Registered Charity Number: 1086829 Registered Company Number: 04193948
THE DEAN CLOSE FOUNDATION
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
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THE DEAN CLOSE FOUNDATION
CONTENTS FOR THE YEAR ENDED 31 AUGUST 2025
REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
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| Trustees, officers and advisers | 1-3 |
| Report of the Trustees | 4-17 |
| Independent Auditor's Report | 18-21 |
| Consolidated statement of financial activities | 22 |
| Balance sheets | 23 |
| Consolidated cash flow statement | 24 |
| Notestothefinancialstatements | 25-51 |
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THE DEAN CLOSE FOUNDATION
TRUSTEES, OFFICERS AND ADVISERS FOR THE YEAR ENDED 31 AUGUST 2025
The Directors of the Company, who are referred to throughout these financial statements as the Trustees, are listedPresidentbelow, along with the Members of the Company and the main sub-committees. Dame J Trotter Council of Members The Rev'd M Allen, BA Mrs J Bee, BSc Mrs V Beevers Mrs S Bennett, BA A R Bird, OBE, BA M Bowen H Bradby BA, MA S Bullingham MSc, BSc R Byrd, FCA, FCCA Brig. M T Cansdale, MBE, BA Mrs K A Carden CBE, FRSA, BA, MPhil Mrs HS L Daltry, BA Mrs N C Davies, BA B Davies OBE Mrs C Dowler CSS Drew, MA | A Duffin, BCom, FCA Mrs R Eden Mrs C Fletcher MA S Foster, BA B Harding, MBA P Harvey, MA Mrs T Haynes, BSc (Hons) R Hilldick-Smith, MEng, CEng, IMechE Mrs A Hillman, BA Mrs S L Hirst, BEd S W Holliday, MA M A Hughes, BSc A J Hunt A Judge Miss R A Keens, BEd | Kilpatrick, BA Med Mrs F Knight BA R Lewis, BSc AVM (Ret’d) R Lock, CBE, BSc The Rev'd R Mackay D Main, FCA, FCCA Mrs A Marsden, BSc MA G McDonald, B.Comm B. Acc J Moos, Mcomp (Hons) CCP MCIS Mrs C Morris D Mullins, BSc, FCA B Nicholas, MA “Mrs C J Pack, MRICS
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THE DEAN CLOSE FOUNDATION TRUSTEES, OFFICERS AND ADVISERS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
Council of Members (continued) C Pellereau, BSc, MA M Philip-Sorensen S Pilcher, BA Dr A Porter Mrs K Riding, LLB D Ritsperis, BA, BSc, MA F J Shaw, MA, MSc, CEng, CSci P Silvester, ACIB, BA M Smith, MA, MBA, ACIB M P Smith, MA Mrs C Stallard, BA Mrs B Sullivan S Thomas, BA, LLM S Thomas, BA, LLB A J Thompson J Townsend, MA Dame J Trotter, OBE DBE CVO “T Widdowson The Rev'd Canon Dr P R Williams, CStJ, DL Rt Rev'd Paul Williams
Board of Trustees The Rev'd M Allen, BA S Bullingham, MSc, BSc Mrs K A Carden, CBE, FRSA, BA, MPhil., (Chairman) Brig. M T Cansdale, MBE, BA Mrs H S L Daltry, BA (retired 18 January 2025) L Glaser (retired 21 September 2024) S W Holliday, MA *M A Hughes, BSc “Mrs F Knight BA AVM (Ret’d) R Lock, CBE, BSc G McDonald, B.Comm B. Acc Mrs C M Pellereau, BSc, MA (appointed 1 September 2025) S H W Pilcher, BA (appointed 1 September 2025) Mrs D K Ritsperis, BA, BSc, MA (appointed 1 September 2025) F J Shaw, MA, MSc, CEng, CSci M Smith, MA, MBA, ACIB MP Smith, MA
Finance & General Purposes Committee S Bullingham, MSc, BSc Mrs K A Carden, CBE, FRSA, BA, MPhil Mrs H S L Daltry, BA (retired 18 January 2025) *M A Hughes, BSc G McDonald, B.Comm B. Acc SH W Pilcher, BA (appointed 1 September 2025) MP Smith, MA M Smith. MA, MBA. ACIB
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THE DEAN CLOSE FOUNDATION TRUSTEES, OFFICERS AND ADVISERS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025
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Status and Administration
| The Dean Close Foundation (referred | to as the Charity or the Foundation throughout these | financial |
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| statements) is a registered charitable company that incorporates the charitable institution originally | founded | |
| in 1886. Its charity number is 1086829, its company number is 04193948, and its Articles ofAssociation were | ||
| adopted on 4" April 2001 and most recently amended on 28 May 2021. The liability of the Membersis | limited | |
| by guarantee. | ||
| Clerk to the Trustees | A P Bowcher MBA, FCIB, DipFS | |
| Treasurer | MP Smith, MA | |
| Company Secretary | M A Madeley BA, FCCA | |
| Registered Office and | Shelburne Road | |
| Principal Address | Cheltenham | |
| Gloucestershire, GL51 6HE | ||
| Banker | HSBC Bank plc | |
| 2 The Promenade | ||
| Cheltenham | ||
| Gloucestershire, GL50 1LR | ||
| Solicitors | VealeWasbrough Vizards LLP | |
| Narrow Quay House | ||
| Narrow Quay | ||
| Bristol, BS1 4QA | ||
| Harrison Clark Rickerbys Limited | ||
| Ellenborough House | ||
| Wellington Street | ||
| Cheltenham | ||
| Gloucestershire, GL50 1YD | ||
| Independent Auditor | Crowe U.K. LLP | |
| 4" Floor | ||
| St James House | ||
| St James Square | ||
| Cheltenham | ||
| Gloucestershire, GL50 3PR | ||
| Insurer | Zurich Insurance plc | |
| The Zurich Centre | ||
| 3000 Parkway | ||
| Whiteley | ||
| Fareham | ||
| Hampshire, PO15 7JZ | ||
| Policy No. KSC-252038-7703 |
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| (includes Employers’ Liability and | ||
| Public Liability) | ||
| Investment Manager | Rathbone Investment Management | |
| 1 Curzon Street | ||
| London,W1J5FB |
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025
The Trustees of The Dean Close Foundation present their Annual Report for the year ended 31% August 2025 under the Charities Act 2011 and the Companies Act 2006, thus including the Directors’ Report and Strategic Report under the 2006 Act, together with the audited financial statements for the year. [ DIRECTORS’REPORT = —_—sCsd COUNCIL AND CHARITY TRUSTEES Organisation The Members of the Company, known as the Council, (details as disclosed on pages 1 and 2) are responsible for the election of the Directors, who are referred to throughout this report as the Trustees. The Members also receive the Annual Report and Accounts at the AGM each year. The Foundation’s constitution provides for up to fifteen Trustees, drawn from the Council, who retire by rotation after four years and are eligible to serve up to a maximum of three terms of four years. The Trustees determine the Charity’s strategic direction and monitor its operational performance closely, providing the Warden, Chief Finance and Operations Officer, Heads and Senior Leadership Teams with direction, leadership and support as appropriate. The Board meets four times each year. The work of overseeing the implementation of Board policies and decisions is carried out in large part by the Finance and General Purposes Committee (F&GPC) which meets at least six times per year. Specifically, the F&GPC scrutinises all budgets, management and statutory accounts, business plans and major capital proposals, before these are submitted to the Board for approval.
Following the annual review of Governance, it was agreed to retain the existing committee structure.
The F&GPC as detailed above with the other principal Board committees are:
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e the Foundation Estates Planning Committee, which meets at least every 2 months to discuss the longerterm strategy for the estate and management of larger capital projects.
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e the Curriculum Development Committee, which meets termly, offers strategic guidance on future academic developments within the Foundation and across the schools.
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e the Remuneration Committee, which sets the salary and emoluments for the Warden, Chief Finance and Operations Officer, Heads and Senior Leadership Teams meets termly.
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e the Nominations Committee, which is responsible for succession planning for both the Council of Members and Board of Trustees meets termly.
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e the Health and Safety Committee, which meets termly with Board representation.
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e the Safeguarding Committee, which meets at least termly with Board representation.
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e the Concessions Working Party, which meets at least twice each year to scrutinise policies and resourcing of scholarship and bursary awards and other concessions.
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e the Development Board, which meets termly with Board representation, and is responsible for oversight of fund-raising and other development plans.
The day-to-day leadership and management of the Foundation is delegated to the following:
Warden/CEO
Warden/CEO Mrs EL C Taylor (resigned 31 August 2025 Mrs A Bizior (appointed 1 September 2025) Head, Dean Close School Mr B Salisbury Head, Dean Close Preparatory School Mr P Moss Head, Dean Close Pre-Preparatory School Mr J Cowling Head, Dean Close St John’s School Mr T Rainer (appointed 1 September 2024) Head, Dean Close Airthrie School Mr J Dobbie Head. Dean Close Kingham Hill School Mr P Last Chief Finance and Operations Officer Mr A P Bowche:
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Charity Governance Code
The Trustees have taken note of the seven principles set out within the Code and recommended practice. Whilst the Charity has not yet formally adopted the Code, Trustees apply the Code’s recommended practices and more detailed information as to how this has been done is included within this Annual Report.
Stakeholder Engagement and Section 172 (1) Statement
The Trustees, as Directors, must act in accordance with a set of general duties. These duties are detailed in section 172 (1) of the Companies Act 2006 which is summarised as follows:
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A Director of a Company must act in the way he/she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: e The likely consequences of any decision in the long term e The interests of the Company's employees e The need to foster the Company's business relationships with suppliers, customers and others e The impact of the Company's operations on the community and the environment
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e The desirability of the Company maintaining a reputation for high standards of business conduct, and
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e The need to act fairly as between members of the Company.’
The Trustees consider that they have fulfilled their duties in accordance with section 172(1) of the Companies Act 2006 and have acted in a way in which is most likely to promote the success of the Foundation for the benefit of its stakeholders as a whole in the following ways:
Pupils
All pupils benefit from the Foundation schools’ focus on individual development and on the aim of nurturing each child's strengths and talents within a caring and secure family environment. Pupils are actively encouraged to offer comments and suggestions on the operation of the Foundation through Schoo! Councils and a range of other consultative opportunities, and these are considered in decisions made by the Senior Leadership Teams.
The Foundation’s schools all subscribe to the ‘Dean Close DNA’ of Values (Love, Courage and Contribution) and Skills for the Future (Compassion, Collaboration, Communication, Critical Thinking and Creativity), weaving these into the curriculum and co-curriculum to support the pupils by developing the aptitudes and attitudes to allow them to flourish and for future employment and service.
The Foundation recognises that the qualities and skills of its employees and the commitment of its staff play a major role in its success Weekly briefings keen staff informed of school wide matters of interest and there to engage with the wider Foundation strategy and diraction and t receive updates from the Warden. Chief
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Parents
The Foundation continues to communicate regularly and to engage with parents and guardians, and a weekly summary of news and events is emailed to them from each school. Opportunities for parents to attend fixtures, concerts, drama productions and chapel events continued during this year, and the full range of Speech Day and prize-giving events took place in the Trinity Term 2025.The Foundation also carried out several parental surveys to measure parental satisfaction and to identify areas for celebration and for improvement in the schools’ provision. These plans were communicated back to parents by the Heads.
Community
The Foundation is proud of its place within the local and wider community and endeavours to offer support and collaboration where possible by making available many of its facilities at below commercial rates. It also invites local schools to participate in specific sports and other events and to share various facilities. Dean Close School is a founding member of the Cheltenham Education Partnership, which includes 11 secondary schools in Cheltenham, with the aim of improving outcomes for all young people of secondary age in the area. The School is also a founding member of the Independent Schools’ Christian Alliance, working with other schools across the country who share a similar ethos, and has partnerships with schools in Uganda and Chengdu, China, with the aim of improving pupil outcomes both for Dean Close pupils and those of the partner schools.
Recruitment and Remuneration of Senior Management
Remuneration of senior employees is set by the Remuneration Committee, with the policy objective of providing appropriate incentives to encourage enhanced performance and of rewarding fairly and responsibly individual contributions to the Foundation’s success. The appropriateness and relevance of the remuneration policy is reviewed annually, including reference to comparisons with other independent schools to ensure that the Foundation remains sensitive to the broader issues of pay and employment conditions elsewhere. The Foundation aims to recruit, subject to experience, at the lower to medium point within a band, providing scope for rewarding excellence. Delivery of the Foundation’s charitable vision and purpose is primarily dependent on its key management personnel and staff costs are the largest element of expenditure.
Recruitment and Training of Trustees
The Nominations Committee makes recommendations for the appointment of Members and Trustees. Candidates are selected with regard to their availability, eligibility, commitment, specialist skills and Christian standing, and are appointed at a General Meeting of the Members. All new Members receive an induction pack of relevant documents outlining their responsibilities and attend an induction workshop conducted by the Chairman, Warden and Chief Finance and Operations Officer, at which the Foundation’s organisation and policy are discussed and the responsibilities and duties of Members and Trustees are fully explained. New Trustees also receive induction training provided by either the Foundation’s solicitors or an independent external body. Following a rigorous review as specified in the Charity Governance Code, the Board of Trustees have agreed by Special Resolution to extend the term of the current Chairman beyond 9 years to 2026.
