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2025-08-31-accounts

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

Charity Registration No. 1096270

Company Registration No. 4659710 (England and Wales)

THE WOODARD CORPORATION

(A Company Limited by Guarantee)

DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31[st] AUGUST 2025

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

CONTENTS

Page
Company information 1
Directors’ report (incorporating the Strategic Report) 4
Independent auditor’s report 25
Consolidated statement of financial activities 29
Company statement of financial activities 30
Consolidated and company balance sheets 31
Consolidated cash flow statement 32
Notes to the financial statements 33

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

COMPANY INFORMATION

Directors (Meetings attended)

Post and Committee Membership

(Meetings attended; *Chairman)

The Right Reverend Dr J Inge (4/4)

Dr E Poole (4/4) The Reverend A C Day (3/4) Mr H J Dellar (4/4)

President, Pastoral* (3/3), Nomination, Appointments & Remuneration (1/1) Executive Chairman of the Board

Senior Independent Director

The Right Reverend Dr J Grenfell (appointed 14[th] March 2024; Resigned 3[rd] February 2025) (2/2)

Dr M Fenton (appointed 28[th] November 2024) (3/3)

Mr P Fox (appointed 28[th] November 2024) (3/3) Mrs E Francis (appointed 28[th] November 2024) (2/3)

Mrs A G Hogg (4/4) Mrs M Holman (resigned 4[th] April 2025) (2/2) Mrs F A Orchard (4/4) Mr W G Pecover (4/4) Mrs S Pelham (2/3) Mr A Stewart (3/3) Charity Number Company Number Registered Address

Vice-President

Education (2/2)

Finance & Estates (3/3) Education (2/2)

Finance & Estates (3/3) Education (2/2) Education (3/3) Finance & Estates (3/3) Pastoral (2/2) Audit* (2/2) 1096270 4659710 Woodard Schools 1 Adam Street London WC2N 6LE Rear Admiral Sir Robert Woodard

Key management personnel and executive officers

Senior Provost

Director of Education Director of Finance Company Secretary

The Reverend Canon J White (resigned 31[st] December 2024) The Reverend Dr M Bullimore (appointed 1[st] June 2025)

Mr C G Wright (resigned 31[st] January 2026) Mr S J Dharamraj (appointed 11[th] November 2025) Mr M G Corcoran

Auditors

Bankers

Moore Kingston Smith LLP 9 Appold St London EC2A 2AP Lloyds TSB Bank plc 1 Pride Hill Shrewsbury SY1 1DG

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THE WOODARD CORPORATION LIMITED

COMPANY INFORMATION

Insurance Brokers/Providers

Solicitors

Investment Advisers

Marsh 1 Tower Place West Tower Place London EC3R 5BU Farrer & Co VWV 66 Lincoln’s Inn Fields Narrow Quay House London Narrow Quay WC2A 3LH Bristol BS1 4QA

Cazenove Capital 1 London Wall Place London EC2Y 5AU

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THE WOODARD CORPORATION LIMITED

COMPANY INFORMATION

The schools in the Woodard group are:

The schools in the Woodard group are:
Incorporated (Independent) Affiliated (State)
Ardingly College2
Bloxham School3
The Cathedral School, Llandaff4
Denstone College5
Ellesmere College6
Hurstpierpoint College7
Great Walstead School (merged with Ardingly
College on 1 November 2024)
King’s College, Taunton8
King’s Hall School, Taunton8
Lancing College9
The Peterborough School10
Prestfelde School, Shrewsbury11(left the group
on 10 October 2025)
Queen Mary’s School, Baldersby12
Worksop College15
Worksop College Preparatory School at Ranby
House15		 The Bishop of Hereford’s Bluecoat School, Tupsley
Bishop Stopford School, Kettering
Crompton House CofE High School, Shaw
The St Marylebone CE School, Westminster
The St Marylebone CE Bridge School, Westminster
St Olave’s Grammar School, Orpington
St Peter’s Collegiate School, Wolverhampton
St Peter & St Paul School, Hady Hill, Chesterfield
St Saviour’s and St Olave’s CofE School, Southwark
St Wilfrid’s CofE Academy, Blackburn
Trinity CofE School, Belvedere
Trinity School, Lewisham
Woodard Sponsored Academies Associated (Independent)
Kings Priory School, Tynemouth16
The Littlehampton Academy16
St Augustine Academy, Maidstone16
St Peter’s Academy, Stoke on Trent16
The Sir Robert Woodard Academy, Sompting16
Polam Hall School, Darlington16		 Alderley Edge School for Girls
King’s School, Rochester
Overseas
St Thomas’ College, Mount Lavinia, Sri Lanka
Woodard Langalanga Secondary School, Gilgil, Kenya

Superscript number denotes company per note 15

Affiliated schools are state sector schools that have chosen to link themselves to Woodard for reasons of ethos and educational networking. Their results are not consolidated into these financial statements.

Associated schools are independent schools that are unable to be full members of Woodard but choose to link themselves to the group, also for reasons of ethos and educational networking. Their results are not consolidated into these financial statements.

Woodard Langalanga Secondary School and St Thomas’ College are supported by, but not owned by, Woodard.

A full list of Woodard companies and charities is provided in note 15.

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

The directors present their report and financial statements for the year ended 31[st] August 2025 and confirm they comply with the requirements of the Charities Act 2011, including the directors’ and Strategic Reports, under the Companies Act 2006. The financial statements are compiled in accordance with the Statement of Recommended Practice for Charities (‘SORP (FRS102)’).

REFERENCE AND ADMINISTRATIVE INFORMATION

The Woodard Corporation (Woodard, the Charity or the Company) was incorporated as a company limited by guarantee (registered number 4659710) in February 2003 and registered with the Charity Commission as charity number 1096270. Woodard is the holding company of the incorporated schools and sponsored academies shown on page 2. Woodard commenced trading on 1[st] September 2003 and took over most of the assets and functions of the unincorporated charity known as the Corporation of SS Mary and Nicolas (charity number 314291).

Details of all connected charities are shown in note 15.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing Document

Woodard is governed by Articles of Association adopted on 7[th] February 2003 and amended by Special Resolution on 20[th] March 2013, 20[th] May 2019 and 28[th] August 2020. The Articles of Association of Woodard forbid the distribution of any income, which is to be applied solely towards the promotion of the charitable objects. The Board designated Mr Howard Dellar as the Senior Independent Director.

Governing Body

The members of the Woodard Board (the Board) are the directors and charitable trustees of the company. The relationship between Woodard and the subsidiary schools (the incorporated schools) and the Woodard Academies Trust (WAT) is outlined in regulations developed for the purpose. The Board oversees the management of Woodard and formulates policy; it met four times during the year. In attendance at Board meetings are the Senior Provost, Company Secretary, Director of Finance, the Director of Education and a Minutes Secretary.

Recruitment and Training of Directors

Each incorporated school is governed by a School Council made up of Woodard Fellows, who also serve as trustees of the Woodard Academies Trust. Fellows uphold the Woodard ethos and act as guarantors for the charitable company. Fellowship is open to the President and others supporting Woodard's aims, regardless of Church membership. Beyond those on School Councils, there are up to forty unattached Fellows, plus former Fellows who remain by invitation from the Board.

All Fellows together form the Corporate Chapter, which elects Woodard's Board members (trustees), listed on page 1. Board members are confirmed at the Annual General Meeting and are chosen for their skills, backgrounds, specialist expertise and Christian commitment. They receive induction from the Chairman and staff, with further training organised by schools, Woodard, and external events such as those by AGBIS.

Where possible the directors consider that the skills and experience of the Board should comprise the following:

A director with a legal background.

A director with a financial/accounting background.

A director with education experience.

A director with senior managerial or business experience.

A director with experience of equal opportunities or disability needs.

At least one female director and at least one male director.

An individual director may have one or more of these skills or attributes. At 31[st] August 2025 the Board has the appropriate skills and experience, but keeps this under review.

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Volunteers

Directors are volunteers providing their time for free to support the governance of Woodard. Woodard relies on a wide range of volunteers in its schools and thanks all of them for their valuable input and insight. Directors’ expenses incurred in attending meetings are met by Woodard where a claim is made.

Organisational Management

Woodard is governed by the Board which delegates, through formal Terms of Reference, responsibility for overseeing work to a number of committees listed below. Board membership of each committee is given on page 1; there are members of committees who are not on the Woodard Board, who are noted below, with the numbers in brackets indicating the meetings attended by each. The directors determine the general policy of Woodard. The incorporated schools hold all real estate and other property of the schools. Each School Council is responsible for running the schools, with delegated responsibility being held by the Headteacher and Bursar. Individual academies are supported by their Academy Councils which operate as sub-committees of the WAT. The School and Academy Councils are in some cases supported by a number of sub-committees.

In 2024-25 Woodard employed three executive officers: the Senior Provost, the Director of Education and the Company Secretary/Director of Finance; these post holders report directly to the Board. In November 2025 the post of Company Secretary/Director of Finance was split into separate roles and a fourth executive officer was recruited as the Director of Finance. The Articles allow for the President and Chairman to be paid an honorarium, and this allows them to undertake their roles in ensuring the delivery of the Woodard strategy. As noted later in the report, the decision to recruit an Executive Chair was taken and recruitment took place during the year. The executive officers, to whom day to day operations are delegated, through a formal Statement of Delegated Authority, are the Key Management Personnel for Woodard, as listed on page 1.

Nominations, Appointments & Remunerations Committee

The Nominations & Appointments Committee has amalgamated with the Remuneration Committee. This Committee reviews and agrees all appointments and determines the remuneration of Woodard’s executive officers and the honoraria of the President, Chairman and Provosts. This Committee comprises the President, Executive Chair, and Committee Chairs.

Audit & Risk Committee

The Audit Committee oversees the audit arrangements for Woodard, its subsidiary school companies and charities, and the Woodard Academies Trust. It is responsible for reviewing the integrity of the annual financial statements and related formal financial returns, and for scrutinising management’s judgements prior to Board approval and external audit clearance. The Committee also monitors the effectiveness of internal financial controls, including the threat from cyber-attack, and risk management systems, and reviews arrangements for whistleblowing and fraud prevention. The Committee met three times during the year ended 31 August 2025. It was chaired by Mr A Stewart, with membership comprising Mr J Christie and Mr T Fielden. The Company Secretary/Director of Finance and the Woodard Accountant normally attend meetings, and the Committee meets the external auditors privately as appropriate.

Education Committee

The Education Committee reviews academic performance across Woodard schools, monitors developments in educational provision, and advises the Board on matters relating to the delivery of education. It also serves as the principal link between the Board and the Woodard Heads Association (WHA). The Committee met three times during the year and is chaired by Mrs F Orchard. Its membership comprises the Board members listed on page 1, together with Mrs D Levin, Mr A Rees and Mrs L Tulloch. The Committee holds joint meetings with the Education Committee of the WAT, which are attended by the Director of Education and the Co-Chairs or Vice-Chairs of the WHA.

Finance & Estates Committee

The Finance & Estates Committee oversees the financial affairs of the company and charity on behalf of the Board, advising on financial strategy and long-term viability. It reviews the draft annual financial

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

statements, annual revenue and capital budgets, and monitors performance against approved budgets. The Committee also oversees property development proposals and schools’ maintenance planning, making recommendations to the Board as appropriate.

The Committee met three times during the year and was chaired by Mr W Pecover. Membership is shown on page 1. Meetings are attended by the Chairman, the Company Secretary/Director of Finance and the Woodard Accountant.

Vision, Ethos and Pastoral Committee

The Vision, Ethos and Pastoral Committee oversees pastoral, spiritual and emotional support across Woodard schools, including chaplaincy provision. The Committee met three times during the year. Membership is set out on page 1, together with the Woodard Provosts: the Right Reverend Bishop P Ferguson, the Right Reverend Bishop C J Meyrick, the Reverend Canon V Johnson, and the Reverend Canon R Godsall.