Trustees attend a range of external training days on a schedule kept by the Chief Finance and Operations Officer. Additionally, Trustees receive briefings from the Chief Finance and Operations Officer and one Board meeting per year is primarily devoted to training on governance issues and matters of current concern. A thorough programme of online training is undertaken via Educare.
Legal Structure of the Foundation and Definition
The Charity has three wholly-owned non-charitable subsidiaries, Dean Close Services Limited (DCSL), Dean Close Nurseries Limited (DCNL) and Dean Close Education Limited (which is dormant for the year ended 31 August 2025). The results of the subsidiaries are included in Note 3 of the Financial Statements. The annual profits of both subsidiaries are donated to the Foundation under the Gift Aid Scheme. The trading activities of the subsidiaries comprise letting of the Foundation facilities when not in use by the Foundation, the provision of courses, revenue from the Foundation shops and the operation of day nurseries. The subsidiaries’ aims. objectives and achievements are covered in the relevant sections of this report. When this report refers to Group’, it means the combined finances of the Charity (The Dean Close Foundation) and its three subsidiaries. DCSL. DCNL and Dean Close Education Limited.
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) Sinner ee es
OBJECTS, AIMS AND OBJECTIVES
When reviewing the aims and objectives of the Foundation and in planning its future activities, the Trustees consider its charitable objectives and Strategic Plan.
Charitable Objects
The Charity’s Objects, as set out in its Articles, are the advancement of education, including the provision of schooling for children based firmly upon Christian evangelical principles and the provision of assistance with the resources available to the Foundation for the education of children with parents of limited resources. The Charity also has various restricted reserves enabling it to award modest scholarships, bursaries and prizes, as well as a few un-endowed trust funds held for special purposes in connection with the development of the Foundation’s facilities.
Mission statement
The Charity’s mission is to provide the necessary education and appropriate training to enable children and young people to flourish and to achieve their potential as individuals, and thereby to ensure that as adults they will be confident and successful members of society and effective contributors to it.
Intended impact
Within its charitable objects, the Charity's intention is to provide first class childcare in its nurseries and a firstclass education through strong academic tuition and by developing broader skills that enable every pupil to realise his or her potential to the full. This involves emphasis on co-curricular activities through academic, sporting, artistic, team building and social skills, as well as encouraging spiritual awareness and self-reflection. This approach builds self-confidence and life skills in the Foundation’s pupils and inculcates a desire to learn and a willingness to contribute to the wider community whilst at school and in later life. The Charity believes that the true impact of education can only be measured over the long term in the contribution alumni make to their communities. It endeavours to measure this impact by staying in close contact with alumni, conducting regular surveys of their activities and contributions to society.
Aims
The aim of the Charity is to provide high-quality education and care for day and boarding pupils from Nursery (age approximately 3 months) to Upper Sixth level (18/19 years). During the year under review, this was carried out by 9 nurseries and 6 schools operating in Cheltenham, Gloucester, Chepstow, Kingham, Newport, Tewkesbury and Stroud. The nurseries and schools are overseen jointly by the Trustees, through the Warden and Chief Finance and Operations Officer.
Most of the children from Dean Close Preparatory School enter the Senior School and the vast majority of those leaving the School after A Levels have historically sought entry to universities and other higher education establishments. Pupils from Dean Close St John’s School (at 13) and Dean Close Airthrie School (at 11) enter a variety of different senior schools, including Dean Close School. In addition to the academic life of the Schools, pupils’ co-curricular activities include an extensive range of musical, dramatic and artistic activities as well as sports training, with many teams achieving success at county and national level. The needs of the wider community are addressed through an imaginative and wide-ranging Community Action and Partnerships programme and the Foundation makes many of its facilities available to the community and to local charities at reduced rates.
Christianity is at the heart of the Charity, both in its aim and values and in practice, in regular formal services and voluntary Christian Union groups, bible study classes and an active Chaplaincy. The Foundation’s educational policy is built upon its Christian principles and Trustees aim to ensure that pupils of all faiths and none are encouraged to consider their own response to questions of faith based upon a clear understanding of the Christian message. The Charity has defined its aim and values, based on the principles of biblical Christianity. and these are embedded in every aspect of its activities. The overarching aim is Flourishing, and the three key values are Courage, Love and Contribution.
The Charity aims to maintain a warm family atmosphere and a very high standard of pastoral care for all members of its community
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Objectives
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e To make excellent provision for teaching and learning, ensuring that the curriculum is giving an outstanding preparation for life after school.
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e Tocontinue to improve the quality of the Foundation’s facilities.
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e Torecruit, retain and develop excellent staff, both teaching and non-teaching.
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e Tomaintain a broad and appropriate range and variety of co-curricular activities for all children and young people and to promote and develop sporting, musical, dramatic and artistic achievement, and spiritual awareness, across the Foundation.
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e To sustain pupil recruitment in the face of ongoing difficult economic circumstances and to continue to widen access to Dean Close by the provision of means-tested assistance both for new applicants and in hardship cases affecting existing pupils.
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e To develop further the Charity’s commitment to partnerships, locally, nationally and internationally.
Strategies to achieve the Objectives
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e Recruitment, induction, appraisal, mentoring and training of staff to ensure they are providing the very best quality of experience for children and young people, inside and outside the classroom.
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e Constant review and innovation within the curriculum and co-curriculum, ensuring the needs of children and young people are met with a keen eye on the future requirements of universities, employment and wider society.
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e Employment of highly qualified, specialist staff to maintain standards of sport, music, and drama.
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e Continued investment in Foundation facilities through ongoing maintenance and through selected refurbishment and enhancement of facilities, particularly in boarding.
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e Fundraising to support three key areas of development: campus, community and curriculum.
The aims and objectives set for the Charity’s subsidiaries are to donate profits to facilitate the achievement of the Charity’s aims and objectives as above.
EMPLOYEE INFORMATION
Online resources via a policy portal are in place for members of the teaching and support staff; a number of important measures, including the development of a universal appraisal system, have been introduced for membersofthe Charity’s teaching staff. Considerable time and effort is expended in ensuring that all members of staff are kept fully informed about new developments and in addressing questions and any concerns.
A significant amount of staff time is devoted to ensuring that the Charity’s policies are fully compliant with current legislation and best practice. The Charity seeks to work with all employees, taking into account their personal circumstances, to ensure that appropriate training, development and advancement opportunities are available to enable them to reach their full potential. The Charity is committed to a policy of equal opportunity in employment. The aim of the policy is to ensure that:
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e selection criteria and procedures are in place to ensure that individuals are selected, promoted and treated on the basis of their relevant merits and abilities.
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® no job applicant or employee receives less favourable treatment on the grounds of their gender, gender reassignment, marriage or civil partnership, pregnancy and maternity. sexual orientation. disability. race. colour, ethnic background. nationality. religion or belief or age.
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° o employee suffers harassment or intimidation
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
DISABLED PERSONS
The Charity will employ disabled persons when they are suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise.
STATEMENT OF TRUSTEES’ RESPONSIBILITIES
The Trustees (who are the Directors of The Dean Close Foundation for the purposes of company law) are responsible for preparing the Trustees' Annual 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 Trustees to prepare financial statements for each financial year. Under company law the Trustees must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements, the Trustees are required to:
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e select suitable accounting policies and then apply them consistently;
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e observe the methods and principles in the Charities SORP;
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e make judgments and estimates that are reasonable and prudent;
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e state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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e prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business.
The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the charitable company’s transactions, disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006 and the provisions of the Charity's constitution. They are also responsible for safeguarding the assets of the charitable company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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In so far as the Trustees are aware:
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e there is no relevant audit information of which the charitable company's auditor is unaware; and
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e the Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) STRATEGIC REPORT Principal risks and other matters of strategic importance
The Board of Trustees is responsible for the management of the strategic risks faced by the Charity. Detailed consideration of risks is delegated to the Finance and General Purposes Committee, assisted by the Warden and the Chief Finance and Operations Officer. Risks are identified and assessed and controls are implemented and monitored regularly. The Charity’s Risk Model is reviewed and updated on a termly basis by the Warden and Chief Finance and Operations Officer, with Trustee input and overview and then presented to the Finance and General Purposes Committee for approval. The key risk controls used by the Charity include: e maintenance of a comprehensive Risk Register. e formal agendas and minutes for all Committee and Board meetings. e detailed Terms of Reference for all Committees, which are regularly reviewed.
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e comprehensive strategic planning, budgeting and management accounting procedures.
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e a well-established organisational structure and clear lines of reporting.
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e acomprehensive range of formal, written policies.
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e clear authorisation and approval levels.
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e — vetting procedures as required by law.
Through its risk management processes, the Board has concluded that the major risks currently confronting the Charity are:
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e the generation of insufficient surplus to fund the objectives of the Strategic Plan.
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e the impact of VAT on school fees and the removal of Business Rates Relief announced by the new Government on enrolment numbers, and participation in extracurricular activities.
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e a downturn in the demand for independent education driven by economic conditions both nationally and internationally, and current parental affordability concerns.
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e increased cost caused by changes in Government policy.
The Board is satisfied that all major risks identified have been adequately mitigated where necessary and possible. It is recognised that such systems can only provide reasonable, but not absolute, assurance that major risks have been adequately managed. The diversification of income streams and growth strategies for Dean Close Nurseries Limited and Dean Close Services Limited will continue to reduce risk in the longer term.
Results for the year
Total full-time equivalent pupil numbers across all Dean Close schools for the year were 1,109 and ona likefor-like basis were very similar to those of the previous two years.
The consolidated trading surplus for the year before financing costs, investment gains, depreciation and amortisation of goodwill was £2.2m (2024 £2.61m). This was behind budget because of the adverse effects of the Government's budget in October 2024. This added VAT to school fees. removed the 80% discount on Business Rates and increased the cost of national insurance significantly. The high costs of the budget were in part offset by cost efficiencies and strong growth of DCSL and in particular DCNL. We opened one new nursery in Tewkesbury and acquired two nurseries in the Stroud area. This brings the number of Day Nurseries to nine
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Results for the year (continued)
Overall the incoming funds from operations was a £28.3m surplus and after investment losses the net movement in funds was a surplus of £28.2m (2024 £873k)
Two transactions need particular mention. A farm of some 324 acres in Oxfordshire was gifted to the DCF during the year. The value was £5.5m and is restricted in its purpose to generate income to fund transformational bursaries, the asset will be treated as an investment asset. Kingham Hill School, a boarding / day school with pupils from school year 7 to 13 donated it's trade, assets and most liabilities to DCF completing on the 31st July 2025, the net asset value of which is treated as a donation of £23.6m. Total fixed assets of £27.5m and a loan of £3.8m was refinanced.
With the two gifts mentioned above total incoming resources were £28.3m. The diversity of the Foundation's income streams is one of the key elements in reducing risk within the business model. Achieving a healthy level of cash surplus from the four areas: Schools, Nurseries, Commercial activities and donations is the strategy.
Total expenditure increased by £2.9m (9.2%) and was above budget. Extract the 3 aforementioned impacts of the October 2024 budget and it would have been under budget. The cost base continues to be actively managed.
Capital investment during the year totalled £2.1m. This included the building of a six lane cricket net facility, a large Estates building, refurbishment and repurposing of a large signal box purchased from GWR.
The Balance Sheet has been strengthened by the aforementioned gifts and financial performance. The Total net assets have risen from £18.5m to £46.7m. With Tangible Assets (freehold land and buildings) increasing by £28.3, Investments by £5.5m and on the liability side we refinanced a £3.7m loan of Kingham Hill School and took that over. School fees became liable for VAT during the year. The rules for VAT require the traditional early issuance of Michaelmas bills now to be treated as a tax point and therefore increase debtors with a VAT creditor even though the invoices are not due until the first day of term. This has created a debtor of £8.3m a VAT creditor of £1.7m and a deferred income creditor £6.3m. So nil net effect. Balances held for fees paid in advance reduced from £4.7m to £3.7m. The consolidated cash flow statement sets out the movement in funds during the year and explains how cash has been utilised.
The Trustees are satisfied with the overall financial position.
Review of achievement and performance for the year
The schools within the charity achieved strong pupil numbers, with numbers at Dean Close School at their highest in the school’s history.
The Foundation continued to invest in IT infrastructure, cyber security and safety of Personal Data were a particular area of investment and training.
Infrastructure and facility improvements continued, including investment in a sixth form boarding house at Dean Close School and refurbishment of the Old Gym.
At Dean Close School, those taking public examinations performed well, achieving 66% A*-B grades at A level, with 40% of pupils achieving AAB or better. Over 90% of Upper Sixth leavers were accepted at either their first or second choice university. New A level courses in Sociology, Photography and Media Studies were added to the range of options at Sixth Form level.
Dean Close sports teams performed well across the year, with high participation rates: at Dean Close School 100% of all pupils in Y9 and Y10 represented the school at sport across 12 different sports. A 1* XI girls hardball Cricket programme was established.
A variety of drama productions took place during the year. including senior productions of ‘Anything Goes Mayfly Angel’ and ‘Our Day Out. At DCPS the Junior Forms production of 'Hoodwinked featured every pupil in Years 3-5. The annual Three Schools Dance Show at the Bacon Theatre was a great success
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
The annual music concert programme was of high quality and was well-attended and supported across the schools. The Summer Concert at DCS featured a quintet of former choristers of the Schola Cantorum and the premier of an original wind quintet by one of the Upper Sixth leavers. At Dean Close St John’s a ‘School of Rock Day’ featured guitar-workshops, making a record player and digital music-making. The Dean Close PrePrep strings group ‘Squirrel Strings’ won the Cheltenham Festival of Music.
A full programme of trips and tours took place, including DCSJS visiting South Africa.
The ‘Foundation Stones’ values continued to be embedded across all the Schools and nurseries during the year, with reward systems to promote the Aim and Values of Flourishing, Courage, Love and Contribution, as well as assemblies, PSHCE lessons and tutorials focusing on their development.
Dean Close won national recognition by gaining the Talk Education Award for ‘Thinking Beyond the Curriculum’, given for innovative ideas and initiatives. The ‘Skills Lab’ at DCS and the new Saturday Curriculum ‘5Time’ at DCPS were among the initiatives rewarded.
Review of achievement and performance for the year (continued)
The Charity’s partnership work continued and was strengthened during the year, particularly in the Cheltenham Education Partnership work with other secondary schools in Cheltenham. Staff and pupils took part in a number of collaborative activities throughout the year, including the ‘Changemakers’ programme focusing on sustainability and climate change.
In February 2024, Dean Close School, Dean Close Preparatory School and Dean Close Pre-Preparatory School were all inspected by the Independent Schools’ Inspectorate. The schools met all the relevant standards including those for boarding. The Board of Trustees and school leaders were described as ‘thoughtful and rigorous’ in their planning for the future development of the schools. The report on Dean Close School referenced the quality and variety of co-curricular provision, which ‘allows pupils of all ages and aptitudes to participate and develop skills such as effort, self-motivation and teamwork.’ At Dean Close Preparatory and Pre-Preparatory Schools the report commented that ‘Staff conduct skilful assessment and their in-depth awareness of individual pupil needs supports all groups of pupils’.
Energy and emissions report
With its Compliance Strategy now in place, the Foundation is actively developing ways to reduce emissions and waste across all sites.
- During the year, the Foundation implemented several energy-efficiency initiatives, including: e Continuing the rollout of LED lighting conversions and replacements across all locations e Replacing numerous boilers, selected based on efficiency, waste output and emission levels e Installing solar panels and battery storage on a newly purchased nursery e Embedding sustainability as a key consideration in every capital investment decision across the Foundation
The Foundation also works closely with an external consultancy that advises on energy-related matters, helping identify opportunities to reduce the organisation's environmental footprint as quickly as possible.
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A summary of key data is as follows: ; ;
2025 2024
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| Usage (kWh) | Emissions | Usage (kWh) | Emissions |
Ee a oe
—— - 1 (tC02e) __{tC02e) |
| [Gas] 6,009,774| ewTet hase Tt _ae
||‘TransportElectricTotal Consumption 206,5908,594,7912,378,430||| 48.54)414.35)1542.93 189.660| __—8.71,932,404, 91,037 | 393.80 46.801,638.71 |||
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UK energy use covers the use of natural gas for heating and cooking and electricity for heating and lighting across all entities of the Dean Close Foundation. Associated greenhouse gases have been calculated using the Gov.uk 2025 conversion tables using 0.18259 per kWh for natural gas and 0.17700 per kWh of electricity in each reporting year
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Grant-making policy
Trustees are committed to broadening access to Dean Close schools by offering means-tested bursaries based on an assessment of financial need to pupils whose parents/guardians are unable to pay the full fees.
This year, the value of means-tested bursaries, clergy and Armed Services awards and other concessionary fees was £3.3m (2024: £3.3m), with a further £0.9m (2024: £1.1m) awarded in the form of scholarships and exhibitions. The Foundation’s policy is to widen access to Dean Close to all sectors of the community by providing means-tested assistance with up to 100% of school fees for deserving children and to relieve hardship where an existing pupil's education and future prospects may otherwise be at risk. Fundraising continues to provide major awards, known as Foundation Awards and the school is extremely grateful to and thanks donors for their support. Scholarships were made available to entrants aged 11, 13 and 16 for outstanding ability in academic work, music, art, sport and drama. Such awards are limited to a maximum of 20% of the school fees for any individual. Minor awards were also extended to a small number of children entering the Preparatory School at age 7.
Fundraising performance
Donations, gifts and legacies totalled £29m in the year (2024: £144k) of which were £96k are restricted funds, £23.5m unrestricted funds and £5.4m endowment funds. Further details concerning restricted donations are included in Note 19b to the Financial Statements. The Trustees wish to record their thanks for the many kind and generous donations received throughout the year, without which this and other initiatives would have either been delayed or not been possible.
Fundraising is overseen by the Development Committee which is chaired by a Trustee and includes other Trustees. The Development department carries out day to day fundraising tasks assisted by an external Consultant. Particular attention continues to be given to the management of data and the protection of vulnerable people. The Foundation has had no complaints about its fundraising activities this year.
Investment powers, policy and performance
The Trustees’ powers for the investment of its corporate funds are set out in the Articles of Association and are, subject to statutory requirements, broadly equivalent to those of an individual beneficial owner. For the investment of the trust funds that it administers, the Foundation is subject to the Trustee Act 2000.
The Trustees’ policy is to obtain a return of capital gain and reinvested dividends on the invested funds at a suitable benchmark, thereby enhancing the Foundation’s ability to provide scholarships, bursaries and prizes in future years and preserving the capital value of the underlying investments.
The Charity's investment portfolios are managed on a discretionary basis under an agreed set of investment parameters that are stated in the Foundation’s Investment Policy. Portfolio performance is reported termly against an agreed benchmark and the Foundation’s Investment Manager provides six-monthly briefings to the Finance and General Purpose Committee which include detailed analysis of the portfolio’s performance, overviews of market conditions and their strategic approach to obtaining an optimal return on the Charity's investments.
At the year end the Group's long term investments totalled £3.7m (2024: £3.7m). The stable portfolio valuation was a satisfactory performance in a year of varying world stock markets in most geographical areas.
Endowment
The Gift of the farm is an investment asset and treated as an Endowment fund and totalled £5.4m at year end.
THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
Reserves level and policy
The Charity's policy is to invest in premises and equipment to support the business and education requirements of the Charity, while ensuring adequate financing of day-to-day operational needs and the maintenance of adequate reserves to meet any contingencies as they arise. Therefore, retained surpluses are not held as free reserves, but are normally utilised for improvements to the Charity’s facilities. This policy is supported by external financing as and when necessary which is allocated to specific capital projects. The Group's total reserves of £46.8m (2024: £18.5m) at the year end represented £5.8m (2024: £0.47m) endowment capital, £0.60m (2024: £0.61m) unspent restricted funds and £40.3m (2024: £17.42m) unrestricted funds. £50.8m (2024: £24.4m) of this represented the net book value of fixed assets less associated long term funding arrangements, leaving negative free reserves of £10.4m (2024: negative £7m) at the year end.
Resources
The Charity has at its disposal restricted and unrestricted funds which are invested by Rathbone Investment Management in a broad portfolio of bonds, equities and cash, as disclosed in note 12. The Charity has a main bank overdraft facility of £3m to service working capital requirements. The bank loan facility has been utilised as planned to provide funding to deliver ongoing capital developments which form part of the overall Strategic Plan. The Charity’s corporate and trust funds all have sufficient realisable assets appropriate to meet their respective obligations.
id
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) FUTURE PLANS OF THE DEAN CLOSE FOUNDATION
The Charity’s Strategic Plan sets out the Dean Close values, vision and ethos. The focus of The Plan is sustainability: financial, educational and environmental. The Plan is built around four pillars:
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e Educational excellence;
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e Financial sustainability;
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e Employee engagement;
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e Partnership collaboration. Around these pillars, the plan establishes medium to long-term aims, which are:
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e To cement and sustain the Foundation’s strong academic reputation while avoiding selection based on academic grounds alone;
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e To remain a flourishing, co-educational community for families, with excellent boarding and day facilities and excellent childcare support in its nurseries;
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e To continue to develop excellent relationships with parents and families and to provide the highest possible standards of pastoral and tutorial support:
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e To sustain a reputation for excellence in the creative and performing arts and in sport;
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e To continue to develop the work of the Chaplains and the chaplaincy teams, developing young Christian leaders and promoting spiritual development;
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e To maintain and increase pupil numbers throughout the Foundation, particularly at Dean Close St John's School and in boarding;
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e Tocontinue the growth in earnings of Dean Close Services Limited and Dean Close Nurseries Limited, in order to invest those earnings in facilities across the Foundation;
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e Toestablish an improving cost to income ration. A lower cost base;
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e To be excellent employers; recruiting, training and developing outstanding staff:
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e To develop and sustain partnerships with other organisations, locally, nationally and internationally; and
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e To continue to develop community access to the Foundation’s facilities and to widen access to independent education through the provision and active promotion of means-tested bursaries.
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The Development Board oversees fundraising activity towards our three major campaign objectives; campus, community and curriculum:
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e Campus -— to renew the academic heart of Dean Close School, creating innovative and exciting teaching spaces with an emphasis on preparation for modern working life.
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e Community — to establish a long-term endowment supporting Foundation Awards, which are transformational bursaries for deserving and talented pupils.
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e Curriculum — to establish a curriculum through all the age groups which emphasises Skills for the Future. including links with industry through parents, alumni and local partners.
FINANCIAL STATEMENTS
The financial statements on pages 22 to 51 have been prepared in accordance with the Charities Statement of Recommended Practice FRS 102
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THE DEAN CLOSE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
KEY ITEMS IN THE STATEMENT OF FINANCIAL ACTIVITIES
Restricted income comprises dividend income from investments, rental income and donations. The endowed reserve contains the unamortised portion of the Arts Council Grant made for the construction of the Music School in 1997. It also includes a generous farm gift. The Foundation’s non-charitable trading includes the following activities of Dean Close Services Limited: the operation of the Bacon Theatre, lettings of certain parts of the Charity's property to provide access for external groups to sporting, music, drama and other facilities, together with income from the School Shops. The Foundation has continued to develop a range of owned and managed sports and educational offerings including an Easter Revision course and various Dean Close branded sports camps, which are operated through Dean Close Services Limited. The management of the children’s day nurseries is undertaken through Dean Close Nurseries Limited. All surplus income of the trading subsidiaries is donated to the Foundation under the Gift Aid Scheme and used for the purposes of the Charity.
PUBLIC BENEFIT
Direct Public Benefit includes means tested bursaries and grants made to existing and new families. Trustees are committed to broadening access to Dean Close by offering means-tested bursaries to pupils whose parents / guardians are unable to pay the full fees. All bursaries are means-tested annually and have a value of up to 100% of the fees. The Foundation also has a scheme that helps military families with their fees.
Bursaries can range from 1% to 100% of the school fee. On occasions where certain students are selected for particular extracurricular Arts/Drama/Sport trips but where the cost alone precludes their participation the Foundation can relieve that financial burden in certain circumstances. The Charity does not have a large endowment and therefore the Trustees are mindful, when bursaries are provided, that there remains a fair balance overall between those benefitting from bursaries and full fee-paying parents, many of whom make significant personal sacrifices to fund their children’s education. Fundraising continues to provide an endowment to support Foundation Awards and life-changing bursaries for pupils from families of modest means. Foundationers, supported by donors from the Old Decanian and The Hillians community, former parents and other individuals, continue their education at the senior school and these talented and deserving individuals would never have been able to consider independent schooling without these transformational awards. The Foundation aims to increase the number of Foundationers to 20 over the coming 10 years.
Indirect Public Benefit includes the use of facilities such as the Bacon Theatre and sports facilities which, from time to time, are let on a reduced cost to local groups or groups where their educational or artistic value is highly regarded in educational terms. The Foundation also invites local preparatory schools, junior schools and nurseries to benefit from Forest School, and from events such as sports skills days, choral and orchestral days, and science days. Local children also have the opportunity to attend theatre workshops and plays. Facilities are also made available to educational groups, and have, for example, hosted at no charge Gloucestershire Early Years meetings in the Pre-Prep hall with teachers from schools across Cheltenham.
The Trustees confirm that they have complied with their duty in Section 4 of the Charities Act 2011 to have due regard to the public benefit guidance published by the Charity Commission for England and Wales.