Group Structure and Relationships

In the year to 31[st] August 2025, Woodard discharged its objects by establishing, maintaining or otherwise supporting 14 schools, incorporated within 12 charitable companies with the shares in these companies ultimately being owned by Woodard, and through sponsorship of 6 academies operated through the WAT, where Woodard is the principal sponsor and can appoint and remove all trustees. Note 15 provides details of connected charities and these are consolidated into these financial statements. Woodard also owns the share capital of the companies previously operating 3 schools that have now either merged, been sold or closed.

In October 2025 Prestfelde School was sold to Shrewsbury School. the Woodard Board and Prestfelde’s governors concluded that a change of ownership would best secure the school’s long term charitable and educational sustainability, given structural pressures in the prep school sector and Prestfelde’s local context.

On 1 November 2024, Ardingly College merged with Great Walstead School. The transaction was structured as a charitable merger, with no consideration paid, and Great Walstead gifted all of its trade and net assets to Ardingly College, after which Great Walstead ceased to operate as a separate legal entity.

Abbots Bromley School (ABS) had previously ceased operating. The sale of the former school site was completed on 4 August 2025, with the resulting surplus recognised in the financial statements and retained for application in furtherance of the charity’s objects. The associated charitable company has not yet been dissolved, as outstanding matters, including pension obligations and charitable funds, must be resolved before formal wind ‑ up. The trustees continue to oversee an orderly closure process in accordance with charity law.

There are a further 13 UK based schools, in the independent and state sectors, that are committed to following the ethos and objectives of Woodard’s Founder, the Reverend Canon Nathaniel Woodard. These schools are linked to Woodard through agreements of ‘affiliation’ or ‘association’, as set out in the governing documents. They are not consolidated into these financial statements. Woodard also supports two overseas schools through encouraging links with UK based Woodard schools, assisting in finding governors and through periodic visits. These are not consolidated into the financial statements.

Woodard directly sponsors 6 academies through the Woodard Academies Trust Limited, a sister company and charity (Exempt charity, Company No: 6415729). The WAT has its own Board and individual academies have Academy Councils which operate as sub-committees of the WAT. In line with Financial Reporting Standard (FRS) 102, Woodard believes it exerts a dominant influence over the WAT as the Memorandum and Articles of the WAT allow Woodard to appoint and remove the majority of the directors (the ‘sponsor directors’) and the two companies follow an agreed strategy. As a consequence, the financial statements of the WAT are consolidated into these financial statements.

The members of the Woodard Board (the Board) are the directors and charitable trustees of the group called the Woodard Corporation (incorporated, academies, affiliated and associated). The Board oversees the management of Woodard and formulates policy and strategy. The Board employs executive staff to work on its behalf.

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Employment Policy

Woodard is an equal opportunity organisation committed to a workplace free from discrimination based on age, gender, relationship status, race, ethnicity, religion, sexual orientation, or disability. Reasonable adjustments are made as required. Employment policies outline our approach to equal opportunities and apply to all aspects of employment, including recruitment, pay, training, promotion, conduct, disciplinary and grievance procedures, and termination. We recruit and promote based on merit and support employees’ development through training and partnerships with other bodies, as required. Consultation occurs at all levels to ensure employee views are considered in decisions affecting them.

CHARITABLE OBJECTS, AIMS, OBJECTIVES AND ACTIVITIES

Within the objects, Woodard schools aim to create an environment to nurture children, to get the best from them, and to allow them to develop and fulfil their potential. All Woodard schools provide pupils with a robust education and a wide range of extra-curricular opportunities. Woodard’s public benefit aim is that all pupils will be self-confident citizens of the world, who desire to contribute to the wider community. In the furtherance of these aims, the Board and governors at all incorporated schools, as the charity trustees, have complied with the duty in s.17 of the Charities Act 2011 to have due regard to the Charity Commission’s published general and relevant sub-sector guidance concerning the operation of the Public Benefit requirement under that Act.

Charitable Objects

The primary objects of Woodard, as set out in the Articles of Association, are ‘to promote and extend Education (including spiritual, moral, social, cultural and physical education) in accordance with the doctrines and principles of the Church through any or all of the following means:

The Charitable Objects have traditionally been given focus through the adoption of a Woodard Mission and Vision, and by describing the intended impact. Woodard’s Mission and Vision is being reviewed, but in essence remains:

Mission

To provide a high-quality education in an actively Christian environment for all.

Vision

Opening minds

Raising expectations

Transforming lives

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Intended impact

Woodard schools and academies strive for the best all-round education of every aspect of each individual; they ensure high standards of religious education; and they see themselves as communities working together for the benefit of all members, and for the Church and the nation. They are strong Christian foundations which adhere to Catholic belief, Christian worship focused on the Eucharist, and to the care of each individual and the whole school community particularised in the ministry of the Chaplain.

Primary objectives

Governance and organisation of the Woodard Community - Woodard will facilitate greater engagement with schools and the WAT and build stronger relations with Custodes and the WAT for the benefit of all Woodard schools and their students. A review of the Regulations governing the relationship between Woodard and its incorporated schools will be at the core of this objective.

Executive structure - Woodard will review its executive structure to better serve its family of schools. Led by the new role of Executive Chair, this exercise will include a revised staffing model, better suited to support a new Strategy, the new Regulations, and to manage risk and create opportunity across the Woodard family.

Our Christian Witness - Woodard will grow a stronger articulation of and support for our Christian ethos within the schools and WAT. That being, according to the Founder’s vision: "That all the benefactors of the Corporation … be taught, together with sound grammar learning, the fear and honour of Almighty God, the Father, the Son and the Holy Ghost, according to the doctrines of the Catholic Faith as [received by] the Church of England."

Advice, support and intervention - Woodard will collaboratively develop the School on a Sheet (SOAS) process in tandem with the negotiation of new Regulations to establish a clear framework for oversight of the incorporated schools, to improve reporting and risk management, and to facilitate early intervention when required.

Support for central services - Woodard and the WAT will explore methods by which schools can access high level support in a limited number of areas and in an efficient manner.

Strategies to achieve the primary objectives

In 2024-25 the Board agreed to pursue a number of strategies in support of the primary objectives. The strategies placed emphasis on providing support for schools facing an unprecedented challenge, implementing a new structure for Woodard executive support, and looking into how the Woodard family might be better resourced:

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Principal Activity and Public Benefit

The principal activity of the group of schools that comprise the Woodard Corporation, as defined in the Articles of Association, is to promote and extend education, and with this as a focus, 2024-25 has been another successful year with a small overall increase in pupils.

Pupil numbers in Woodard incorporated schools and Woodard academies at September were:

Boys Girls Day Boarding 2025
Total		 2024
Total
Woodard incorporated schools 4,739 3,993 6,879 1,853 8,723 8,541
Woodard academies 3,595 3,325 6,920 0 6,920 6,976
TOTAL 8,334 7,318 13,799 1,853 15,625 15,517

Woodard schools deliver strong academic outcomes alongside a broad programme of music, arts and sport. Through associated and affiliated arrangements, Woodard schools educated over 29,600 pupils in the year ended 31 August 2025.

Woodard and its schools provide a significant benefit to the public. The Board and each of the schools strive to ensure that measures of public benefit are appropriate, and that significant sections of the public are not excluded from the opportunity to benefit from the education and facilities offered by Woodard schools due to the need to pay a fee. In addition to significant provision of bursaries and other forms of financial support, Woodard schools provide a wide range of opportunities for community benefit, and their facilities and events are often open to all.

It is a key requirement of evidencing public benefit that any private benefit to individuals or elements of the charity will be incidental to the charity's objectives. An example of private benefit may be the reimbursement of travelling expenses for trustees attending training courses; any private benefit to individuals or elements of Woodard is incidental to delivery of the charitable objectives.

All Woodard schools seek to provide a very high standard of education, validated in the academic results, measurements of added value and through external inspection. The schools offer a broad curriculum and educate children with a wide range of ability. The aim of all Woodard schools is to support pupils to reach their potential in all areas of their activity. This may be in academic subjects but could just as easily be reflected in success in art, drama, sport, music or dance. Woodard schools produce well-rounded individuals who are able to make a positive contribution to society.

Parents of pupils at Woodard incorporated schools often make significant sacrifices to pay the fees. In educating 7,800 UK based pupils in Woodard incorporated schools, parents help to relieve the state of the financial burden of paying for their children’s education. The saving to the public purse is estimated to have a value in the last year of £64.0 million (2024: £60.2 million).

Bursaries & Scholarships

Woodard schools strive to offer access to charitable benefits to a broad audience. Woodard independent schools award significant means-tested bursaries, ranging from 1% to 100% fee remission to pupils in hardship or from low-income families who would otherwise miss out on educational opportunities. Hardship funds also cover co-curricular activities, equipment, and trips. All available fee assistance is advertised on school websites and in prospectuses. In the past year Woodard incorporated schools provided means-tested bursaries to 788 children (2024: 746), the total value of which was over £8.3 million (2024: £8.2 million), representing 3.9% of gross fees (2024: 4.0%).

Scholarships help Woodard schools uphold high standards, offering an excellent, well-rounded education and enabling pupils from diverse backgrounds to benefit. Scholarships recognise academic potential or exceptional ability in co-curricular activities, sometimes with donor-set conditions. Recipients’ progress is reviewed annually. The financial value of scholarships tends to reduce over time compared to bursaries. Most scholarships offer fixed fee remissions of 5%–80%, occasionally higher, and may be supplemented by means-tested bursaries. Entry criteria are provided to parents.

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

The value of scholarships this year was £7.4m (2024: £9.0m).

Woodard schools support education by directing funds towards specific needs, both nationally and locally. Some schools offer concessions covering all educational costs, including extras, and regularly fundraise to provide scholarships and bursaries, supporting pupils in the UK and abroad. Funding is often targeted at specialist areas, such as sports or the arts, with scholarships for activities like rugby, tennis, athletics, golf, music, and art. For example, one school provides scholarships for all cathedral choristers. Many Woodard schools have introduced hardship bursaries, offering concessions when parents’ finances are affected. With rising living costs, demand for assistance has grown and may increase further due to the introduction of VAT on fees from 01/01/2025.

In aggregate, Woodard schools provided unfunded concessions, comprising the bursaries and scholarships discussed above and other remissions, totalling £27.9m (2024: £27.1m) or 13.2% (2024: 13.2%) of gross fees.

Woodard schools outline their concessions in prospectuses and websites. Parents enquiring about entry receive details of bursary and scholarship criteria. Budgets for means-tested bursaries are generally allocated ‘needs blind’, prioritising pupils’ continuity. Criteria and policies are regularly reviewed and updated.

Engagement with Suppliers, Customers and Others in a Business Relationship with Woodard

Woodard seeks to engage actively and positively with all stakeholders in the local community and in the wider educational landscape. Collaborative relationships with suppliers, parents, educational partners and community leaders are seen as key enablers to achieving success in all of the group’s operations.

During the year our schools have further promoted this engagement though specific initiatives including:

How the Board Complies with Section 172 of the Companies Act

Promoting the success of the charitable group

Section 172 of the Companies Act 2006 requires the directors to act in the way they consider, in good faith, would be most likely to promote the success of the charitable company to achieve its charitable purposes. The Act states that in doing so, the directors should have regard, amongst other matters, to:

The likely consequence of any decision in the long term

Woodard Corporation makes all key decisions with reference to its charitable objects and long-term strategy. Strategy is reviewed annually, and policies reviewed and updated to ensure on-going compliance.

The interests of the charitable group’s employees

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Woodard recognises the crucial importance of its small central staff and seeks to maintain and improve regular and constructive engagement across the organisation. Engagement is supported through established feedback mechanisms, meetings and formal appraisal processes, with issues raised by employees addressed in a timely manner and communicated appropriately. Staff welfare is actively considered, with access to support provided where needed. The working environment is supported through the application of up-to-date health and safety policies and technology through ongoing consultation, to promote high standards of safety, security and wellbeing.