PARTNERSHIPS
Partnership activity in the Dean Close Foundation operates on four levels: locally, regionally, nationally and internationally. Locally, it has many partnerships with primary schools and their pupils attended concerts, plays, Sports Skills and Community Action days. and Forest School at DCSJS. DCPS and DCS or hosted assemblies led by DCS pupils. The Cheltenham Education Partnership (CEP), of which Dean Close is a Founder Member, has continued to gain momentum and provide benefits for pupils in all Cheltenham’s secondary schools. There are many regional partnership links in Gloucestershire and the South West for sport. business, chaplaincy and music. National links are with academic organisations, the Choir Schools’ Association, and TISCA. Finally, international partnerships have been disrupted but the Foundation remains committed to schools in Uganda and China. Fundraising to support Nyakatukura Memorial Secondary School in Uganda continued during the year.
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THE DEAN CLOSE FOUNDATION
ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
AUDITOR
The auditor, Crowe U.K. LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
The Annual Report of the Trustees and incorporated Strategic Report were approved by the Board on 8! January 2026 and signed on its behalf by
ATI. Gk Kathryn Carden Chairman of Trustees
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THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION eee ee
Opinion
We have audited the financial statements of The Dean Close Foundation (the “charitable company”) and its subsidiaries (the “group") for the year ended 31 August 2025 which comprise the consolidated Statement of Financial Activities, the consolidated and Charity Balance Sheets, the consolidated Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
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e give a true and fair view of the state of the group's and the charitable company’s affairs as at 31 August 2025 and of the group’s incoming resources and application of resources, including its income and expenditure for the year then ended;
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e have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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e have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 trustee's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.
Other information
The trustees are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (CONTINUED)
Opinions on other matters prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
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e the information given in the trustees’ report, which includes the directors’ report and the strategic report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and
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e the strategic report and the directors’ report included within the trustees’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report included within the trustees’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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e the parent company has not kept adequate accounting records; or
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e the parent company financial statements are not in agreement with the accounting records and returns; or
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e certain disclosures of trustees' remuneration specified by law are not made; or e we have not received all the information and explanations we require for our audit.
Responsibilities of trustees
As explained more fully in the trustees’ responsibilities statement set out on page 9, 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 charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate. they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities. outlined above. to detect material misstatements in respect of irregularities. including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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THE DEAN CLOSE FOUNDATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (CONTINUED)
Extent to which the audit was considered capable of detecting irregularities, including fraud We obtained an understanding of the legal and regulatory frameworks within which the charity and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Charities Act 2011, together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charity's and the group's ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were The Education (Independent School Standards) Regulations 2014.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of trustees and other management and inspection of regulatory and legal correspondence, if any.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be with the completeness and accuracy of certain income streams which includes, nursery fees and bursaries, scholarships and allowances and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management, the Bursar and the Finance & General Purpose Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, designing audit procedures over certain income streams listed above, reviewing regulatory correspondence with the Charity Commission, Independent Schools Inspectorate, Ofsted and reading minutes of meetings of those charged with governance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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THE DEAN CLOSE FOUNDATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE DEAN CLOSE FOUNDATION (CONTINUED)
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.
Tara Westcott
Senior Statutory Auditor For and on behalf of Crowe U.K. LLP Statutory Auditor 4" Floor, St James House St James Square Cheltenham Gloucestershire GL50 3PR Date:Pay \J26
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THE DEAN CLOSE FOUNDATION
CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 AUGUST 2025 (Incorporating a consolidated Income and Expenditure account)
| Unrestricted | Restricted | Endowed | ||||
|---|---|---|---|---|---|---|
| funds | funds | funds | Total | Total | ||
| Notes | 2025 | 2025 | 2025 | 2025 | 2024 | |
| £ | £ | £ | £ | £ | ||
| Income from: | ||||||
| Charitable activities | ||||||
| School fees receivable | Zz. | 26,104,769 | - | - | 26,104,769 | 25,796,092 |
| Ancillary trading income | 5 | 740,443 | - | - | 740,443 | 542,607 |
| Other trading activities | ||||||
| Non-ancillary trading income | 3 | 7,649,687 | - | - | 7,649,687 | 6,509,432 |
| Investments | ||||||
| Investment income | 12(d) | 73,636 | 53,151 | - | 126,787 | 141,675 |
| Bank and other interest | 191,551 | - | - | 191,551 | 43,303 | |
| Voluntary sources | ||||||
| Grants and donations | 4 | 23,551,152 | 96,078 | 5,363,000 | 29,010,230 | 143,767 |
| Total incoming resources | 58,311,238 | 149,229 | 5,363,000 | 63,823,467 | 33,176,876 | |
| Expenditure on: | ||||||
| Raising funds | ||||||
| Non-ancillary trading | 3 | 5,999,938 | - | - | 5,999,938 | 5,130,014 |
| Financing costs | 714,033 | - | - | 714,033 | 823,878 | |
| Investment management | 21,548 | 4,715 | - | 26,263 | 25,519 | |
| Fundraising and development | 151,348 | “ | - | 151,348 | 126,153 | |
| Total deductible costs | 8 | 6,886,867 | 4,715 | - | 6,891,582 | 6,105,564 |
| Charitable activities | ||||||
| Education and grant making | 28,465,101 | 146,310 | - | 28,611,411 | 26,484,196 | |
| Total expenditure | 8 | 35,351,968 | 151,025 | - | 35,502,993 | 32,589,760 |
| Net incoming funds from operations | 22,959,270 | (1,796) | 5,363,000 | 28,320,474 | 587,116 | |
| before transfers and investment | ||||||
| gains/(losses) | ||||||
| (Losses)/gains on investments | (67,616) | (223) | - | (67,839) | 286,354 | |
| Transfers between funds | 19 | 19,651 | - | (19,651) | - | - |
| Net movement in funds | 22,911,305 | (2,019) | 5,343,349 | 28,252,635 | 873,470 | |
| Fund balances at 1 September 2024 |
17,422,610 | 606,527 | 471,634 | 18,500,771 | 17,627,301 | |
| Fund balances at 31 August | ||||||
| 2025 | 19 | 40,333,915 | 604,508 | 5,814,983 | 46,753,406 | 18,500,771 |
The notes on pages 25 to 51 form part of these financial statements.
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THE DEAN CLOSE FOUNDATION
FOUNDATION AND CONSOLIDATED BALANCE SHEETS AS AT 31 AUGUST 2025 REGISTERED NUMBER: 04193948
| Notes | Group 2025 |
Group 2024 |
Foundation 2025 |
Foundation 2024 |
|
|---|---|---|---|---|---|
| £ | EB | £ | £ | ||
| Fixed assets | |||||
| Intangible Negative goodwill |
9 10 |
1,917,947 (13,221) |
332,665 (29,083) |
1,696,170 (13,221) |
- (29,083) |
| Tangible | 11 | 62,480,311 | 34,093,422 | 62,062,663 | 33,798,024 |
| Investments | 12 | 9,118,265 | 3,661,654 | 10,415,991 | 5,070,267 |
| 73,503,302 | 38,058,658 | 74,161,603 | 38,839,208 | ||
| Current assets | |||||
| Stocks | 195,203 | 196,324 | 42,179 | 17,610 | |
| Debtors Cash at bank and in hand |
13 | 10,627,041 836,978 |
1,762,150 4,383,430 |
10,372,182 787,401 |
1,616,336 4,350,409 |
| 11,659,222 | 6,341,904 | 11,201,762 | 5,984,355 | ||
| Current liabilities | |||||
| Creditors payable within one year | 14 | (23,918,719) | (14,911,886) | (24,136,773) | (15,474,046) |
| Net current liabilities | (12,259,497) | (8,569,982) | (12,935,011) | (9,489,691) | |
| Total assets less current liabilities | 61,243,805 | 29,488,676 | 61,226,592 | 29,349,517 | |
| Long term liabilities | |||||
| Creditors payable afterone year | 15 | (14,490,399) | (10,987,905) | (14,487,034) | (10,964,508) |
| Net assets | 46,753,406 | 18,500,771 | 46,739,558 | 18,385,009 | |
| Financed by: | |||||
| Endowed funds | 19a | 5,814,983 | 471,634 | 5,814,983 | 471,634 |
| Restricted funds | 19b | 604,508 | 606,527 | 604,508 | 606,527 |
| Unrestricted funds | 19c | 40,333,915 | 17,422,610 | 40,320,067 | 17,306,848 |
| Totalfunds | 19 | 46,753,406 | 18,500,771 | 46,739,558 | 18,385,009 |
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The net result for the financial year dealt with in the financial statements of the parent charity was a surplus
of £28,252,635 (2024: £873,470). The financial statements were approved and authorised for issue by the
Board of The Dean Close Foundation on 8" January 2026 and signed on its behalf by:
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By,xrral~; Litae: / ChairmanKathryn Carden
Pa f 4 oryL - TreasurerMatthew Smith
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The notes on pages 25 to 51 form part of these financial statements
THE DEAN CLOSE FOUNDATION CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2025
| Group | Group | ||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| £ | £ | ||
| Reconciliation of net incoming resources to net cash | |||
| inflow from operating activities | |||
| Net incoming funds from operations | 28,252,635 | 873,470 | |
| Reconciling items: | |||
| Losses on investments Depreciation charge |
11 | 67,839 1,221,951 |
(286,354) 1,103,659 |
| Profit on disposal of assets Amortisation of goodwill on acquisition |
6 9,10 |
(4,579) 139,637 |
(1,570) 110,888 |
| Amortisation of negative goodwill on acquisition NetassetsofKinghamHillSchoolreceivedbydonation |
10 | (15,862) (23,627,606) |
(15,863) - |
| Investment property received by donation Investment income and bank interest received Finance costs |
(5,363,000) (318,338) 714,033 |
- (184,978) 823,878 |
|
| Decrease in stock | 18,756 | 4,012 | |
| (Increase)/Decrease in debtors Increase/(Decrease) in creditors (excluding fees in advance and deposits and composition fees) |
(7,291,848) 2,388,978 |
29,876 (1,093,835) |
|
| Increase in fees in advance, deposits and composition fees | 2,530,364 | 7,594,205 | |
| Net cash (outflow)/inflow from operations | (1,287,040) | 8,957,388 | |
| Cash flows used in investing activities | |||
| Purchase oftangible fixed assets Proceeds from sale of tangible fixed assets |
11 | (1,765,361) 4,579 |
(2,298,729) 1,570 |
| Goodwill on acquisition | (1,724,919) | - | |
| Acquisition ofinvestment property Costs ofmerger with Kingham Hill School Additions to investment portfolio Disposals from investment portfolio |
(94,340) (136,203) (1,141,866) 1,074,755 |
- - (1,845,654) 1,766,417 |
|
| Investment income and bank interest received | 318,338 | 184,978 | |
| Net cash used in investing activities | (3,465,017) | (2,191,418) | |
| Cash flows provided by financing activities | |||
| Finance costs paid New bank loan |
(714,033) 5,400,000 |
(823,878) 850,000 |
|
| Kingham Hill School bank loan repaid Repayment ofsecured loans Repayment ofother loan Repayment offinance lease and hire purchase contracts Net cash used by financing activities |
(3,542,797) (832,515) (125,000) (86,500) 99,155 |
- (653,169) (125,000) (81,420) (774,527) |
|
| Change in cash and cash equivalents in the year | (4,652,902) | 5,932,503 | |
| Cash and cash equivalents at the beginning of the year | 4,383,430 | (1,549,073) | |
| Cash and cash equivalents at the end of the year | (269,472) | 4.383.430 | |
| Analysis of cash and cash equivalents | |||
| Cash at bank | 836,979 | 4,383,430 | |
| Bank overdrafts | 14 | (1,106,451) | - |
| (269,472) | 4.383.430 | ||
| Non-cash transactions are set out in note 25 to these financial |
Oo | ||
| statements |
|
| | | |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 1 STATEMENT OF ACCOUNTING POLICIES
(a) Charity information
The Dean Close Foundation is a charitable company limited by guarantee incorporated in England (charity number 1086829 and company number 04193948) and is a Public Benefit Entity operating from its registered office Shelburne Road, Cheltenham, GL51 6HE.
(b) Basis of accounting
The financial statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), The Companies Act 2006 and 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 (FRS 102) — (24 edition effective 1 January 2019). The financial statements have been prepared on the historical cost basis of accounting, as modified by the revaluation of investments, and in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Companies Act 2006, the Charities SORP (FRS 102) and the accounting policies set out below.
The functional currency of the Foundation is considered to be GBP because that is the currency of the primary economic environment in which the Foundation operates.
The Charity has taken advantage of the exemption available to a qualifying entity in FRS 102 from the requirement to present a charity-only Cash Flow Statement within the consolidated financial statements.
No separate Statement of Financial Activities has been presented for the Foundation alone, as permitted by Section 408 of the Companies Act 2006. The net results of the parent Charity are disclosed on page 23.
Going Concern
As part of the Trustee’s responsibilities of the appropriateness of adopting the going concern basis in preparing the financial statements, a range of scenarios have been considered. The assumptions modelled are based on the current economic climate and the Headwinds. The most severe risk identified is a downturn in pupil numbers and the impact that this would have on the Foundation's cash flow. In this event, the Trustees measured response would be to place a moratorium on all but essential capital expenditure, to make further cost savings where appropriate to do so and if necessary to liquidate investments held as detailed in note 12 in order to enable the Foundation to operate within its current or increased borrowing facilities.