The need to foster the charitable group’s business relationships with suppliers, customers, and others

Woodard schools and academies maintain active relationships with key partners and suppliers, supported by regular service reviews for business-critical activities. These reviews are intended to promote effective, efficient service delivery and value for money. Where services are outsourced, Woodard seeks to ensure that contractor staff and management are appropriately supported and integrated within the school community.

The impact of the charitable group’s operations on the community and the environment

Woodard recognises its responsibility to care for the environment and seeks to minimise environmental impact across its activities. Schools and academies promote environmental awareness both through the curriculum and through practical initiatives, including recycling, energy efficiency measures and actions to reduce carbon use.

The desirability of the group maintaining a reputation for high standards of business conduct

Public trust in Woodard and its schools is fundamental to our future success. Our ethos and values to who we are and how we strive to behave. We aim for high standards, and apply these when choosing partners and suppliers both in the UK and abroad.

The need to act fairly as between members of the charitable company

After weighing up all relevant factors, the Woodard Board always considers which course of action best enables delivery of the Corporation’s charitable objects, taking into account the impact on all stakeholders. In doing so, the Board seeks to act fairly but may sometimes need to prioritise the needs of one stakeholder group above another in order to maintain the integrity of the Corporation as a whole.

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THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

Group Streamlined Energy and Carbon Reporting

As restated
2025 2024
Energy consumption used to calculate emissions (kWh) 34,771,325 35,635,025
Energy consumption breakdown (kWh):
• Natural Gas 19,669,095 21,033,440
• Heating Oil 1,074,597 1,053,374
• UK Grid Electricity Supply 11,972,921 11,104,911
• Biomass 237,792 671,010
• Combustion Engine Fuels 1,779,816 1,740,907
• Business Travel Land 37,105 31,383
Scope 1emissions in metric tonnes CO2e
• Natural Gas 3,609.99 3,873.12
• Heating Oil 280.27 278.01
• Biomass 13.46 8.00
• Combustion Engine Fuels 345.77 334.00
• Owned Transport – maintenance machinery 111.00 109.00
Total Scope 1 4,360.49 4,602.13
Scope 2emissions in metric tonnes CO2e
• UK Grid Electricity Supply 2,161.85 2,299.81
Scope 3emissions in metric tonnes CO2e
• Business Travel Land 23.24 14.97
• Business Travel Land - train 0.30 -
• Business Travel Land - taxi 2.02 2.40
Total gross emissions in metric tonnes CO2e Before Offset 6,547.90 6,919.32
Intensity ratio Tonnes CO2e per pupil Before Offset 0.58 0.61
Out of Scope Emissions in metric Tonnes of CO2e
• Biomass 60.00 235.00
• Combustion Engine Fuels (Owned transport, plant and
machinery)		 11.59 12.17
Offset Emissions in metric Tonnes of CO2e
• Biomass 60.00 -
• UK Grid Electricity Supply 292.10 829.21
• Business Travel Land 1.28 0.05
• Renewable Electricity Generation 4.25 3.89
357.63 833.15
Totalgross emissions in metric tonnes CO2e After Offset 6,190.27 6,086.17
Intensity ratio Tonnes CO2e per pupil After Offset 0.55 0.54

Group reporting requires us to include all subsidiaries and related companies that qualify. The numbers above include all qualifying subsidiaries and related companies, being Woodard Academies Trust, King’s Schools, Taunton, Hurstpierpoint College, Lancing College and Ardingly College. Energy offset is shown where schools have this option. Where available, electricity used has a Renewable Energy Guarantee of Origin (REGO) certificate. We have restated the figures for 2023-24 following late amendments by one subsidiary leading to adjustments in the overall total for Gross Emissions and the

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Intensity Ratio disclosed.

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the Greenhouse Gas (GHG) Reporting Protocol – Corporate Standard and the 2025 UK Government's Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per pupil, the recommended ratio for the sector.

Measures taken to improve efficiency

Schools are periodically subject to building surveys, and these surveys identify areas where work completed would help to increase energy efficiency including work on roofs, building fabric and lighting. During the year, schools and academies implemented a number of initiatives to improve the efficiency of energy use. These included:

Going forward schools and academies are engaging in a number of projects to improve energy efficiency in future years as follows:

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STRATEGIC REPORT

REVIEW OF ACHIEVEMENTS AND PERFORMANCE FOR THE YEAR

Responding to External Pressures

As predicted, this year the independent schools sector faced market disruption and uncertainty over pupil numbers following the introduction of VAT on fees from 1 January 2025. Boarding numbers declined during the year and some schools experienced pressure on overall enrolment. Pupil numbers at the Woodard Academies Trust remained broadly stable.

Cost inflation affected all areas of expenditure, particularly staff costs, which was not fully offset by funding or fee increases. These pressures were compounded by the introduction of VAT, the loss of business rates relief for independent schools, and increases in employers’ National Insurance contributions.

The declining birth rate has led to a sustained reduction in primary pupil numbers in both the independent and the state sectors, creating surplus capacity and financial pressure where funding is linked to enrolment. This demographic trend has also reduced demand for independent preparatory schools, increasing competition and contributing in some cases to restructuring, merger or closure. Within Woodard, this consolidation led to the sale of Prestfelde School to Shrewsbury School and the acquisition of Great Walstead School by Ardingly.

Progress in Primary Objectives

Executive Structure

Following an extensive recruitment process using an external agency, the Woodard Board appointed Dr Eve Poole as Executive Chair from 1[st ] September 2024.

In October 2024, The Reverend Canon Justin White announced that was leaving his role as Senior Provost to take up a post as Chaplain to Merton College, Oxford. On 1[st] June 2025 The Reverend Dr Matt Bullimore was appointed as the Senior Provost.

Mr Michael Corcoran stepped back from his role as the Director of Finance, remaining as the Company Secretary on a reduced commitment. On 11[th] November 2025 Mr Stephen Dharamraj, previously a bursar at a Woodard incorporated school, took up the post of Director of Finance.

Governance and Organisation of the Woodard Community

With changes in the Board in recent years, and the membership of some committees becoming diminished, the Board set out to recruit new Board and committee members. The Board appointed an external consultant to assist in this process, and four new Board members were identified to join the Board and the Audit & Risk, Education, and Finance & Estates committees in November 2024. They were Dr Mark Fenton, Mr Paul Fox, Mrs Liz Francis and Mr Alastair Stewart.

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The Introduction of VAT

On the 29[th] July 2024, the Chancellor announced that 20% VAT would apply to private school fees from the 1[st] January 2025, introducing a new charitable category subject to VAT mid-academic year. The full impact on pupil numbers is expected to emerge over the next 18 to 24 months, with a significant effect anticipated both on Woodard and the sector as a whole. Woodard and its schools adapted to VAT introduction within an extremely tight timeframe. Legal advice, and sector guidance from ISC and ISBA was used, and meetings were held for bursars and finance staff to share information and address challenges. Woodard determined VAT registration was unnecessary for the parent charity as it does not charge fees. The Woodard Fees in Advance Scheme ended, with schools adopting alternative arrangements. Efforts to improve efficiency and rationalise services are ongoing.

Christian Distinctiveness

The outgoing Senior Provost developed a self-assessment approach for school councils allowing Woodard schools to assess the way in which schools live their Woodard specific Christian commitment. Building on work strengthening governance within schools, the incoming Senior Provost has focussed on chaplaincy. An excellence in chaplaincy project has been established with a number of elements to enhance and showcase our chaplaincy work. This includes provision of Continuing Professional Development, setting up chaplaincy networks, and exploring Woodard’s contribution to the vocational formational of chaplains and to the development of professional chaplaincy standards. Woodard has continued to support the Centre for Chaplaincy in Education (CCE) to ensure that that body is able to continue its role supporting chaplaincy in all areas of education.

The outgoing Senior Provost continued to formalise the approach to the role of Provosts in Woodard and the incoming Senior Provost has continued to work towards a full cohort of Provosts. Woodard is working on providing bespoke SIAMS training to enhance our support of chaplains and schools.

In a further exploration of Woodard’s unique role in Christian education, and with future academisation of Christian schools including Woodard affiliated schools in mind, Woodard has looked to work with the Church of England Education Office (the National Society) in exploring ways in which the two bodies could possibly work together in the future to maximise the benefit for all Anglican Church schools in England and Wales. Following on from this work, the incoming Senior Provost has helped launch a major project exploring Christian distinctiveness, ethos, and chaplaincy provision within the WAT academies.

Advice, support and intervention

Educational development and performance remain the key priority for all Woodard schools and academies. Throughout the year, the Director of Education continued work to develop consistent measures of educational performance across the independent schools, and provided professional support through webinars and teaching resources. During the year, the WAT revised its arrangements for communication with academy principals, and restructured its executive team to strengthen the focus on school improvement and operational support.

The Board continued to support schools where required, including through engagement, and access to specialist expertise. Strategic reviews were undertaken through the ‘School on a Sheet’ process, focusing on key objectives, risks, and agreed actions.

Support for Central Services: Promoting Efficiency and Realising Assets

The Woodard Head of Procurement continues to secure favourable deals for Woodard independent schools on energy, insurance, waste management, and other supplies. Many schools face challenges with older buildings requiring modern insulation. To move towards net-zero carbon, school assets and carbon footprints are being recorded, enabling energy savings via supply management and timetable adjustments. This will help schools reduce their carbon footprint.

The Woodard Board and staff continue to work with the remaining trustees of charitable companies to ensure the orderly realisation of assets and closure of operations at merged or closed schools. Smallwood Manor, Abbots Bromley and St James School companies are ongoing, with Mr Michael Corcoran, former Director of Finance, collaborating with staff, professionals and trustees to reach dissolution. The process is complex due to pension schemes and charitable funds, but steady progress is being made. The goal remains to maximise funds for Woodard and its schools.

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Audit and Risk

The Board has also been working to address the management of risk. Following on from a previous update in the methodology, the Audit & Risk Committee and the Director of Finance have continued to work on refining the risk assessment process to keep it up to date and relevant to the Woodard Corporation. Further work on this is being taken forward to improve risk management across the Group as a whole.

The Incorporated Schools

Ardingly College is a co-educational Woodard boarding and day school empowering pupils with a "World Ready" education. Academically, students achieved a record 40.1 IB average and 76% GCSE grades 9-7, while winning national awards for career preparation. Sporting excellence included girls' hockey national finals and 39 individual athletics medals. In the arts, music and drama flourished through high-profile productions and Oxbridge choral scholarships. Charitably, the College provided nearly £600,000 in bursaries, supporting 342 pupils, and maintained extensive educational partnerships with local schools.

Bloxham School is a co-educational Christian boarding and day school for pupils aged 11 to 18. Academically, 97% of GCSE students achieved grades 9-4, and post-16 students achieved high marks in A-levels and BTECs. In the arts, the school celebrated successful LAMDA entries, high music engagement, and impressive exhibitions. Focus sports like rugby and hockey thrive alongside diverse options including sailing and equestrianism. Charitably, Bloxham provided over £900,000 in bursaries and supported community outreach for 1,000+ local children. Students also actively fundraised for charities like UNICEF.

The Cathedral School (Llandaff) is a co-educational Christian day school for ages 3–18, distinguished by its historic chorister program. Ranked in the top 25 UK independent schools, students achieved an exceptional 73% A*-A at A-Level. Artistic highlights include Radio 3 broadcasts by choristers and reaching the Mock Trial national finals. In sport, the school secured national titles in hockey and girls' cricket, alongside winning the Welsh schools chess championship. Charitably, it provided £314,605 in means-tested bursaries and conducted extensive community outreach, including music tuition for local primary schools.