The Trustees are mindful of “The Headwinds’, the challenges that lie ahead. The Foundation has four 3 year finance strategies covering new and additional income as well as ‘re-setting’ the cost base. The three-year strategies started on 1 September 2023 and include doubling the number of Nurseries, increasing the profitability of Dean Close Services Limited and establishing a lower cost base across the Foundation. The Trustees believe that the Foundation is therefore in a strong position to combat such challenges.
On the basis of this review, these financial statements have been prepared on a Going Concern basis, which the Trustees consider to be appropriate based on the results for the year ending 31 August 2025 and cash flow projections prepared for the period 31 August 2026 and beyond. The cash flow projections indicate that the Group will be able to meet its liabilities as they fall due and will be able to operate within the facilities currently available. The Trustees consider that there are no material uncertainties over the Foundation’s financial viability.
THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) 1 STATEMENT OF ACCOUNTING POLICIES (continued)
Judgments in applying Accounting Policies and Key Sources of Estimation Uncertainty
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The items in the financial statements where these estimates and judgments have been made include the following:
(i) Useful economic lives of tangible and intangible assets
The annual depreciation and amortisation charge for the tangible and intangible assets are 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. See notes 9, 10 and 11 for the carrying amount of the assets and notes 1(i), (j) and (k) for the useful lives for each class of assets.
(ii) Impairment of investments
When assessing impairment of the investments, management considers factors including the financial results, future outlook, net assets and market value of each investment. See note 12 for the net carrying amount of investments.
(iii) Impairment of investment properties
Investment properties are stated in the Balance Sheet at potential freehold market value. A formal professional valuation is carried out at least every five years, and prepared on an informal basis in the intervening period. Gains or losses are taken to the Statement of Financial Activities. No depreciation is provided on investment properties. See note 12 for the net carrying amount of investment properties.
(iv) Impairment of debtors
The group makes an estimate of the recoverable value of trade and fee debtors. When assessing impairment of trade and fee debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 13 for the net carrying amount of the debtors.
(c) Basis of consolidation
The consolidated statement of financial activities and balance sheet include the financial statements of The Dean Close Foundation and its subsidiary Companies, Dean Close Services Limited, Dean Close Nurseries Limited and Dean Close General Charitable Trust and certain Scholarship Funds made up to 31 August 2025. Dean Close Services Limited manages commercial activities and lets property on behalf of the Foundation and operates the School shops and the Bacon Theatre. Dean Close Nurseries Limited operated nine children’s day nurseries during the year under review. All intra group sales and profits are eliminated fully on consolidation. On 28 June 2024. Dean Close Foundation set up a new subsidiary, Dean Close Education Limited. The Foundation owns 100% of the share capital in Dean Close Education Limited. The subsidiary is dormant for the year ended 31 August 2025 and has not been consolidated into Dean Close Foundation on the grounds that it is immaterial.
|
| | || | |
THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) BcceeeLE ee eee 1 STATEMENT OF ACCOUNTING POLICIES (continued) (d) Incoming resources
Fees and similar income
Fees receivable and charges for services and use of premises are accounted for in the period in which the service is provided. School fee income represents fees receivable, including additional charges, less concessions. Amounts received under the School's Advance Fee Scheme contracts for education not yet utilised to settle school fees are recorded as deferred income and allocated as current liabilities where the education will be provided within 12 months from the reporting date and as long-term liabilities where the education will be provided in subsequent years.
Non-charitable trading
Income from non-charitable trading represents the turnover from the trading activities of the subsidiary companies, Dean Close Services Limited and Dean Close Nurseries Limited and is recognised when the company has earnt entitlement to the revenues.
Investment Income
Dividend income is accounted for at the date on which the Charity has entitlement to the dividend. Interest on bank balances and fixed income securities are accounted for in the period in which interest (e) Governmentis earned. grants Income from Government grants, whether “capital” grants or “revenue” grants, is recognised when the Group has entitlement to the funds, any performance conditions attached to the grants have been met, it is probable that the income will be received and the amount can be measured reliably. Where entitlement occurs before income is received, the income is accrued. Where income is received in advance of the Group having entitlement to the funds, the income is deferred. (f) Donations Donations are accounted for as and when entitlement arises, the amount can be reliably quantified and economic benefit to the Charity is considered probable. Donations receivable for the general purposes of the Charity are credited to “other unrestricted funds”, to distinguish them from direct Foundation income. Donations for purposes restricted by the wishes of the donor are taken to “restricted funds” where these wishes are legally binding on the Trustees. 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. Gifts in kind are valued at estimated open market value at the date of gift, in the case of assets for retention or consumption, or of the value to the Foundation in the case of donated services or facilities.
(f) Donations
g) Legacies
For residuary legacies, entitlement is taken as the earlier of the date on which either the charity is aware that probate has been granted, the estate has been finalised and notification has been made by the executor(s) to the charity that a distribution will be made, or when a distribution is received from the estate. Pecuniary legacies are recognised once probate has been granted and notification received and where they can be reliably measured. Receipt of a legacy, in whole or in part. is only considered probable and measurable when the amount can be measured reliably and there are no potential claims against the estate.
Zt
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) Bcc)Se
4 STATEMENT OF ACCOUNTING POLICIES (continued)
- (h) Expenditure
Expenditure is accounted for on an accruals basis as soon asa liability is considered probable, discounted to present value for longer term liabilities. Overhead and other costs not directly attributable to particular functional activity categories are apportioned over the relevant categories on the basis of the Trustees’ best estimates of the amount attributable to that activity in the year, either by reference to staff time or space occupied, as appropriate. The irrecoverable element of VAT is included with the item of expense to which it relates.
Cost of generating funds includes all the financing costs of the entity in addition to the costs of the development office and trading expenditure of the subsidiary companies accounted for on an accruals basis.
Governance costs comprise the costs of running the Charity, including strategic planning for its future development, also internal and external audit, any legal advice for the Trustees, and all the costs of complying with constitutional and statutory requirements, such as the costs of Trustees meetings and of preparing statutory accounts and satisfying public accountability.
- (i)
Goodwill and amortisation
Goodwill is the difference between the amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities.
Amortisation is provided on goodwill at rates calculated to write off the cost on a straight line basis over its expected useful life as follows:
Goodwill on acquisition of Nursery Childcare Services (UK) Limited & Little Trees Inchbrook & Little Trees Brownshill 10% on cost
(j) Negative goodwill
Negative goodwill is the difference between the fair value of the assets and liabilities acquired of a business and the amount paid on acquisition.
Negative goodwill is credited to incoming resources on a straight line basis over its expected useful life as follows:
Negative goodwill on Asset Purchase of Airthrie School LLP
20% on valuation
| |
| | | | | | |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
1 STATEMENT OF ACCOUNTING POLICIES (continued)
| (k) | Fixed assets | |
|---|---|---|
| Tangiblefixedassetsarestated inthebalancesheetatcostlessdepreciation. Items costinglessthan £5,000 are written offas an expense on acquisition. Depreciation is calculated so that tangible fixed assets are written off over their currently estimated useful lives at annual rates, which are as follows:- |
||
| Freehold land Freehold property |
Nil 1% - 6.67% on cost |
|
| Plant and equipment | 2%/10%/20% on cost | |
| Theatre equipment | 10% on cost | |
| Fixtures and fittings | 10% - 20% on cost | |
| Motor vehicles | 20% on cost | |
| School shop equipment | 20% on cost | |
| Computerequipment | 10%-25%oncost |
Assets under construction are not depreciated until they are brought into use.
The fixed assets brought in from Kingham Hill School as a gift, were brought in at fair value.
- (I) Operating leases
Rentals under operating leases are charged to the Statement of Financial Activities on a straight line basis over the lease term.
(m) Stocks
Stocks are stated in the balance sheet at the lower of cost and net realisable value after making due allowances for obsolete and slow moving stock.
(n) Debtors
Short term debtors are measured at transaction price, less any impairment.
(o) Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions.
- (p) Creditors
Short term creditors are measured at the transaction price.
(q) Leased assets
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of Financial Activities on a reducing balance basis over the lease term.
- (r) Taxation
The Dean Close Foundation is a registered charity and is not liable to Corporation Tax or Income Tax on all its income and gains properly applied for its charitable purposes. Dean Close Services Limited and Dean Close Nurseries Limited. trading subsidiaries of the Foundation, are liable to Corporation Tax
29
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
1 STATEMENT OF ACCOUNTING POLICIES (continued)
(s) Pension costs
Teaching Staff
The scheme is a multi-employer pension scheme. It is not possible to identify the Charity's share of the underlying assets and liabilities of the Teachers’ Pension Scheme on a consistent and reasonable basis and therefore, as required by FRS 102, the scheme is accounted for as if it were a defined contribution scheme. The Charity's contributions, which are in accordance with the recommendations of the Government Actuary, are charged in the period in which the salaries to which they relate are payable.
The Charity also operates a defined contribution group personal pension plan with AVIVA. Employer's pension costs are charged in the period in which the salaries to which they relate are payable.
All pension costs are allocated to unrestricted funds, this being the fund from which wages and salaries are paid.
Non-Teaching Staff
The Charity operates a defined contribution group personal pension plan for its non-teaching staff with AVIVA. Employer's pension costs are charged in the period in which the salaries to which they relate are payable.
All pension costs are allocated to unrestricted funds, this being the fund from which wages and salaries are paid.
(t) Investments
Listed investments are valued at market value as at the balance sheet date. Unrealised gains and losses arising on the revaluation of investments are credited or charged to the Statement of Financial Activities and are allocated to the appropriate Fund according to the “ownership” of the underlying assets. Investments in subsidiaries are valued at cost less provision for impairment.
Freehold investment property is included at fair value and no charge for depreciation is made.
(u) Composition fees
The Charity operates a composition fee scheme for parents. Income arising is treated as general income of the Foundation, out of which provision for future fee liabilities under the scheme is made.
(v) Recognition of liabilities
Liabilities are recognised when the Charity has an obligation to make payment to a third party.
(w) Redundancy
Redundancy and termination costs only occur where absolutely necessary and are accounted for on an accruals basis when the commitment to terminate a post on the grounds of redundancy has been made.
THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) 1 STATEMENT OF ACCOUNTING POLICIES (continued)
(x) Funds policy
Unrestricted funds are funds that are available for use at the discretion of the Trustees in furtherance of the objects of the Charity.
Designated funds are unrestricted funds which have been set aside by Trustees for specific purposes.
Restricted funds are to be used in accordance with specific restrictions imposed by the donors or which have been raised by the Charity for particular purposes.
The Charity holds a donation and a grant under permanent endowment. Any income arising on the Permanent Endowment Fund is treated as restricted income of the Charity. Funded generously by a former pupil, the Saunders Foundation Awards provide a unique opportunity to support children and creating life-changing opportunities for families contributing to the rural economy
Expendable endowment funds represent the expendable endowment of the Charity. The funds are expendable at the discretion of the Trustees.
(y) Financial instruments
Basic financial instruments are initially recognised at transaction value and subsequently measured at amortised cost with the exception of investments which are held at fair value. Financial assets held at amortised cost comprise cash at bank and in hand, together with trade and other debtors. A specific provision is made for debts for which recoverability is in doubt. Cash at bank and in hand is defined as all cash held in instant access bank accounts and used as working capital. Financial liabilities held at amortised cost comprise all creditors except social security, other taxes and fees received in advance.
2 Charitable activities — fees receivable
| 2025 | 2024 | |
|---|---|---|
| £ | £ | |
| Fees receivable comprise: | ||
| School fees | 30,202,977 | 30,103,000 |
| Allowances | ||
| Bursaries and concessionary fees Scholarships and exhibition awards |
(3,317,887) (932,742) |
(3,283,610) (1,134,036) |
| Add back: Bursaries, scholarships and | 25,952,348 | 25,685,354 |
| awards paid for by restricted funds | 152,421 | 110,738 |
| 26,104,769 | 25,796,092 |
Scholarships, bursaries and exhibition awards paid for out of Restricted funds were £152,421 (2024: £110,738).
|
|
|
| | | |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) SSS
3 Income from subsidiary’s trading activities
(a) The Charity owns the whole of the ordinary share capital of Dean Close Services Limited (registered number 02627579, registered office Shelburne Road, Cheltenham, GL51 6HE), whose trading activities include the school shops, and management and letting of facilities on behalf of the Charity such as the Bacon Theatre.
The following trading results for the subsidiary are incorporated in the Consolidated Statement of Financial Activities:
| The following trading results for the subsidiary are incorporated Financial Activities: |
incorporated in the Consolidated Statement | Statement of |
|---|---|---|
| 2025 | 2024 | |
| 2 | a | |
| Turnover Cost ofsales |
1,253,045 (277,568) |
1,186,728 (298,767) |
| Gross profit Administrative expenses Governance costs Interest payable Other income |
975,477 (546,681) (4,200) (2,171) 2,000 |
887,961 (491,985) (3,500) (3,098) - |
| Operating profit DonationmadeundergiftaidtotheFoundation |
424,425 (473,391) |
389,378 (389,378) |
| Retained profitforthefinancialyear | : - a |
|
| Total assets | 431,559 | 427,120 |
| Total liabilities | 244,762 | 191,357 |
| Share capital Profit and loss account |
120,000 66,797 |
120,000 115,763 |
| Shareholder’sfunds | 186,797 | 235,763 |
The subsidiary donated taxable profits to the Charity of £473,391 (2024: £389,378) under the Gift Aid Scheme.