Denstone College is a co-educational Woodard boarding and day school educating pupils aged 4 to 19. Academically, candidates achieved a 95% GCSE pass rate and an average A-level equivalent of ABB. Arts provision is highlighted by Scholars’ Concerts, and major productions involving over 60 student actors. Sporting success includes Tier 1 hockey status and hosting large-scale regional cricket and netball festivals. Charitably, the school provided £709,000 in means-tested bursaries and donated over £10,000 to causes like the YMCA. Outreach initiatives also supported hundreds of local primary children.

Ellesmere College is a co-educational Woodard boarding and day school for pupils aged 7 to 18. Academically, it is a "World Class School" achieving a 97% A-level pass rate and 100% BTEC success. Sporting excellence is highlighted by its elite "Athlete Friendly Education Centre" status, one of only 30 globally. In the arts, the College holds the prestigious Artsmark Platinum award, with 88% of LAMDA students earning distinctions. Charitably, Ellesmere provided over £3.6 million in remissions—27% of gross fees—while extensive community outreach supported local schools through coaching and facilitysharing.

Hurstpierpoint College is a co-educational Woodard boarding and day school educating pupils aged 4 to 18. Academically, the school ranks in the top 3% for GCSE value-added, with 62% of A-levels graded A*-A. Artistic excellence is evidenced by 100% LAMDA Gold distinctions and major productions like The Hunchback of Notre Dame . Sporting success includes flagship achievements in rugby and hockey, alongside the launch of a regional Swimming Super League. Charitably, Hurst provided over £3.24 million in remissions and sponsored nine primary schools through the Hurst Education Trust.

King’s College Taunton is a co-educational Woodard boarding and day school providing an actively Christian education for ages 2–19. Academically, students achieved 65% A*-B at A-level/BTEC and 50% grades 9-7 at GCSE. Sporting excellence is highlighted by national titles in both boys’ U15 and

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girls’ 1st XI cricket, plus a national squash championship. The arts flourished with major productions like Beauty and the Beast and 91% LAMDA distinctions. Charitably, the school provided £946,018 in means-tested bursaries to 76 pupils and maintained active educational partnerships with local primary schools.

Lancing College is a co-educational boarding and day school, and was the original Woodard school, founded in 1848. Academically, students achieved 79% A*-B at A-level and record GCSE results (62% grades 9-7). Artistic highlights include high-profile productions like Sweeney Todd and diverse dance performances. Sporting success is evidenced by a new Football Academy and elite hockey selections. Charitably, the school provided over £2.7 million in means-tested bursaries—8.6% of gross fees—and raised £28,000 for various causes. Community outreach initiatives shared the College farm and swimming facilities with hundreds of local children.

Prestfelde School is a well-rounded preparatory school known for strong academic outcomes, fostering curiosity, independence, and a love of learning. Pupils achieve high standards across a broad curriculum, supported by dedicated teaching. Sport plays a central role, with wide participation and success across team and individual disciplines. The arts are vibrant, with opportunities in drama, creative arts, and performance. Music is a particular strength, featuring ensembles, choirs, and individual tuition. Beyond the classroom, the school promotes character, leadership, and community engagement through varied extracurricular activities and a strong emphasis on personal development. Prestfelde ceased to be a Woodard school on 10[th] October 2025.

The Peterborough School is a co-educational Woodard day school for pupils aged 4 to 18. Academically, A-level students achieved a 99% pass rate, with 91% securing university places, while over a third of GCSEs earned top grades. Sporting success includes district titles in netball and cricket, alongside international karate representation. The arts flourished through cathedral choir performances and winning eight regional drama trophies. Charitably, the school provided over £1 million in remissions and raised nearly £11,000 for local causes. Outreach programs shared facilities and expertise with the wider community.

Queen Mary’s School (Baldersby) is a Woodard boarding and day school for girls aged 3 to 16. Academically, students excelled with 56% of GCSEs graded 9-7 and exceptional value-added scores of 1.1 grades per person. In the arts and sports, music and drama flourish alongside equestrian excellence, supported by a dedicated pavilion and horse show facilities. Charitably, the school provided £356,830 in means-tested bursaries (8% of gross fees), benefiting 27 pupils. Extensive community outreach includes sharing facilities like the Astro Turf with local clubs and fundraising £4,636 for the RNLI.

Worksop College . Worksop College and Ranby House provide a rounded Woodard education for pupils aged 2 to 18. The school offers a broad curriculum, achieving strong academic results while welcoming children of all abilities. Excellence extends to sport, with high-quality facilities used by professional teams and the local community. A vibrant arts scene features professional concert series and national achievements in music and dance. Recognized for voluntary service, the school contributes through student community work and by opening facilities to local organisations.

Woodard Academies Trust

The Woodard Academies Trust has six academies across the country, four secondaries and two allthrough schools. Each school is unique but work together to improve education for pupils, provide staff with uplifting, purposeful careers and enrich the community they serve. As part of the Woodard family of schools, the academies share in inter-school opportunities, develop new friendships and links for students, their families and school staff, and take part in national musical, social and sporting events.

St Augustine Academy in Maidstone, sponsored by the Woodard Corporation since 2011, provides a nurturing environment following the Woodard Christian ethos. The Academy is a Church of England designated school. In 2025, pupils achieved 45% Grade 4 or above in English and Maths GCSEs with an Attainment 8 score of 34.7. Recent highlights include a successful SIAMS inspection in September 2024.

Sir Robert Woodard Academy in Lancing is co-sponsored by the Woodard Corporation, providing a nurturing environment following the Woodard Christian ethos. The Academy is a Christian school. The school maintains a "Good" Ofsted rating. In 2025, pupils achieved 61% Grade 4 or above in English

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and Maths GCSEs, with an Attainment 8 score of 41.99 and a high 78% EBacc entry rate.

The Littlehampton Academy is co-sponsored by the Woodard Corporation and West Sussex County Council, providing a nurturing environment following the Woodard Christian ethos. The Academy is a Christian school. Currently rated "Good" by Ofsted, it achieved 54% Grade 4 or above in 2025 English and Maths GCSEs and a B- average for A-levels.

St Peter’s Academy in Stoke-on-Trent is co-sponsored by the Woodard Corporation and Lichfield Diocesan Board of Education. The Academy is a Church of England designated school. The Academy provides a nurturing environment following the Woodard Christian ethos. In June 2025, the school achieved a "Good" Ofsted rating in all areas, resulting in the removal of a previous DfE Termination Warning Notice. Academic performance includes 37% Grade 4 or above in English and Maths GCSEs.

Kings Priory School in Tynemouth is an all-through academy formed via a 2013 merger, providing a nurturing environment following the Woodard Christian ethos. The Academy is a Christian school. Rated "Good" by Ofsted in 2024, the school maintains high academic standards, with 93% of pupils achieving Grade 4 or above in English and Maths GCSEs and 82% meeting expected standards at Key Stage 2.

Polam Hall School in Darlington, is an all-through academy that joined the Trust in 2017, providing a nurturing environment following the Woodard Christian ethos. The Academy is a Christian school. Currently rated "Good" by Ofsted, its 2025 academic performance includes 63% of pupils achieving Grade 4 or above in English and Maths GCSEs and a 44.25 Attainment 8 score. At Key Stage 2, 59.2% met expected standards.

FINANCIAL REVIEW

Results for the Year

The results for the year are set out in the attached statements of financial activities on pages 29 to 30.

Woodard incorporated schools continued the recovery in income experienced in previous years. The financial landscape for this year was defined by institutional resilience in the face of mounting operational pressures. While many schools achieved an operating surplus, these results were often lower than previous years as they navigated a "cost of living crisis" and substantial increases in payroll expenses, driven by higher employer National Insurance contributions, the national minimum wage, and increased pension scheme requirements. The mid-year introduction of 20% VAT on school fees and the removal of charitable business rates relief created major financial headwinds, forcing schools to either absorb these costs through fee discounting to protect parents, or face heightened uncertainty regarding pupil demand. While some realised modest savings through reduced energy costs and efficiency initiatives, the overall high cost and volatility of utility prices remained a significant risk to stability. However, reported net deficits in certain cases were primarily the result of accounting adjustments related to the capitalisation of significant investments into facilities and infrastructure rather than poor underlying trading performance. Collectively, the schools face a challenging period of adjustment where increasing non-fee commercial income and strategic cost containment are vital to maintaining long-term financial viability.

As reflected in this report, when aggregated, the net incoming resources were £26.5 million (2024: net incoming resources of £7.8 million), as shown on page 29. The result for the year to 31[st] August 2025 reflects the minor fall in pupil numbers in independent schools, the pressure on boarding numbers which have shown an ongoing decline, and the slight fall in trading income from lettings etc. Fee income showed an increase of £5.4 million in the year, following on from an increase in 2023-24 of £10.6 million. Ancillary and non-ancillary trading income showed an increase of £1.7 million, from a total of £21.0 million in 2023-24. Over the last five years, numbers in the academies have risen from 6,324 in September 2019 to 6,920 in October 2025 showing the increasing popularity of the schools. Income to academies lags increases in pupil numbers, but funding has risen in the period from £54.1m in 202324 to £57.1m in 2024-25.

All schools and academies have had to take significant steps to try to mitigate as much of the increase in costs being suffered over the last two years as possible. Energy was a particular factor, though rises have been partially mitigated through the use of previously agreed long term arrangements. Total expenditure increased by £20.3 million compared to that in 2023-24, with expenditure on ‘Education and grant making’ increasing by the largest amount, being £18.9 million. All areas of expenditure were

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impacted by the general inflation being experienced.

Woodard looks to all schools to make an operational surplus sufficient to allow appropriate reinvestment in their facilities. In common with other independent schools, some Woodard independent schools find it difficult to achieve the level of surplus necessary to fund all development, and significant sums are borrowed.

Much progress has been made in addressing the financial success of the WAT and identifying a route by which all academies can be returned to an operational surplus; pressure on academy funding continues, however, and the outcome for the WAT for the year to 31[st] August 2025 shows a net movement in operational reserves of £115k (2024: £231k), before allowing for movement in the overall WAT pension provision of £(104k) (2024: £((515k)).

Conditions in the independent sector continue to be subject to changing trends, and pupil numbers at September 2025 are slightly higher than those at September 2024. Individual schools continue to suffer financial pressures, and this has been compounded by the inflationary pressure being felt in all businesses. This will be further impacted with VAT being introduced on school fees and pupil numbers, and school fee income may fall as a result.

All Woodard schools and academies are aware of the market conditions and are planning to maintain their standards and pupil numbers in the coming years. Any surpluses in charitable schools are reinvested in education either directly through employment of teaching or support staff, or indirectly through capital development, provision of technology or investment to create bursaries. For schools and academies there is a balance between surpluses, movements in cash, and investments in assets, including particularly buildings.

A number of schools and academies are investing cash into new buildings so as to ensure that the best facilities for teaching and learning are available to pupils and staff. Schools continued their significant investment in fixed assets with £17.9m being invested in a range of projects (2024: £15.3m). The cash flow statement on page 32 shows a decrease in cash and cash equivalents in the year of £22.7m (2024: increase of £51.3m). A significant factor has been the drawing down of Fees In Advance. More detail is given in the cash flow statement and in note 30.

Woodard and many Woodard independent schools provide a pension to support staff under the terms of the TPT Retirement Solutions - The Growth Plan, and the Independent Schools’ Pension Scheme. As a result of this pension scheme being underfunded, Woodard and the participating schools are committed to contributing to a recovery plan. During the course of the year a total of £153,000 (2024: £84,000) was contributed to the recovery plan and the recognised liability under the plan decreased by £104,000 (2024: decrease of £76,000) in aggregate, with this value being recognised in the Statement of Financial Activities (SOFA). Further details can be found in note 29. The movement in the defined benefit pension schemes on behalf of non-teaching staff at the WAT and Ardingly College was a charge to the SOFA of £728,000 compared to a charge to the SOFA of £138,000 in 2023-24.

Reserves Level and Policy, and Financial Viability

Reserves held at school level, or by the WAT, are for the benefit of the individual incorporated schools or the academy group. There is no formal policy in respect of group charity reserves as each school charitable company, and the WAT, retain and are responsible for their own reserves. The trustees of the Woodard central charity maintain oversight of reserves levels overall and are informed by levels of reserves within the constituent parts of the group. The guideline reserves policy is therefore dictated by the needs of the schools and academy group with a general recommendation that schools should be looking to generate reserves backed by liquid assets equivalent to between a half and a whole term’s expenditure. Schools and academies will also hold reserves that are designated as being essential for future capital development or which are tied up in the fixed assets and working capital of the schools themselves. The aim is to budget so as to provide sufficient working capital to meet the present needs and future development requirements of the school or academy group without the need to have recourse to sales of tangible fixed assets. The Woodard Corporation charity reserves are generated through sales of assets from schools that have ceased operations. Group consolidated net assets increased from £267 million to £293 million at 31[st] August 2025, as shown in note 26. At group level, unrestricted reserves rose from £163 million to £187 million, restricted reserves increased from £100 million to £102 million, and endowed reserves increased from £4.3 million to £4.5 million.

The consolidated unrestricted reserves are invested primarily in tangible fixed assets which are all used for direct charitable activities. The funds available are, in the opinion of the Board, adequate to meet future obligations on a fund-by-fund basis. Wherever possible advance fee funds are segregated from

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the other funds. Tangible fixed assets are controlled by the school companies, the WAT and Woodard for their own use. Impairment reviews have been undertaken, and, in the directors' view, properties are not impaired below their recorded cost in the financial statements. Tangible fixed assets are recorded in the financial statements at book value; the aggregate market value of the assets would be higher. Investments (other than endowment assets) are held to create income and capital growth pending utilisation.

In line with the general reserves policy to reinvest any surpluses in educational provision, including land and buildings, Woodard schools and academies have invested substantial sums into new school buildings in recent years and have a continuing programme of refurbishment, development and investment to maintain excellent teaching facilities for pupils. In common with most charity groups involved in independent and state sector education, and due to current and previous investment in fixed assets and support for education, there are no group free reserves. Group free reserves are calculated by subtracting the restricted and endowed reserves, plus the value of fixed assets used in the charity from the net assets per the balance sheet. The aim is to describe a charity’s ability to meet short- to medium-term charitable commitments from ‘liquid’ net assets. Group net current assets in the year decreased by £8.4m to £16.8m. The main cause of this decrease was the significant movement in cash due to parents choosing to pay fees in advance in anticipation of the introduction of VAT on school fees. The Board keeps the level of the group free reserves under review and, at the balance sheet date, the Board considers that the strength of Woodard’s balance sheet, the stable cash flow from pupil rolls and government grants, the ongoing popularity of the schools and the available banking facilities that can be called upon if need arises mitigate the risk of a shortage of liquid funds.

Investment Policy and Objectives

The Articles of Association of Woodard and its subsidiary schools permit funds to be invested in such manner as the directors see fit, providing that such powers of investment are only exercised for the purpose of attaining the objects and in a manner that is legally charitable. The general policy is to preserve the capital value of investments and maximise the return and income on all investments. For the advanced fees scheme, the aim is to match the return on investments with the maturation profile of the related liability to provide schooling in future years.

Investment Performance Against Objectives

Woodard Corporation investments are managed by Cazenove Capital. Investments controlled by Woodard support various benefit and prize funds. One impact of the introduction of VAT on fees from 1[st] January 2025 has been that the Woodard Fees in Advance Scheme was not able to continue, and schools have entered into their own arrangements with the relevant parents. Funds are held as being designated for this scheme pending decisions on the future use of funds.

The largest proportion of invested funds supported the Fees in Advance Fund and remain in a cautious fund managed by Cazenove. During the year to 31 August 2025, the price of the associated units rose by 9.45%, outperforming both the Consumer Price Index plus 2.5%, which is the target for the fund, and the ARC GBP Cautious peer group which rose by 6.67%.

Prize and benefit funds are invested in a wide range of medium risk investments, mostly with an aim to generate income. They are measured against the ARC PCI Balanced benchmark. The portfolio performed well in the year to 31[st] August 2025 when measured against this benchmark and has performed particularly well over the medium term.

Funds held as custodian trustee on behalf of others.

Woodard does not hold funds or act as custodian trustee on behalf of others.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board is responsible for the identification and management of risks. Detailed consideration of risk is delegated to the Audit and Risk Committee, which reports formally to the Board. The risk management process and the resulting risk management assessment identifies risks, assesses their impact and likelihood and, where necessary, recommends controls to mitigate and monitor those risks that are assessed as having a ‘high’ residual risk element. The principal risks to which Woodard is exposed include:

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These risks are mitigated generally by a strong and clear governance structure. Our Group structure also mitigates the political risk by providing potential business model flexibility. Internally, the Corporation Board has agreed a formal Statement of Delegated Authority and all Woodard Committee Terms of Reference have been updated. Our statutory policies and Staff Handbook are also being updated. The Regulations that govern the relationship between the Corporation and the Incorporated Schools have been re-written and will be adopted in 2026. These provide for regular reporting which provide Woodard with the information it needs to pro-actively respond to emerging risk. In addition to regular meetings with Heads, Bursars and Chaplains, the Chairs of the Incorporated School now meet quarterly. The risk of claims against our schools for historic wellbeing failures is mitigated through insurance and a new policy on the handling of such disclosures. Forensic work in our archives is building a picture of historic insurance across the Corporation to assist in managing this risk. Re-tendering our insurance has also provided us with a dedicated Risk Manager who will review individual school risk registers as part of their role. In the short term, schools in the independent sector are managing the demographic risk by acquiring and consolidating feeder prep schools. Longer term the sector will need fewer schools, so we are aware that the sector more generally must now manage accordingly.

WAT already has robust governance controls in place and has recently invested in additional governance resourcing to strengthen this still further. The strategy and performance of WAT is discussed regularly between the Woodard Board and WAT, and WAT nominates two members to the Woodard Board. The WAT Board is directly sponsible for management of risk in the WAT and in its constituent academies. WAT trustees are assigned to individual academies, and the WAT Board and executive have reporting structures in place to allow them to assess risk at both a Trust and at academy level.

Financial Risk Management Objectives and Policies

Woodard, the WAT and schools use financial instruments, other than derivatives, comprising loans, cash and other liquid resources and various other items such as trade debtors, creditors and finance lease arrangements that arise directly from their operations. The main purpose of these financial instruments is to provide working capital and raise finance for Woodard’s operations.

The main issues arising from Woodard’s financial instruments are liquidity risk and interest rate risk. Woodard directors, WAT trustees and governors in the individual schools adopt policies for managing each of the risks and these are summarised below:

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GOING CONCERN

Group Going Concern

As stated above, with minimal formal financial links between Woodard and its schools and the WAT, only in circumstances where Woodard has pledged specific financial support would the closure of any individual Woodard school potentially have an impact on Woodard’s ability to continue as a going concern. The Board has reviewed financial information for the parent charitable company and, with net current assets of £10.7 million including cash of £1.9 million, is confident in its assessment that it will be able to meet its debts for a period of at least 12 months from the date of signing the financial statements. After review of evidence, the Woodard Corporation Board has a reasonable expectation that the parent charitable company will be able to continue operating for the foreseeable future and the financial statements have been prepared on a going concern basis.

The Woodard Board undertakes a review of the individual financial statements of Woodard independent schools and the WAT, and the conclusions drawn by the Boards of those schools and the WAT trustees. This informs the view of going concern for the group as a whole and, having reviewed the available financial statements, directors’ reports and audit opinions, the Woodard Corporation Board has a reasonable expectation that the consolidated group will be able to continue operating for the foreseeable future, so the group financial statements have been prepared on a going concern basis.

Going Concern of Independent Schools and the WAT

Overall numbers in Woodard independent schools have slightly increased this year, although this masks a decline in boarding numbers at some Woodard independent schools, and a drop in prep school aged pupils affecting all schools. In addition, the introduction of VAT on fees from 1[st] January 2025, and the removal of other tax concessions, including Business Rates Relief for independent schools, increases risk in the medium term and is proving a challenge to a number of schools in the independent sector.

Nevertheless, having considered the above factors, the Woodard Corporation Board does not consider that there are any material going concern uncertainties for the group for a period of at least twelve months from the date of signing the financial statements. Further details related to the adoption of the going concern basis can be found in the accounting policies on page 33.

FUTURE PLANS

Future plans for Woodard take into account the changing political and financial environment for Woodard and Woodard schools and academies. Woodard will aim to:

22

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

DIRECTORS

The directors who served during the year, and the committees of which they are members, are shown on page 1. None of the directors has any beneficial interest in the company. Under the terms of the Articles, and as disclosed in note 11, the President and the Chairman are eligible to be remunerated for their work on Woodard matters and are trustees of Woodard. The remuneration of the President and Chairman reflects their contribution to the continuing successful delivery of the Woodard strategic plan and is decided by an independent Remuneration Committee.

AUDITOR

Moore Kingston Smith LLP is the company’s external auditors.

23

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

DIRECTORS’ REPORT ( incorporating the Strategic Report ) YEAR ENDED 31[st] AUGUST 2025

DIRECTORS’ RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors’ Report, the Strategic Report included within the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare group and company financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group and the company for that period.

In preparing each of the group and company financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and the company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors confirm that:

The directors are responsible for the maintenance and integrity of the corporate and financial information included on The Woodard Corporation’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Approved by the Board of Directors of The Woodard Corporation on 22/5/2026 including, in their capacity as company directors, approving the Directors’ and Strategic Reports contained therein, and signed on its behalf by:

Dr E Poole EXECUTIVE CHAIR

24

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF THE WOODARD CORPORATION LIMITED YEAR ENDED 31[st] AUGUST 2025

Opinion

We have audited the financial statements of The Woodard Corporation (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the year ended 31[st] August 2025 which comprise the Consolidated Statement of Financial Activities (including an Income and Expenditure Account), the Company Statement of Financial Activities (including an Income and Expenditure Account), the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statements 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent charitable company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

25

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF THE WOODARD CORPORATION LIMITED YEAR ENDED 31[st] AUGUST 2025

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report, or the Strategic Report included within the Directors’ Report.

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

Responsibilities of directors

As explained more fully in the Statement of Directors’ responsibilities set out on page 24, 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 directors 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 directors are responsible for assessing the group’s and parent charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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

26

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF THE WOODARD CORPORATION LIMITED YEAR ENDED 31[st] AUGUST 2025

to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or parent charitable company to cease to continue as a going concern.

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

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

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

Our approach was as follows:

27

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF THE WOODARD CORPORATION LIMITED YEAR ENDED 31[st] AUGUST 2025

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.