Included in cost of sales and administration expenses are £372,597 (2024: £323,863) paid to The Dean Close Foundation. These transactions were eliminated on consolidation. At the year end, £34,954 was owed to The Dean Close Foundation (2024: £63,078 from The Dean Close Foundation). and £602 was owed from Dean Close Nurseries Limited (2024: £602).
32
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
3 Income from subsidiary’s trading activities (continued)
- (b) The Charity owns the whole of the ordinary share capital of Dean Close Nurseries Limited (registered number 09635445, registered office Shelburne Road, Cheltenham, GL51 6HE), whose trading activities during the year under review include the provision of nursery care operating from nine sites.
The following trading results for the subsidiary are included in the Consolidated Statement of Financial Activities:
| Activities: | ||
|---|---|---|
| 2025 | 2024 | |
| £ | £ | |
| Turnover | 6,396,642 | 5,322,704 |
| Operating expenses | (269,760) | (253,594) |
| Gross profit | 6,126,882 | 5,069,110 |
| Administrative expenses | (4,891,208) | (4,071,570) |
| Governance costs | (10,350) | (7,500) |
| Operating profit | 1,225,324 | 990,040 |
| Donation made under gift aid tothe Foundation | (1,278,273) | (990,040) |
| Retained profit forthe financial year | (52,949) | - |
| Total assets | 955,578 | 1,017,631 |
| Total liabilities | 52,578 | 61,682 |
| Share capital | 10,000 | 10,000 |
| Profitand loss account | 893,000 | 945,949 |
| Shareholder’sfunds | 903,000 | 955,949 |
The subsidiary donated £1,278,273 (2024: £990,040) taxable profits to the Charity under the Gift Aid Scheme.
Included in operating and administration expenses are £4,518,614 (2024: £3,464,277) paid to The Dean Close Foundation. These transactions were eliminated on consolidation. At the year end, £511,425 (2024: £728,122) was owed by The Dean Close Foundation and £602 was owed to Dean Close Services Limited (2024: £602).
|
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THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) _
4(a) Charitable Gift from Kingham Hill School
==> picture [361 x 101] intentionally omitted <==
----- Start of picture text -----
|||||
|---|---|---|---|
|Gift|
|recognised|
|£|
|Tangible|fixed|assets|27,511,292|
|Current|Assets|1,590,680|
|Current|Liabilities|(1,931,569)|
|Bank|Loan|(3,542,797)|
|eae|
|23,627,606|
----- End of picture text -----
The assets and liabilities of Kingham Hill School were transferred at fair value over to The Dean Close Foundation by the way of a charitable merger on 1s August 2025 for nil consideration. Given the nature of the transaction, the transfer has been reflected in the Foundation’s financial statements as a donation. This donation reflects the assets and liabilities as transferred.
4(b) Charitable Gift - The Saunders Foundation Award
Investment Properties
==> picture [50 x 87] intentionally omitted <==
----- Start of picture text -----
Gift
recognised
£
5,363,000
5,363,000
----- End of picture text -----
Funded generously by a former pupil, the Saunders Foundation Awards provide a unique opportunity to support children and creating life-changing opportunities for families contributing to the rural economy. Given the nature of the transaction, the gift has been reflected in the Foundation’s financial statements as a donation. This donation reflects the assets transferred.
34
:
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
(CONTINUED)
5 Charitable activities - ancillary trading income
| 2025 | 2024 | |
|---|---|---|
| £ | £ | |
| Registration fees | 30,760 | 36,220 |
| Pupils insurance discounts | 790 | 1,047 |
| Sundry receipts | 462,228 | 262,079 |
| School trips and activities | 246,665 | 243,261 |
| 740,443 | 542,607 |
6 Net incoming resources
This is stated after charging/(crediting):
| Group | Foundation | Group | Foundation | ||
|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | ||
| £ | £ | 3 | 3 | ||
| Depreciation of tangible | |||||
| fixed assets | |||||
| - Owned | 1,161,172 | 1,078,806 | 1,051,584 | 982,412 | |
| - Held under hire | 60,779 | 49,233 | 52,075 | 40,528 | |
| purchase | |||||
| Amortisation of goodwill | 139,637 | - | 110,888 | - | |
| Amortisation of negative | (15,863) | (15,863) | (15,863) | (15,863) | |
| goodwill | |||||
| Auditor’s remuneration: | |||||
| - Fees payable for the | |||||
| audit of the financial | * | 53,825 | 39,800 | 40,500 | 29,500 |
| statements | |||||
| - Tax and other advisory | 8,185 | 3,755 | 3,000 | - | |
| services | |||||
| Operating leases: | |||||
| - Land and Property | 472,766 | 472,766 | 449,413 | 449,413 | |
| Interest payable | |||||
| - Under hire purchase | 13,233 | 11,062 | 15,254 | 12,156 | |
| - Other | 648,971 | 648,971 | 748,319 | 748,319 | |
| Profit on disposal of | (4,579) | (4,579) | (1,570) | (1,570) | |
| tangiblefixedassets |
| |
|
| | | | | | |
| | |
| |
| THE | DEAN CLOSE FOUNDATION | |||
|---|---|---|---|---|
| NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR (CONTINUED) |
ENDED 31 | AUGUST 2025 | ||
| 7 | Staffcosts | |||
| 2025 | 2024 | |||
| £ | £ | |||
| Wages and salaries | 20,452,853 | 17,751,060 | ||
| Social security costs Pension contributions -Teachers’ PensionScheme |
1,954,047 1,544,871 |
1,518,839 1,551,237 |
||
| Pension contributions—other Other costs including agency staff |
461,839 133,500 |
349 424 292.144 |
||
| Total direct costs ofemployment | 24,547,110 | 21,462,704 | ||
| 2025 t |
2024 5 |
|||
| Aggregateemployee — benefits ofkeymanagementpersonnel | 1,208,497 | 1,068,050 | ||
| The average number of staff during the year was: | ||||
| 2025 | 2024 | |||
| Headcount | Headcount | |||
| Teaching Staff Nursery Staff |
314 178 |
306 159 |
||
| Administration support: | ||||
| Welfare Premises |
151 39 |
123 36 |
||
| Support Administration of charity |
165 __4 |
156 1 |
||
| 848 | 781 | |||
| The number of higher paid employees was: | ||||
| 2025 | 2024 | |||
| No. | No. | |||
| £60,001 - £70,000 | 28 | 26 | ||
| £70,001 - £80,000 | 9 | 4 | ||
| £80,001 - £90,000 | 3 | 4 | ||
| £90,001 - £100,000 | 1 | 1 | ||
| £130,001 - £140,000 | 1 | 1 | ||
| £150,001 - £160,000 | 1 | - | ||
| £180,001 - £190,000 | - | 1 | ||
| £220,001-£230,000 | 1 | - |
In the year, contributions were made for 24 (2024: 23) higher paid employees. to the Teachers’ Pension Scheme, a defined benefit scheme and contributions were made for 21 (2024: 17) higher paid employee to a defined contribution scheme.
The Trustees received ENil (2024: ENil) remuneration during the year
During the year. there were redundancy or termination payments made which amounted to £61,626 (2024: £15,039). At the year end ENil was outstanding (2024: £5,000).
36
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THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED (CONTINUED)
31 AUGUST 2025
8(a) Analysis of expenditure
| Other | Total | Total | |||
|---|---|---|---|---|---|
| Staff costs | costs | Depreciation | 2025 | 2024 | |
| £ | £ | £ | £ | £ | |
| Costs of generating funds | |||||
| Trading costs | 4,336,620 | 1,569,407 | 93,911 | 5,999,938 | 5,130,014 |
| Financing costs | - | 714,033 | - | 714,033 | 823,878 |
| Investment management | |||||
| fees | - | 26,263 | - | 26,263 | 25,519 |
| Development costs | 127,362 | 23,986 | - | 151,348 | 126,153 |
| Total costs of generating | 4,463,982 | 2,333,689 | 93,911 | 6,891,582 | 6,105,564 |
| funds | |||||
| Charitableactivities | |||||
| Education andgrantmaking | |||||
| Teaching | 13,056,839 | 1,036,992 | - | 14,093,831 | 13,839,219 |
| Welfare | 1,874,257 | 1,442,708 | - | 3,316,965 | 2,737,281 |
| Premises Support costs and |
2,486,378 | 2,217,875 | 391,640 | 5,095,893 | 3,499,143 |
| governance | 2,665,654 | 2,550,246 | 736,400 | 5,952,300 | 6,297,815 |
| Grants, awards and prizes | “ | 152,422 | - | 152,422 | 110,738 |
| Total charitable | 20,083,128 | 7,400,243 | 1,128,040 | 28,611,411 | 26,484,196 |
| expenditure | |||||
| Total expended | 24,547,110 | 9,733,932 | 1,221,951 | 35,502,993 | 32,589,760 |
| (b) Governance included in support costs | |||||
| 2025 | 2024 | ||||
| £ | £ | ||||
| Remuneration paid to auditor | 53,825 | 40,500 | |||
| Reimbursement of personal expenses to Trustees | 237 | 1,754 | |||
| Other governance costs | 5,955 | 6,194 | |||
| 60,017 | 48,448 |
8 (b) Governance included in support costs
Of the Trustees 1 (2024: 6) received a total of E237 (2024: £1,754) in respect of repayment of travel and accommodation costs, reference books and attendance at training and conferences.
37
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
| 9 | Intangible fixed assets— Group only | |
|---|---|---|
| Total | ||
| Goodwill | ||
| fs | ||
| Cost | ||
| At 1 September 2024 and 31 August 2025 |
1,108,881 | |
| Amortisation | ||
| At 1 September 2024 |
776,216 | |
| Charge for the year | 110,888 | |
| At 31 August 2025 | 887,104 | |
| Net book value | ||
| At 31 August 2025 | 221,777 | |
| At31August2024 | 332,665 |
Goodwill arose from the acquisition of the shares in Nursery Childcare Services (UK) Limited on 1 September 2018, which held two profitable nurseries which were transferred to another group entity. Goodwill is amortised over the Trustees’ estimate of its useful life of 10 years.
10 Intangible fixed assets — Group and Foundation
| Total | |
|---|---|
| Goodwill | |
| £ | |
| Cost | |
| At 1 September 2024 | - |
| Additions | 1,724,919 |
| At 31 August 2025 | 1,724,919 |
| Amortisation | |
| At1September 2024 | - |
| Charge fortheyear. | 28,749 |
| At 31 August 2025 | 28,749 |
| 7 | |
| Net book value | |
| At 31 August 2025 | 1,696,170 |
| At31August2024 | - |
On 1 July 2025, the Foundation acquired two nurseries from Pollys Day Nursery's. The acquisition was accounted for using the purchase method. Goodwill arose from this acquisition and is amortised over the Trustees’ estimate of its useful life of 10 years.
|
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
10 Negative goodwill — Group and Foundation
==> picture [376 x 253] intentionally omitted <==
----- Start of picture text -----
Total
Negative
Goodwill
£
Cost
At 1 September 2024 and 31 August 2025 (79,313)
Amortisation
At 1 September 2024 50,230
Credit for the year 15,862
At 31 August 2025 66,092
Net book value
At 31 August 2025 (13,221)
At 31 August 2024 (29,083)
----- End of picture text -----
Negative goodwill arose from the Asset Purchase of Airthrie School LLP on 5 July 2021. These assets were included in the financial statements at fair value together with associated costs and are in respect of tangible fixed assets. The difference between the valuation and purchase price resulted in negative goodwill of £79,313. This sum is being credited back to incoming resources in the Statement of Financial Activities over a 5 year period on a straight line basis.