Shivani Kothari (Senior Statutory Auditor) For and on behalf of Moore Kingston Smith LLP, Statutory Auditor Chartered Accountants 9 Appold Street London EC2A 2AP

22/5/2026

28

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (Incorporating an Income and Expenditure Account) YEAR ENDED 31[st] AUGUST 2025

Notes Unrestricted Restricted Endowed Total Total
Funds Funds Funds 2025 2024
£’000 £’000 £’000 £’000 £’000
Income and endowments from:
Charitable Activities
School fees receivable 2 185,608 (922) (44) 184,642 179,241
Funding for academies’
educational operations		 2,389 51,819 - 54,208 51,486
Ancillary trading income 3 11,862 107 - 11,969 11,096
Other trading activities
Non-ancillary trading income 4 10,716 - - 10,716 9,922
Investments
Investment income 5 473 85 15 573 450
Bank and other interest 6 3,057 172 63 3,292 1,982
Voluntary sources
Grants and donations 7 927 5,007 80 6,014 3,984
Other incoming resources 8 17,275 26 - 17,301 511
TOTAL INCOMING
RESOURCES		 26 232,307 56,294 114 288,715 258,672
Expenditure on:
Raising funds
Non-ancillary trading 7,035 - - 7,035 6,263
Other income generating activities 1,170 - - 1,170 1,166
Financing costs 10 3,436 - - 3,436 3,401
Investment management 33 1 3 37 29
Fundraising and development 908
 30
 -
 938
 964
TOTAL DEDUCTIBLE COSTS 12,582 31 3 12,616 11,823
Charitable Activities
Education and grant making 197,024 54,031 10 251,065 240,556
TOTAL EXPENDITURE 9 209,606 54,062 13 263,681 252,379
Net gains/(losses) on investment
assets		 14 1,420 (39) 133 1,514 1,539
Net income 24,121 2,193 234 26,548 7,832
Transfers between funds 26 11 (11) - - -
Other recognised
gains/(losses)
Pension scheme actuarial
(losses)		 29 - (728) - (728) (138)
Net Movement in funds for the
year		 24,132 1,454 234 25,820 7,694
Fund balances at 1stSeptember 162,612 100,361 4,274 267,247 259,553
FUND BALANCES AS AT
31st AUGUST		 186,744 101,815 4,508 293,067 267,247

All amounts relate to continuing activities. All recognised gains and losses in the current and prior year are included in the statement of financial activities.

The notes on pages 33 to 75 form part of these financial statements.

29

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

COMPANY STATEMENT OF FINANCIAL ACTIVITIES (Incorporating an Income and Expenditure Account) YEAR ENDED 31[st] AUGUST 2025

Notes
Income and endowments from:
Investments
Investment income
5
Bank and other interest
6
Other incoming resources
8
TOTAL INCOMING
RESOURCES
26
Expenditure on:
Raising funds
Financing costs
10
TOTAL DEDUCTIBLE COSTS
Charitable Activities
Education and grant making
TOTAL EXPENDITURE
9
Net gains/(losses) on investment
assets
14
Net income/(expenditure)
Transfers between funds
26
Net Movement in funds for the
year
Fund balances at 1stSeptember
FUND BALANCES AS AT 31st AUGUST		 Unrestricted
Funds
£’000
11
472
1,373
1,856
-
-
1,126
1,126
14
744
-
744
10,187
10,931		 Restricted
Funds
£’000
2
4
-
6
-
-
-
-
23
29
-
29
449
478		 Endowed
Funds
£’000
-
-
-
-
-
-
-
-
1
1
-
1
22
23		 2025
£’000
13
476
1,373
1,862
-
-
1,126
1,126
38
774
-
774
10,658
11,432		 2024
£’000
17
499
1,211
1,727
14
14
1,270
1,284
80
523
-
523
10,135
10,658

All amounts relate to continuing activities. All recognised gains and losses in the current and prior year are included in the statement of financial activities. The notes on pages 33 to 75 form part of these financial statements.

30

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31[st] AUGUST 2025

Note
FIXED ASSETS
Tangible assets
13
Investments
14
Fees in Advance scheme
investments
14
Investment in subsidiaries
15
CURRENT ASSETS
Stock
Debtors due within one year
16
Debtors due after more than one
year
16
Current asset investments
17
Cash at bank and in hand
31
CURRENT LIABILITIES
Creditors payable within one year
18
NET CURRENT
ASSETS/(LIABILITIES)
TOTAL ASSETS LESS CURRENT
LIABILITIES
LONG TERM LIABILITIES
Creditors payable after one year
19
Provisions for liabilities
23
TOTAL NET ASSETS
EXCLUDING PENSION
LIABILITY
Net pension (liability)
29
NET ASSETS
REPRESENTED BY:
UNRESTRICTED FUNDS
26
RESTRICTED FUNDS
26
ENDOWED FUNDS
26		 Group
2025
2024
£’000
£’000
307,806
296,289
20,908
19,641
429
416
-
-
329,143
316,346

506
475
29,814
14,390
4,612
-
10,610
7,635
75,036
96,936


120,578
119,436

(103,790)
(94,187)
16,788
25,249
345,931
341,595
(52,712)
(73,833)
(152)
(411)

293,067
267,351
-
(104)
293,067
267,247
186,744
162,612
101,815
100,361
4,508
4,274
293,067
267,247		 Company
2025
2024
£’000
£’000
-
723
303
280
429
416
2
2
734
1,421
-
-
4,109
5,454
400
-
4,500
1,552
1,875
2,411

10,884
9,417
(186)
(180)
10,698
9,237
11,432
10,658
-
-
-
-
11,432
10,658
-
-
11,432
10,658
10,931
10,187
478
449
23
22
11,432
10,658		 Company
2025
2024
£’000
£’000
-
723
303
280
429
416
2
2
734
1,421
-
-
4,109
5,454
400
-
4,500
1,552
1,875
2,411

10,884
9,417
(186)
(180)
10,698
9,237
11,432
10,658
-
-
-
-
11,432
10,658
-
-
11,432
10,658
10,931
10,187
478
449
23
22
11,432
10,658
1,421
-
5,454
-
1,552
2,411
9,417
(180)
9,237
10,658
-
-
10,658
-
10,658
10,187
449
22
10,658

The financial statements were approved and authorised for issue by the Board on 22/5/2026 and signed on its behalf by:

Dr E Poole EXECUTIVE CHAIR

Company registration number 4659710 The notes on pages 33 to 75 form part of these financial statements.

31

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

CONSOLIDATED CASH FLOW STATEMENT YEAR ENDED 31[st] AUGUST 2025

Notes
Cash flows from operating activities:
Net cash provided by/(used in)operating activities
30
Cash flows from investing activities:
Dividends, interest and rents from investments
Proceeds from the sale of property, plant and equipment
Purchase of property, plant and equipment
Proceeds from sale of investments
Purchase of investments
Purchase of short-term investments
Net cash (used in) investing activities
Cash flows from financing activities:
Repayments of borrowing
Cash inflows from new borrowing
Financing costs
Fees in advance – new contracts
Fees in advance – repayment of deposits
Net cash (outflow) from financing activities
Change in cash and cash equivalents in the year
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
31		 2025
£’000
(14,073)
3,865
9,321
(17,864)
4,556
(4,319)
(2,975)
(7,416)
(4,795)
1,229
(3,436)
6,624
(860)
(1,238)
(22,727)
96,032
73,305		 2024
£’000
19,419
2,432
448
(15,327)
1,780
(5,785)
(7,635)
(24,087)
(6,151)
8,210
(3,401)
57,628
(277)
56,009
51,341
44,691
96,032

32

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

1. ACCOUNTING POLICIES

The principal accounting policies, all of which have been applied consistently throughout the year and in the preceding year are:

a) Basis of Accounting

The financial statements of the group have been prepared under the Companies Act 2006 and in accordance with the Statement of Recommended Practice for Charities (‘SORP (FRS102)’) and with applicable UK Accounting Standards. They are drawn up on the historical cost accounting basis except share investments held as fixed assets are carried at fair value.

The Woodard Corporation (incorporated in England and Wales) meets the definition of a public benefit entity under Financial Reporting Standard (FRS) 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes.

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Further details are provided in note 36, and in the accounting policies for depreciation of fixed assets, and for bad debts. The financial statements are presented in sterling (£) and the functional currency is sterling (£), rounded to the nearest £’000.

b) Going Concern

The financial statements have been prepared on a going concern basis.

Group Going Concern

As stated above, with minimal formal financial links between Woodard and its schools and the WAT, only in circumstances where Woodard has pledged specific financial support would the closure of any individual Woodard school potentially have an impact on Woodard’s ability to continue as a going concern. The Board has reviewed financial information for the parent charitable company and, with net current assets of £10.7 million including cash of £1.9 million, is confident in its assessment that it will be able to meet its debts for a period of at least 12 months from the date of signing the financial statements. After review of evidence, the Woodard Corporation Board has a reasonable expectation that the parent charitable company will be able to continue operating for the foreseeable future and the financial statements have been prepared on a going concern basis.

The Woodard Board undertakes a review of the individual financial statements of Woodard independent schools and the WAT, and the conclusions drawn by the Boards of those schools and the WAT trustees. This informs the view of going concern for the group as a whole and, having reviewed the available financial statements, directors’ reports and audit opinions, the Woodard Corporation Board has a reasonable expectation that the consolidated group will be able to continue operating for the foreseeable future and the group financial statements have been prepared on a going concern basis.

Going Concern of Independent Schools and the WAT

Numbers in Woodard independent schools have slightly declined over recent years as those in WAT academies have stabilised at just below 7,000. There has been a more notable decline in boarding numbers at some Woodard independent schools, and this is a concerning trend as the combination of the loss of tuition fees and boarding fees for each individual pupil gives rise to a significant reduction in income from each pupil lost. In addition, the policy of the newly elected Labour government to introduce VAT on tuition and other fees from 1[st] January 2025 and to remove other tax concessions, including business rates relief for independent schools from April 2025 and the changes to the national insurance from April 2025, increases the risks in the medium term and will prove a challenge to a number of schools in the independent sector.

Having considered the above factors, the Woodard Corporation Board do not consider that

33

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

there are any material going concern uncertainties for the group for a period of at least twelve months from the date of signing the financial statements.

c) Group Financial Statements

The financial statements consolidate the financial statements of the company and all its subsidiary companies, charitable trusts and funds with all inter-company balances being eliminated. Entities are consolidated where Woodard exercises overall control either through ownership of shares or through having the right to appoint and remove directors at schools and the WAT (see note 15). Accounting policies are consistently applied between group companies. Reduced disclosure – as a qualifying entity within the meaning of FRS102, the charitable company has chosen to take advantage in its individual financial statements of the following disclosure exemption: Section 7: presentation of a statement of cashflows and related notes and disclosures.

d) School Fees Receivable and Similar Income

Fees receivable and other educational income are accounted for in the period in which the service is provided. Fees receivable are stated after deducting allowances, scholarships and other remissions by the school, but include contributions received from restricted funds for scholarships, bursaries and other grants.

Fees in Advance Scheme Contracts are those fees received in advance of education to be provided in future years under a specific contract. The fees are either held as investments in interest bearing assets until taken to income to match liabilities in the term when used, or refunded, or they are held within the unrestricted reserves of the school. Any surplus of assets over liabilities is held within the fund as a buffer.

Debts are provided for if not recovered within one term. Estimating amounts to provide against recovery of debts is a matter of judgement.

e) Ancillary and Non-Ancillary Trading Income

Ancillary trading income represents amounts from activities to generate funds within the charitable objects for example, school shop sales, coaches to and from school and school trips. Non-ancillary trading income represents amounts from activities not directly related to the charitable objects, for example lettings of school facilities out of term time and rental from spare school buildings. Income from these activities is recognised in the SOFA when the goods are sold, or services provided.

f) Voluntary sources, Grants and Donations

Voluntary incoming resources are accounted for as and when entitlement arises, the amount can reliably be quantified, and the economic benefit is considered probable.

Voluntary income for general purposes is accounted for as unrestricted and is credited to the General Reserve. Where the donor or an appeal has imposed trust law restrictions, voluntary income is credited to the relevant restricted fund and incoming endowments are accounted for as permanent trust capital or expendable trust capital, according to whether the donor intends retention to be permanent or not.

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 at the value to the school in case of donated services or facilities.

g) Expenditure

Expenditure is accrued as soon as there is a contractual obligation or a liability is considered probable, discounted to present value for longer term liabilities. Expenditure is allocated to expense headings either on a direct cost basis or apportioned according to time spent. The irrecoverable element of VAT is included with the item of expense to which it relates. Bad debts are provided for in accordance with the group bad debt policy.

The cost of refurbishing and converting existing buildings is written off in the year in which it is incurred except where the useful life has been extended.