| | | | | | | | | | | | | | } | | | | |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
| 11 | Tangible fixed assets - Group | Tangible fixed assets - Group | ||||
|---|---|---|---|---|---|---|
| Freehold | Assets | Fixtures | ||||
| land and | under | and | Plant and | |||
| Cost | property £ |
construction £ |
fittings £ |
equipment £ |
Total £ |
|
| At 1 September2024 Additions Disposals |
40,689,834 27,568,825 - ee |
158,917 61,603 - — |
4,503,644 1,440,306 - a |
5,940,407 540,377 (47,534) ee |
51,292,802 29,611,111 (47,534) —___ |
|
| At31 August2025 Depreciation |
68,258,659 acess |
220,520 calc aa |
5,943,950 parser |
6,433,250 Pn eeecers |
||
| At 1 September 2024 Charge fortheyear Disposals |
11,089,856 392,780 5 |
- - ss |
2,823,497 380,119 a |
3,286,027 449,052 (45,263) |
17,199,380 1,221,951 (45,263) |
|
| At 31 August 2025 | 11,482,636 | - | 3,203,616 | 3,689,816 | 18,376,068 | |
| Netbook value At 31 August 2025 |
56,776,023 | 220,520 | 2,740,334 | 2,743,434 | 62,480,311 | |
| At 31 August 2024 | 29,599,978 | 158,917 | 1,680,147 | 2,654,380 | 34,093,422 | |
| a | ————— | ae | samt | ss |
The net book value of assets held under finance leases or hire purchase contracts included above within Plant and Equipment is £324,022 (2024: £327,101). Tangible fixed assets — The Dean Close Foundation
| Freehold | Assets under | Fixtures | |||
|---|---|---|---|---|---|
| land and property £ |
construction £ |
and fittings £ |
Plantand equipment £ |
Total £ |
|
| Cost At1September 2024 Additions Disposals |
40,689,834 27,568,825 - |
158,917 61,603 - |
4,096,429 1,252,936 - |
5,623,954 511,585 (30,534) |
50,569,134 29,394,948 (30,534) |
| At 31 August 2025 | 68,258,659 | 220,520 | 5,349,365 | 6,105,005 | 79,933,549 |
| Depreciation | |||||
| At 1 September 2024 | 11,089,856 | - | 2,559,238 | 3,122,016 | 16,771,110 |
| Charge for the year Disposals |
392,780 - |
. | 319,748 - |
415,511 (28,263) |
1,128,039 (28,263) |
| At 31 August 2025 | 11,482,636 | - | 2,878,986 | 3,509,264 | 17,870,886 |
| Net book value | |||||
| At 31 August 2025 | 56,776,023 | 220,520 | 2,470,379 | 2,595,741 | 62,062,663 |
| At31August2024 | 29.599.978 | 158.917 | 1.537.191 | 2,501,938 | 33,798,024 |
The net book value of assets held under finance leases or hire purchase contracts included above within Plant _ and Equipment is £254,743 (2024: £246,275).
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 CONTINUED
a
| 12(a) | Investments | Group | Group |
|---|---|---|---|
| 2025 | 2024 | ||
| £ | £ | ||
| At 1 September 2024 Incoming funds |
3,661,654 - |
3,296,063 - |
|
| Gains/(losses) Management fees Dividends reinvested At31August2025 |
(67,819) (26,263) 93,354 3,660,926 |
286,374 (25,518) 104,735 3,661,654 |
Details of the additions and disposals during the year are shown in the Cash Flow Statement. These balances can be further analysed as follows:
| Group __Foundation | Group __Foundation | Group | Foundation | |||
|---|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | |||
| £ | & | £ | £ | |||
| (a) | Investment | in market value | 3,590,240 | 3,590,240 | 3,628,770 | 3,628,770 |
| (a) | Investment | in cash | 70,686 | 70,686 | 32,884 | 32,884 |
| (b) | Investment | in subsidiaries | - | 1,297,725 | - | 1,408,613 |
| (c) | Investments | in property | 5,457,340 | 5,457,340 | - | - |
| 9,118,266 | 10,415,991 | 3,661,654 | 5,070,267 |
12(b) Investments — Group
Investments held on non-UK stock markets totalled £875,068 (2024: £762,758). Within the investment portfolio, the Charity does not hold any specific investments which represent more than 5% of the overall investment portfolio (2024: none) The market values of quoted investments held at 31 August 2025 are based upon stock market quoted prices at the year end date.
12(c) Investments — Property
Freehold Property & Land £ Additions: Investment Properties 5,457,340 At 31 August 2025 5,457,340
Additions: Investment Properties
The investment is primary held to provide a return to support Saunders Foundation Awards. The property was valued in December 2023 at fair value by Carver Knowles. The Trustees are of the opinion that there has been no change in value of the property since the date of the valuation and the investment is included at fair value.
| 2025 | 2024 | ||
|---|---|---|---|
| 12(d) | Investment income | E | £ |
| Dividends from managed funds | 87,693 | 102.191 | |
| Interest on government stocks | 4,230 | 2,330 | |
| Interest on cash deposits | 1,363 | 3.654 | |
| Rental income on property | 33,500 | 33,500 | |
| 126,787 | 141.675 |
41
| |
| |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
| 13 | Debtors | ||||
|---|---|---|---|---|---|
| Group __Foundation | Foundation | Group | Foundation | ||
| 2025 | 2025 | 2024 | 2024 | ||
| £ | £ | 3 | £ | ||
| Fees and extras (less provision for | |||||
| bad debts) Other debtors Prepayments and accrued income |
8,097,450 652,853 1,876,738 |
8,084,885 509,329 1,777,968 |
927,852 322,999 511,299 |
916,480 227,714 472,142 |
|
| 10,627,041 | 10,372,182 | 1,762,150 | 1,616,336 | ||
| Fees and extras are stated after impairment provisions totalling £724,427 (2024: £483,471). | |||||
| The rules for VAT require the traditional early issuance of Michaelmas bills now to be treated as a | |||||
| tax point and therefore increase debtors with aVAT creditor until the first day of term. |
even though the invoices are not due | ||||
| 14 | Creditors: amounts falling due within one year | ||||
| Group _Foundation 2025 2025 |
Group 2024 |
Foundation 2024 |
|||
| Bank loans (see note 15) Other loan(see note 15) Bank overdraft |
£ 1,125,053 125,000 1,106,451 |
£ 1,125,053 125,000 1,106,451 |
£ 1,247,000 125,000 - |
£ 1,247,000 125,000 - |
|
| Fees received in advance Trade creditors Amounts owed to subsidiaries Taxation and social security Other creditors Accruals and deferred income Obligations under finance lease and hire purchase contracts (see note 17) |
11,061,308 2,007,016 - 2,334,970 855,803 863,785 109,545 |
11,061,308 1,940,085 476,472 2,334,970 811,912 736,220 89,514 |
8,290,956 221,348 - 382,942 369,637 767,100 87,602 |
8,290,956 201,212 791,200 382,942 330,590 616,301 68,544 |
|
| Deposits held | 2,034,436 | 2,034,436 | 1,579,228 | 1,579,228 | |
| 21,623,367 | 21,841,421 | 13,070,813 | 13,632,973 | ||
| Composition fees (see note 16) | 2,295,352 | 2,295,352 | 1,841,073 | 1,841,073 | |
| 23,918,719 | 24,136,773 | 14,911,886 | 15,474,046 |
14 Creditors: amounts falling due within one year
42
| THE | DEAN CLOSE FOUNDATION | DEAN CLOSE FOUNDATION | |||||
|---|---|---|---|---|---|---|---|
| NOTES TO THE FINANCIAL STATEMENTS | FOR THE YEAR | ENDED 31 AUGUST 2025 | |||||
| (CONTINUED) | _ | ||||||
| ee | |||||||
| 15 | Creditors: amounts falling due aftermore than one year | ||||||
| Group __Foundation | Group | Foundation | |||||
| 2025 | 2025 | 2024 | 2024 | ||||
| Bank loans (see below) | £ 11,479,246 |
£ 11,479,246 |
ra 6,632,611 |
£ 6,632,611 |
|||
| Other loan (see below) | 1,275,000 | 1,275,000 | 1,400,000 | 1,400,000 | |||
| Obligations under finance lease and | 54,067 | 50,702 | 123,733 | 100,336 | |||
| hire purchase contracts (see note 17) | |||||||
| Composition fees (note 16) | 1,682,086 | 1,682,086 | 2,831,561 | 2,831,561 | |||
| 14,490,399 | 14,487,034 | 10,987,905 | 10,964,508 | ||||
| The bank loans are repayable | by instalments | ||||||
| 2025 | 2024 | ||||||
| £ | £. | ||||||
| Over 5 years | - | 4,619,830 | |||||
| Within 2 to 5 years | 10,754,193 | 1,155,000 | |||||
| Within 1 to 2 years | 725,053 | 857,781 | |||||
| 11,479,246 | 6,632,611 | ||||||
| Within 1 year (see note 14) | 1,125,053 | 1,247,000 | |||||
| 12,604,299 | 7,879,611 |
On 18 June 2021, formal repayment terms were agreed relating to an existing bank loan of £7,699,800. The maximum facility limit was £7.7m which was repayable in 60 instalments of £128,333.34 payable on 31 January, 30 April and 30 September of each year. The interest rate on the loan was 1.98% above Bank of England Base Rate. The loan was secured on certain freehold properties. On 31 August 2023, this loan was reviewed and continues on the same repayment terms as the pre-existing loan for a period of 17 years 11 months. The interest rate on the loan is 1.98% above Bank of England Base Rate. On 5 December 2024, the loan was reviewed and is repayable over a 5-year term commencing on 10 December 2024 in 59 monthly instalments of £56,823.42 (capital and interest) with the remaining balance due no later than 31 December 2024 The interest rate on the loan is 1.95% above the Bank of England Base Rate.
On 7 September 2021, a loan of £750,000 was agreed to finance the purchase of a property. The loan is repayable over a 3-year term commencing on 27 October 2021 in 35 monthly instalments of £3,819.42 (capital and interest) with the remaining balance due no later than 27 September 2024. The interest rate on the loan is 1.97% over the Bank of England Base Rate. The loan is secured on certain freehold properties. On 5 December 2024, the loan was reviewed and is repayable over a 5- year term commencing on 10 December 2024 in 59 monthly instalments of £4,032.35 (capital and interest) with the remaining balance due no later than 31 December 2024 The interest rate on the loan is 1.95% above the Bank of England Base Rate On 31 August 2023, a loan of £850,000 was agreed which was drawn down on 13 September 2023 to finance the purchase of a property. The loan was repayable in full by one instalment on 13 September 2024. On 3 September 2024, the repayment date was extended to 13 March 2025. The interest rate on the loan is 1.75% over the Bank of England Base Rate. The loan is secured on certain freehold properties. Post year end the loan was re-paid on 20 October 2025.
On 25 May 2025, a loan of £1,700,000 was agreed to finance the purchase of a group of nurseries. The loan is repayable over a 5-year term commencing on 25 June 2025 in 59 monthly instalments of £12,682.09 (capital and interest) with the remaining balance due no later than 30 June 2030. The interest rate on the loan is 2% over the Bank of England Base Rate. The loan is secured on certain freehold properties
On 25 July 2025. a loan of £3.700,000 was agreed to replace the loan Kingham Hill School had in place. The loan is repayable over a 5-year term commencing on 28 July 2025 in 59 monthly instalments of £27,059.09 (capital and interest) with the remaining balance due no later than 31 July 2030. The interest rate on the loan is 2% over the Bank of England Base Rate. The loan is secured on certain freehold properties
43
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
15 Creditors: amounts falling due after more than one year (continued)
The other loan is repayable by instalments
| The other loan is repayable by instalments | ||
|---|---|---|
| 2025 | 2024 | |
| £ | £ | |
| Over 5 years | 750,000 | 900,000 |
| Within 2 to 5 years | 400,000 | 375,000 |
| Within 1 to 2 years | 125,000 | 125,000 |
| 1,275,000 | 1,400,000 | |
| Within 1 year (see note 14) | 125,000 | 125,000 |
| 1,400,000 | 1,525,000 |
The other loan is in respect of the Asset Purchase of Airthrie School LLP and is secured on certain freehold property. The loan is repayable over a 15 year term and annual repayments commenced on 5 July 2022. The interest rate is fixed at 1%.
16 Creditors: composition fees
Parents may pay the school tuition fees in advance. Assuming pupils will remain in the Charity's schools, the amounts due will be applied as follows:
| Group and — Group and | Group and — Group and | |
|---|---|---|
| Foundation | Foundation | |
| 2025 | 2024 | |
| £ | £ | |
| Greater than 5 years Within 2 to 5 years |
91,033 489,632 |
143,560 1,058,877 |
| Within 1 to 2 years | 1,101,421 | 1,629,124 |
| 1,682,086 | 2,831,561 | |
| Within 1 year (see note 14) | 2,295,352 | 1,841,073 |
| 3,977,438 | 4,672,634 |
Discounts are given on composition fee accounts in accordance with the rate as set out in the individual signed agreements.
The balance represents the accrued liability under the contracts. The movements during the year were:
| £ | |
|---|---|
| Balance at 1 September 2024 |
4,672,634 |
| New contracts | 1,156,190 |
| Refunds | - |
| Amounts utilised in payment of fees to the Charity | (1,864,565) |
| Discounts given | 13,179 |
| Balanceat31August2025 | 3,977,438 |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
17 Hire purchase and finance leases
Minimum lease payments under hire purchase fall due as follows:
| Group | _-Foundation | Group | Foundation | |
|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | |
| £ | £ | g | £ | |
| Within one year | 109,545 | 89,514 | 87,602 | 68,544 |
| Between 1 — 5 years | 54,068 | 50,702 | 123,733 | 100,336 |
| 163,613 | 140,216 | 211,335 | 168,880 |
The assets held under hire purchase are in respect of plant & equipment.