34

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

h) Finance and Other Costs

Bank interest payable is accounted for on an accruals basis. Other costs include amounts accrued in accordance with the terms of Fees in Advance Scheme Contracts.

i) Pension Costs

Woodard, its schools and the WAT participate in the Teachers' Pension scheme, which is an unfunded government scheme. Woodard and its schools participate in the Pensions Trust scheme and the Independent Schools’ Pensions scheme, both of which provide benefits based on final pensionable pay. The funds of the schemes are separate from those of Woodard, its school companies and the WAT, although the companies’ shares of the schemes cannot be identified as the schemes are multi-employer schemes, and so the pension costs are accounted for as defined contribution schemes. Woodard and some school companies also contribute to other defined contribution pension schemes for non-teaching staff.

Woodard and some Woodard schools offer membership of the TPT Retirement Solutions - The Growth Plan or to the Independent Schools’ Pensions Scheme to employees other than the full-time academic staff. The TPT Retirement Solutions - The Growth Plan and the Independent Schools’ Pensions Scheme are multi-employer pension schemes where the scheme assets are pooled for investment purposes and cannot be attributed to individual employers. Benefits are paid from the total scheme assets. They are in most respects money purchase arrangements but have some guarantees. As a result, it is not possible or appropriate to identify the assets and liabilities of the schemes which are attributable to group companies, though, due to the guarantees inherent in the scheme, the companies remain potentially liable for a debt on withdrawal from the scheme. In accordance with Financial Reporting Standard (FRS) 102 (section 28) therefore, the scheme is accounted for in a fashion which is similar to a defined contribution scheme.

The companies must recognise a liability measured as the present value of the contributions payable that arise from the deficit recovery agreement and the resulting expense in the income and expenditure account i.e. the unwinding of the discount rate as a finance cost in the period in which it arises. More detail is given in notes 29 and 34.

The LGPS is a funded multi-employer scheme, and the assets are held separately from those of the WAT in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent term and currency to the liabilities. The actuarial valuations are obtained at least triennially and are updated at each reporting date. The amounts charged to net income are the current service costs and the costs of scheme introductions, benefit changes, settlements and curtailments. They are included as part of staff costs as incurred. Net interest on the net defined benefit liability/asset is also recognised in the Statement of Financial Activities and comprises the interest cost on the defined benefit obligation and interest income on the scheme assets, calculated by multiplying the fair value of the scheme assets at the beginning of the period by the rate used to discount the benefit obligations. The difference between the interest income on the scheme assets and the actual return on the scheme assets is recognised in other recognised gains and losses. Actuarial gains and losses are recognised immediately in other recognised gains and losses.

The retirement benefit obligation recognised represents the deficit or surplus in the defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

j) Tangible Fixed Assets and Depreciation

In accordance with Section 35.10 (d) of FRS102, Woodard and its schools have elected to use the carrying value of any of the freehold land and buildings previously carried at a valuation, as their deemed cost at the date of transition to FRS102, 1[st] September 2014.

Tangible fixed assets are stated at cost less depreciation. Individual capital items, or projects, with a value greater than £10,000 are capitalised. Assets in the course of construction are stated at cost less any provision for impairment. They are transferred to completed assets when substantially all of the activities necessary to get the asset ready for use are complete.

35

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

Where appropriate, cost includes our own labour costs in relation to construction, and directly attributable overheads.

Where tangible fixed assets have been acquired with the aid of specific grants, they are included in the balance sheet at cost and depreciated over their expected useful economic life. The related grants are credited to a restricted fixed asset fund (in the statement of financial activities and carried forward in the balance sheet). The depreciation on such assets is charged in the statement of financial activities over the expected useful economic life of the related asset on a basis consistent with the depreciation policy.

Depreciation is provided at rates calculated to write off the cost, less estimated residual value of each asset based on current market prices, over its expected useful life, as follows:

Freehold Buildings: - Variable according to the building and written off over
the expected useful life (see paragraph below)
Freehold improvements - Over the useful economic life of the improvement
Leasehold land and buildings - Over the shorter of the economic life of the asset or the
life of the lease
Leasehold enhancements - Over the shorter of the economic life of the asset or
the
life of the lease
Fixtures, fittings and equipment - 25% on cost
Computer equipment - 25% on cost
Motor vehicles - 25% on cost

Freehold land is not depreciated.

Woodard and Woodard schools have reviewed their tangible assets, which comprise land, buildings and initial fixtures and fittings. All companies undertake an annual review of all buildings assessing their useful economic life. In some cases, the useful economic life of a building is anticipated to be of considerable length, often in excess of 100 years, up to a maximum of 300 years. The buildings are capitalised in the financial statements at historic cost as this was the basis for the carrying value at the date of transition to FRS102, 1[st] September 2014.

When a group company undertakes a significant refurbishment project that will have an economic benefit, the cost of the refurbishment is capitalised, recorded separately under ‘Freehold Improvements’, its useful life is estimated, and it is depreciated over that useful life.

No depreciation is provided for in respect of investment properties in accordance with Section 16 of FRS102. Such properties are held for their investment potential and not for consumption within the business. Investment properties are stated at their fair value at the balance sheet date.

Woodard and Woodard schools exercise judgement in selection of appropriate rates for depreciation of fixed assets, and for matters of impairment.

k) Financial Instruments

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

l) Investments and Fees in Advance Investments

Investments and Fees in Advance investments are carried at fair value, which is deemed to be market value as at the balance sheet date.

Realised and unrealised investment gains and losses are recognised as ‘net gains/(losses) on investment assets’ in the Statement of Financial Activities and are allocated to the appropriate fund according to the ‘ownership’ of the underlying assets.

36

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

m) Leasing Commitments

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over their useful lives or the period of the lease whichever is the shorter. The interest element of the obligations is charged to the statement of financial activities over the period of the lease. Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the statement of financial activities on a straight-line basis over the lease term. Lease incentives are accounted for over the lease term on a straight-line basis.

n) Fund Accounts

Endowment funds are subject to specific conditions by donors that the capital must be maintained by the charity. Endowment funds are further sub-divided into permanent and expendable, where required by the terms of the trust.

Restricted funds are subject to specific conditions by donors as to how they may be used. The purposes and uses of the restricted funds are set out in the notes to the financial statements.

Designated funds comprise funds which have been set aside at the discretion of the directors for specific purposes. The purposes and uses of the designated funds are set out in the notes to the financial statements.

o) Taxation

Woodard and Woodard schools are registered charities and as such are exempt from income tax and corporation tax under the provisions of Section 478 of the Corporation Tax Act 2010. There is no similar exemption for VAT, which is included in expenditure or in the cost of assets as appropriate.

Many Woodard schools have a subsidiary company that is subject to taxes including corporation tax and VAT in the same way as any commercial organisation. Tax charged to the profit and loss account is based on the subsidiary company’s profit for the year and takes into account tax arising because of timing differences between the treatment of certain items for tax and accounting purposes. The subsidiary companies distribute the majority of their profits to their parent school company under Gift Aid and tax liabilities are kept to a minimum.

p) Fee Deposits

Refundable fee deposits are currently classified between long term and short term in the financial statements. These deposits are refundable in the event that the pupils leave a school on one term's notice and as such the deposit would be refunded to the parents at that point. However, the financial statements are prepared on a going concern basis, and it is assumed that the majority of children will remain in school for their full years of education and therefore the deposit will be refunded to them when they leave school. Short term deposits reflect those pupils that will be leaving a school within one year, and the longer-term element reflects those pupils that will be leaving a school after 12 months from the balance sheet date.

q) Cash

Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

37

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

2. CHARITABLE ACTIVITIES - SCHOOL FEES RECEIVABLE

Group
The school fees income comprises
Gross fees
Less: Total scholarships, bursaries, etc
Add back: Scholarships, Grants etc paid for by Restricted
Funds		 2025
£’000
211,978
(27,902)
566
184,642		 2024
£’000
205,788
(27,115)
568
179,241

Scholarships, bursaries and other awards were paid to 3,924 pupils (2024: 4,153 pupils). Within this, means-tested bursaries totalling £8,343k were paid to 788 pupils (2024: £8,180k were paid to 746 pupils).

3. CHARITABLE ACTIVITIES – ANCILLARY TRADING INCOME

Group
Extras
Entrance fees and registration fees
Pupil transport
Rent receivable and related income
Commissions and related income
Sundry other income
OTHER TRADING ACTIVITIES
Group
Non-ancillary trading income
Enterprise company trading turnover
Lettings income
Rents receivable
Interest receivable - pupil bills
Other non-ancillary trading income		 2025
£’000
5,726
566
2,580
49
48
3,000
11,969
2025
£’000
7,974
1,360
247
60
1,075
10,716		 2024
£’000
5,431
776
2,356
61
409
2,063
11,096
2024
£’000
8,103
636
147
49
987
9,922

4. OTHER TRADING ACTIVITIES

The company had no ‘other trading’ activities.

38

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

5. INVESTMENTS – INVESTMENT INCOME

Group
Securities
Equities
Fixed Interest
Multi-asset funds
Company
Securities
Equities
Multi-asset funds		 Unrestricted
£’000
262
62
149
473
Unrestricted
£’000
1
10
11		 Restricted
£’000
72
4
9
85
Restricted
£’000
2
-
2		 Endowed
£’000
10
3
2
15
Endowed
£’000
-
-
-		 Total
2025
£’000
344
69
160
573
Total
2025
£’000
3
10
13		 Total
2024
£’000
221
16
213
450
Total
2024
£’000
2
15
17

6. INVESTMENTS - BANK AND OTHER INTEREST RECEIVABLE

Group
Bank interest
Other interest
Company
Bank interest
Other interest		 Unrestricted
£’000
3,045
12
3,057
Unrestricted
£’000
89
383
472		 Restricted
£’000
172
-
172
Restricted
£’000
4
-
4		 Endowed
£’000
19
44
63
Endowed
£’000
-
-
-		 Total
2025
£’000
3,236
56
3,292
Total
2025
£’000
93
383
476		 Total
2024
£’000
1,924
58
1,982
Total
2024
£’000
62
437
499

39

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

7. VOLUNTARY SOURCES - GRANTS AND DONATIONS

Group
Grants and
donations		 Unrestricted
£’000
927
927		 Restricted
£’000
5,007
5,007		 Endowed
£’000
80
80		 Total
2025
£’000
6,014
6,014		 Total
2024
£’000
3,984
3,984

Restricted donations include £1.8m (2023: £1.6m) of DfE capital grants to the WAT.

The charitable company had no grants and donations in either year.

8. OTHER INCOMING RESOURCES

Group
Great Walstead
merger with
Ardingly
Profit on sale of
land and buildings
at Abbots Bromley
Other incoming
resources		 Unrestricted
£’000
9,649
6,414
1,212

17,275		 Restricted
£’000
26
-
-
26		 Endowed
£’000
-
-
-
-		 Total
2025
£’000
9,675
6,414
1,212
17,301		 Total
2024
£’000
-
-
511
511

On 1[st] November 2024 Ardingly College Limited merged with Great Walstead, a local prep school operating as an incorporated charity limited by guarantee. Great Walstead Limited was incorporated in England & Wales, company number 00751662 and charity number 307002. There was no consideration paid and on 1[st] November 2024 Great Walstead gifted all of its trade and net assets to Ardingly College Limited.

The sale of the site at the former Abbots Bromley School completed on 4[th] August 2025.