18 Financial instruments
| Group | __Foundation | Group | Foundation | |||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | |||||
| £ | £ | £ | £ | |||||
| Financial | assets | measured | at | fair | 9,118,265 | 9,118,265 | 3,661,654 | 3,661,654 |
| value |
Financial assets held at fair value include assets held as investments.
19 Net assets of the funds of the Group and The Dean Close Foundation
The net assets held as at 31 August 2025 for the various funds are as follows:
| Goodwill | Fixed assets | Net current | ||||
|---|---|---|---|---|---|---|
| on consolidation |
and Investments |
(liabilities)/ assets |
Long term liabilities |
Total | ||
| £ | £ | £ | £ | £ | ||
| Endowed funds | - | 5,814,983 | - | - | 5,814,983 | |
| Restricted funds | - | 604,508 | - | - | 604,508 | |
| General funds | - | 67,742,112 | (12,935,012) | (14,487,033) | 40,320,067 | |
| Foundation | - | 74,161,603 | (12,935,012) | (14,487,033) | 46,739,558 | |
| Subsidiary and other | (945,946) | 417,648 | 675,515 | (3,366) | 143,851 | |
| funds | ||||||
| Consolidation adjustments |
- | 1167,723 | (1,297,726) ee |
- - (130,003) a |
||
| 224,777 | 73,281,525 | (12,259.497) | (14.490.399) | 46,753,406 |
| | |
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 CONTINUED
19 Net assets of the funds of the Group and the Dean Close Foundation (continued)
| Goodwill | Fixedassets | Net current | |||
|---|---|---|---|---|---|
| Comparative 2024 | on consolidation |
and Investments |
assets/ (liabilities) |
Longterm Liabilities |
Total |
| £ | £ | £ | £ | £ | |
| Endowed funds Restricted funds General funds |
- - - |
471,634 606,527 37,761,047 |
- - (9,489,691) |
- - (10,964,508) |
471,634 606,527 17,306,848 |
| Foundation | - | 38,839,208 | (9,489,691) | (10,964,508) | 18,385,009 |
| Subsidiary and other funds |
(945,947) | 295,397 | 919,709 | (23,397) | 245,762 |
| Consolidation adjustments |
1,278,612 | (1,408,612) | - | - | (130,000) |
| Group | 332,665 | 37,725,993 | (8,569,982) | (10,987,905) | 18,500,771 |
19(a) Endowed funds: Movements in the year (Group and Foundation)
| Balance | |||||
|---|---|---|---|---|---|
| Balance at | at 31 | ||||
| 1 September 2024 £ |
Incoming endowments £ |
Amounts expended £ |
Transfers £ |
August 2025 £ |
|
| Permanent endowments: Arts Council Grant Saunders Foundation Award |
471,634 : |
- 5,363,000 |
- - |
(19,651) - |
451,983 5,363,000 |
| —471,634 | 5,363,000 | ___- | (19,651) | 5,814,983 |
The grant received from the Arts Council in respect of the construction in 1997 of the new Music School amounted to £982,561. This is being amortised over the useful life of the Music School, with the amortisation charge of £19,651 for the year being transferred to unrestricted funds.
The grant is an endowment fund by virtue of its purpose being to provide Arts in the community by building the Music School and is subject to certain conditions being met.
Funded generously by a former pupil, the Saunders Foundation Awards provide a unique opportunity to support children and creating life-changing opportunities for families contributing to the rural economy
| economy | |||||
|---|---|---|---|---|---|
| Balance | |||||
| Comparative 2024 | Balance at | at 31 | |||
| 1 September 2023 |
Incoming endowments |
Amounts expended |
Transfers | August 2024 |
|
| £ | £ | £ | £ | £ | |
| Permanent endowments: | |||||
| ArtsCouncilGrant | 491,285 | - | - | (19,651) | 471.634 |
|
|
|
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
19(b) Restricted funds: Movements in the year (Group and Foundation)
| Transfers | Balance | ||||
|---|---|---|---|---|---|
| Balance at | and | at 31 | |||
| 1 September 2024 |
Incoming Resources |
Amounts _ Investment expended Losses |
August 2025 |
||
| £ | £ | £ | £ | £ | |
| Prize, Bursary and | |||||
| other funds Private Family |
598,963 | 149,230 | (151,025) | (224) | 596,944 |
| Charitable Trust | 7,564 | - | - | - | 7,564 |
| 606,527 | 149,230 | (151,025) | (224) | 604,508 |
Prize, Bursary and other funds consist of a number of individual bequests received from individual donors and are utilised in accordance with donors’ wishes.
| Comparative | Balance at | Transfers and |
Balance at 31 |
|||
|---|---|---|---|---|---|---|
| Funds 2024 | 1 | September 2023 £ |
Incoming ~—resources £ |
Amounts expended £ |
Investment Gains £ |
August 2024 £ |
| Prize, Bursaryandother funds Private Family |
517,713 | 198,452 | (155,939) | 38,737 | 598,963 | |
| Charitable Trust | 12,904 | - | (5,340) | - | 7,564 | |
| 530,617 | 198,452 | (161,279) | 38,737 | 606,527 |
|
| | |
|
|
| |
|
THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
19(c) Unrestricted funds: Movements in the year
| 1 | Balance at September 2024 £ |
Incoming ~resources £ |
Amounts expended £ |
Transfersand Investment gains £ |
__Balance at 31 August 2025 £ |
||
|---|---|---|---|---|---|---|---|
| General | fund | 17,422,610 | 58,311,237 | (35,351,878) | (47,965) | 40,333,915 |
The General fund includes £40,267,118 (2024: £17,306,848) net assets in respect of funds held by the Foundation. On consolidation, amortisation of goodwill totalling £110,888 was added to the amounts expended which is included in the figure above. Transfers and Investment gains within the General fund include £19,651 transferred from endowed funds. Further details of the transfers are included in notes 19a and 19b.
| Balance at | Transfers and__ | Balance at | |||
|---|---|---|---|---|---|
| Comparative 2024 | 1 September | Incoming | Amounts | Investment | 31 August |
| 2023 | resources | Expended | losses | 2024 | |
| £ | £ | £ | £ | £ | |
| Generalfund | 16,605,399 | 32,978,424 | (32,428,481) | 267,268 | 17,422,610 |
20 Capital commitments
The Group and Foundation had no capital commitments at 31 August 2025 (2024: ENil).
21 Operating lease commitments
The total future minimum lease payments under non-cancellable operating leases are as follows:
| Group __Foundation | Group __Foundation | Group | Foundation | ||
|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | ||
| £ | £ | £ | ra | ||
| Expiring | within 1 year | 576,424 | 576,424 | 425,689 | 425,689 |
| Expiring | within 1 to 5 years | 1,579,200 | 1,579,200 | 1,012,258 | 1,012,258 |
| Expiring | greaterthan5years | 1,359,000 | 1,359,000 | 868,800 | 868,800 |
| | | | | | |
| | | | |
THE DEAN CLOSE FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED)
22 Pension Schemes The Charity participates in the Teachers’ Pension Scheme (the TPS’) for its teaching staff. The pension charge for the year includes contributions payable to the TPS of £1,544,871 (2024: £1,551 ,237) and at the year-end £188,384 (2024: £166,565) was accrued in respect of contributions to this scheme.
The TPS is an unfunded multi-employer defined benefits pension scheme governed by The Teachers’ Pensions Regulations 2010 (as amended) and The Teachers’ Pension Scheme Regulations 2014 (as amended). Members contribute on a “pay as you go” basis with contributions from members and the employer being credited to the Exchequer. Retirement and other pension benefits are paid by public funds provided by Parliament.
The employer contribution rate is set by the Secretary of State following scheme valuations undertaken by the Government Actuary’s Department. The most recent actuarial valuation of the TPS was prepared as at 31 March 2020 and the Valuation Report was published in October 2023. The Valuation Report shows notional assets of £222.2bn and liabilities of E262bn, resulting in a scheme deficit of £39.8bn.
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%.
The Charity also operates one workplace pension scheme (2024: one) on a defined contribution basis. Employer contributions for the year amounted to £461,839 (2024: £349,424), and at the year-end £163,420 (2024: £85,302) was accrued in respect of contributions to this scheme.
23 Related party transactions
In accordance with CC29 — Conflicts of interest: A guide for charity Trustees, certain transactions between Trustees and the Charity are disclosable.
There were no disclosable transactions during the year (2024: none). No donations were received from Trustees during the year (2024: £nil).
Apart from the aforementioned items, there were no related party transactions in the year or prior year, with the exception of those Trustees and key management who have children attending the Charity's schools. School fees incurred by Trustees are paid on a commercial arms’ length basis, whilst key management can benefit from a staff concession that can be available to all eligible members of staff who have children attending the Foundation.
See note 3(a) and 3(b) for details of the transactions which took place between the Charity and its wholly owned subsidiaries, Dean Close Services Limited and Dean Close Nurseries Limited in the year and any amounts outstanding at the year end.
The Ministry of Defence provides some funding each year for the purposes of the Dean Close Combined Cadet Force (CCF). A separate CCF bank account is held by the Charity. The CCF bank account balance as at 31 August 2025 was £517 (2024: £370)
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THE DEAN CLOSE FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 (CONTINUED) 24 Analysis of changes in net debt (Group)
| 41 | Balance at September 2024 £ |
Charitable Giftfrom Kingham Hill School £ |
Cash flows £ |
Other non- cash changes £ |
Balance at 31 August 2025 £ |
|
|---|---|---|---|---|---|---|
| Cashand cash equivalents | ||||||
| Cash Overdraft Duewithinoneyear Bank andother loans Hire purchaseobligations |
4,383,430 - 4,383,430 (1,372,000) (87,602) |
- - - 3,542,797 - |
(3,546,451) (1,106,451) (4,652,902) (3,992,797) (128,665) |
- - - 571,947 106,722 |
836,979 (1,106,451) (269,472) (1,250,053) (109,545) |
|
| Duegreaterthanoneyear | ||||||
| Bankand otherloans Hire purchase obligations |
(8,032,611) (123,733) |
- - |
(5,506,794) - |
785,159 69,666 |
(12,754,246) (54,068) |
|
| Total | (5,232,516) | 3,542,797 | (14,281,158) | 1,533,494 | (14,437,384) |
25 Non-Cash transactions
Non-cash transactions as set out in note 24 relate to interest accrued and added to net indebtedness and assets financed on new hire purchase agreements in the year, which therefore did not result in an outflow of cash.
The Foundation benefitted from two significant non-cash transactions during the year relating to the charitable gifts of the net assets of Kingham Hill School and a gift of investment property as set out in note 4. These are therefore not reflected in the cash flow statement as there was no related movement in cash.
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THE DEAN CLOSE FOUNDATION
CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 AUGUST 2025 (Incorporating a consolidated Income and Expenditure account)
26 Consolidated Statement of Financial Activities - Comparative figures by fund
| Unrestricted funds |
Restricted funds |
©Endowed funds |
Total | |||
|---|---|---|---|---|---|---|
| Notes | 2024 | 2024 | 2024 | 2024 | ||
| £ | pa | £ | £ | |||
| Income from: | ||||||
| Charitable activities | ||||||
| School fees receivable | 2 | 25,796,092 | - | - | 25,796,092 | |
| Ancillary trading income | 4 | 542,607 | - | - | 542,607 | |
| Other trading activities | ||||||
| Non-ancillary trading income | 3 | 6,509,432 | - | - | 6,509,432 | |
| Investments | ||||||
| Investment income | 11(c) | 86,990 | 54,685 | - | 141,675 | |
| Bank and other interest | 43,303 | - | - | 43,303 | ||
| Voluntary sources | ||||||
| Grants and donations | - | 143,767 | - | 143,767 | ||
| Total incoming resources | 32,978,424 | 198,452 | - | 33,176,876 | ||
| Expenditure on: | ||||||
| Raising funds | ||||||
| Non-ancillary trading | 3 | 5,130,014 | - | - | §,130,014 | |
| Financing costs | 823,878 | - | - | 823,878 | ||
| Investment management | 20,968 | 4,551 | - | 25,519 | ||
| Fundraising and development | 126,153 | - | - | 126,153 | ||
| Total deductible costs | 7 | 6,101,013 | 4,551 | - | 6,105,564 | |
| Charitable activities | ||||||
| Education and grant making | 26,327,468 | 156,728 | - | 26,484,196 | ||
| Total expenditure | 7 | 32,428,481 | 161,279 | - | 32,589,760 | |
| Net incoming funds from operations | 549,943 | 37,173 | - | 587,116 | ||
| before transfers and investment | ||||||
| gains/(losses) | ||||||
| Gains/(losses) on investments | 247,617 | 38,737 | - | 286,354 | ||
| Transfers between funds | 19,651 | - | (19,651) | - | ||
| Net movement in funds | 817,214 | 75,910 | (19,651) | 873,470 | ||
| Fund balances at 1 September 2023 |
16,605,399 | 530.617 | 491.285 | 17,627,301 | ||
| OO | OO | - | _ | |||
| Fund balances at 31 August | ||||||
| 2024 | 18 | 17,422,610 | 606,527 | 471,634 | 18,500,771 |