Company
Corporation levy
Profit on sale of land
and buildings at
Abbots Bromley		 Unrestricted
£’000
1,304
69
1,373		 Restricted
£’000
-
-
-		 Endowed
£’000
-
-
-		 Total
2025
£’000
1,304
69
1,373		 Total
2024
£’000
1,211
-
1,211

40

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

9. ANALYSIS OF EXPENDITURE

a)Total expenditure
Group
Costs of raising funds
Non ancillary trading
Other income generating
activities
Financing cost (note 10)
Investment management
Fundraising and
development
Total cost of generating
funds
Charitable expenditure
Teaching
Welfare
Premises
School administration
Donations
Grants awards and prizes
(note 9b)
Governance
Total charitable
expenditure
Total Expenditure
Company
Costs of raising funds
Financing cost (note 10)
Total cost of generating
funds
Charitable expenditure
School administration
Premises
Donations
Grants awards and prizes
(note 9b)
Governance
Total charitable
expenditure
Total Expenditure		 Staff costs
(note 11)
£’000
3,631
644
-
-
679
4,954
123,798
9,476
9,006
25,863
-
-
-
168,143
173,097
Staff costs
(note 11)
£’000
-
-
789
789
789		 Support
Costs
£’000
3,270
526
3,436
37
259
7,528
13,884
13,574
28,384
13,604
171
64
579
70,260
77,788
Support
Costs
£’000
-
-
241
6
1
84
332
332		 Depreciation
(note 13)
£’000
134
-
-
-
-
134
1,321
2,286
4,889
4,166
-
-
-
12,662
12,796
Depreciation
(note 13)
£’000
-
-
5
5
5		 Total
2025
£’000
7,035
1,170
3,436
37
938
12,616
139,003
25,336
42,279
43,633
171
64
579
251,065
263,681
Total
2025
£’000
-
-
1,030
5
6
1
84
1,126
1,126		 Total
2024
£’000
6,263
1,166
3,401
29
964
11,823
128,577
24,884
43,168
43,198
19
89
621
240,556
252,379
Total
2024
£’000
14
14
1,190
6
19
1
54
1,270
1,284

41

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

9. ANALYSIS OF EXPENDITURE (Continued)

b) Grants, awards and prizes

Group

Woodard schools make awards to individual families to support schooling.

From Endowed Funds:
Bursaries and other grants and awards
From Restricted Funds:
Other grants and awards
Prizes and leaving awards
From Unrestricted Funds:
Other grants and awards
Prizes and leaving awards
Company
From Unrestricted Funds:
Prizes and leaving awards		 2025
£’000
9
18
-
-
37
64
1
1		 2024
£’000
11
26
3
8
41
89
1
1

c) Total resources expended include

Group - Woodard reimburses directors for out-of-pocket expenses including travel subsistence and accommodation, where a claim is made. 21 directors were reimbursed during the year (2024: 30).

2025 2024
£’000 £’000
Remuneration paid to auditor for audit services 537 505
Remuneration paid to auditor for non-audit services 31 -
Depreciation of tangible fixed assets:
- owned by the Charitable Company 12,429 11,432
- held under finance leases and hire purchase contracts 366 224
(Profit)/loss on disposal of fixed assets (6,557) 19
Operating lease rentals:
- land and buildings 347 355
- other assets 647 871
Reimbursement of personal expenses to directors 20 23

42

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

9. ANALYSIS OF EXPENDITURE (Continued)

c) Total resources expended include:

Company - Woodard reimburses directors for out-of-pocket expenses including travel subsistence and accommodation, where a claim is made. 7 directors (2024: 7 directors) were reimbursed during the year.

Remuneration paid to auditor for audit services
Remuneration paid to auditor for prior year
Depreciation of tangible fixed assets:
- owned by the Charitable Company
Profit on disposal of fixed assets
Operating lease rentals:
- other assets
Reimbursement of personal expenses to directors
FINANCING COSTS
Group
Bank interest payable
Other interest payable
Fees In Advance debt financing costs
Lease finance costs
Net interest on defined pension asset/(liability)
Bank charges
Other finance costs
Provision for bad and doubtful debts
Company
Fees In Advance debt financing costs		 2025
£’000
72
-
5
69
1
7
2025
£’000
1,834
(123)
185
9
25
300
114
1,092
3,436
-
-		 2024
£’000
57
-
5
-
1
7
2024
£’000
2,287
171
82
5
11
445
77
323
3,401
14
14

10. FINANCING COSTS

43

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

11. STAFF COSTS

Group
The aggregate payroll costs for the year were:
Wages and salaries
Social security costs
Other pension costs
Private medical insurance		 2025
£’000
135,786
15,053
22,085
173
173,097		 2024
£’000
129,325
12,380
19,539
161
161,405

Included in staff costs are redundancy or termination payments totalling £301,000 (2024: £367,000). The amount outstanding at the year-end was £18,000 (2024: £26,000)

Company
The aggregate payroll costs for the year were:
Wages and salaries
Social security costs
Other pension costs
Private medical insurance		 665
85
38
1
789		 608
73
34
1
716

Included in staff costs are redundancy or termination payments totalling £1,000 (2024: £nil). The amount outstanding at the year-end was £nil. (2024: £nil).

Company 2025 2024
£’000 £’000
The following trustees were paid emoluments:
Executive Chair 70 -
President 7 6

The Articles of Association permit the President and Executive Chair to be paid honoraria allowing them to undertake their roles in ensuring the delivery of the Woodard charitable objects. The Board is grateful to the previous Chairman, Richard Morse, who decided to forgo his honorarium in favour of Woodard. Minor amounts of travel expenses were reimbursed to certain trustees and directors' liability insurance is provided. No other directors at Woodard schools received remuneration or other benefits from the school or from any connected body.

Key Management Personnel within the schools are typically defined as the Head, Bursar and other senior management staff, although this may differ between individual schools and academies. In the year to 31[st] August 2025, the Senior Provost, Director of Education and the Director of Finance are classed as being the Key Management Personnel of the company.

Group- Aggregate employee benefits of key management personnel
Company- Aggregate employee benefits of key management
personnel		 2025
£’000
6,890
343		 2024
£’000
6,094
374

44

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

11. STAFF COSTS (Continued)

The average number of employees during the year was:

Teaching
Other activities		 2025
Group
No.
1,822
2,638
4,460		 2025
Company
No.
-
8
8		 2024
Group
No.
1,746
2,374
4,120		 2024
Company
No.
-
8
8

The number of higher paid employees whose annual emoluments were £60,000 or more was:

2025 2025 2024 2024
Group Company Group Company
No. No. No. No.
£60,001 - £70,000 158 1 121 2
£70,001 - £80,000 57 - 49 -
£80,001 - £90,000 35 - 27 -
£90,001 - £100,000 18 1 13 1
£100,001 - £110,000 4 - 7 -
£110,001 - £120,000 2 - 3 -
£120,001 - £130,000 7 - 11 -
£130,001 - £140,000 6 1 3 -
£140,001 - £150,000 2 - 5 1
£150,001 - £160,000 1 - - -
£160,001 - £170,000 2 1 1 1
£170,001 - £180,000 - - 1 -
£180,001 - £190,000 1 - - -
£200,001 - £210,000 1 - - -
£220,001 - £230,000 1 - - -
£230,001 - £240,000 - - 2 -
£240,001 - £250,000 1 - - -
£250,001 - £260,000 - - 1 -
£270,001 - £280,000 1 - - -

12. TAXATION

Woodard and Woodard schools are registered charities and as such are exempt from income tax and corporation tax under the provisions of Section 478 of the Corporation Tax Act 2010.

Many Woodard schools have a subsidiary company that is subject to taxes including corporation tax and VAT in the same way as any commercial organisation. Tax charged to the profit and loss account is based on the subsidiary company’s profit for the year and takes into account tax arising because of timing differences between the treatment of certain items for tax and accounting purposes. The subsidiary companies distribute the majority of their profits to their parent school company under Gift Aid and tax liabilities are kept to a minimum.

45

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

13. TANGIBLE FIXED ASSETS

Group
Cost or valuation
At 1stSeptember 2024
Additions
Disposals
Transfers
Reclassification
At 31st August 2025
Depreciation
At 1stSeptember 2024
Charge for the year
Disposals
Reclassification
At 31st August 2025
Net book value
at 31st August
2025
Net book value at
31stAugust 2024		 Freehold
Land &
Buildings
£’000

220,990
2,768
(3,724)
1,739
8,601
230,374

40,758
4,766
(1,287)
(38)
44,199
186,175
180,232		 Leasehold
Land &
Buildings
£’000
113,150
624
(13)
70
-
113,831
20,819
2,261
(13)
-
23,067
90,764
92,331		 Under
Construction
£’000
4,975
8,550
(174)
(2,016)
-
11,335
-
-
-
-
-
11,335
4,975		 Fixtures,
Fittings &
Equipment
£’000
42,562
3,197
(1,793)
208
336
44,510
28,049
3,192
(1,699)
-
29,542
14,968
14,513		 Computer
Equipment
£’000
14,962
2,408
(1,895)
-
-
15,475
11,330
2,254
(1,895)
-
11,689
3,786
3,632		 Motor
Vehicles
£’000
2,547
535
(210)
-
-
2,872
1,941
322
(169)
-
2,094
778
606		 Total
£’000
399,186
18,082
(7,809)
1
8,937
418,397
102,897
12,795
(5,063)
(38)
110,591
307,806
296,289

All assets are used for charitable purposes.

Included in Leasehold Land and Buildings are the depreciated values of the buildings occupied by Sir Robert Woodard Academy, The Littlehampton Academy and Kings Priory School. For The Littlehampton Academy and Sir Robert Woodard Academy the schools have been in occupation of their buildings for a number of years and are thus included, although the issue of 125-year leases is still awaiting final completion of works for West Sussex County Council by the contractors.

Included in fixed assets is the gain on valuing the freehold land and buildings at the King’s School Tynemouth that were transferred as a gift to Woodard in 2013-14 and subsequently gifted to the WAT on a 125-year lease when the school converted to an academy. The land and buildings were valued at £10,585,000 when transferred and were valued by a professional valuer at £14,635,000 when leased to the WAT. The lease is a peppercorn lease.

Included in fixed assets are assets held under finance leases which have net book values of £1,063,000 (2024: £542,000) at the year end.

46

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

13. TANGIBLE FIXED ASSETS (Continued)

ANGIBLE FIXED ASSETS(Continued)
Company
Cost or valuation
At 1stSeptember 2024
Disposals
At 31st August 2025
Depreciation
At 1stSeptember 2024
Charge for the year
Disposals
At 31st August 2025
Net book value at 31st August 2025
Net book value at 31st August 2024		 Freehold
Land &
Buildings
£’000
775
(775)
-
52
5
(57)
-
-
723		 Total
£’000
775
(775)
-
52
5
(57)
-
-
723

47

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

14. INVESTMENTS

Group
Fees in Advance
Investments
2025
2024
£’000
£’000
Group investments
At 1stSeptember
416
638
New money invested
-
1
Reinvested income
-
-
Amounts extracted
-
(260)
Investment
management fees
(3)
(4)
Realised gains/(losses)
on investments
-
13
Unrealised
gains/(losses) on
investments
16
28
Movement in
uninvested cash
-
-
Group investments at
31st August
429
416
Group
Fees in Advance
Investments
2025
2024
£’000
£’000
Investments comprise:
Listed investments
Fixed Interest
-
-
Equities
-
-
Multi-asset funds
428
415
Unlisted investments
Other
-
-
Cash
1
1
Group investments
at 31st August
429
416		 Investments
2025
2024
£’000
£’000
19,641
13,875
3,767
5,505
284
223
(4,556)
(1,520)
(36)
(28)
26
70
1,475
1,428
307
88
20,908
19,641
Investments
2025
2024
£’000
£’000
3,052
2,366
13,521
13,133
1,910
1,553
2,306
2,543
119
46
20,908
19,641		 Total
Investments
2025
2024
£’000
£’000
20,057
14,513
3,767
5,506
284
223
(4,556)
(1,780)
(39)
(32)
26
83
1,491
1,456
307
88
21,337
20,057
Total
Investments
2025
2024
£’000
£’000
3,052
2,366
13,521
13,133
2,338
1,968

-
2,306
2,543
-
-
120
47
21,337
20,057		 Total
Investments
2025
2024
£’000
£’000
20,057
14,513
3,767
5,506
284
223
(4,556)
(1,780)
(39)
(32)
26
83
1,491
1,456
307
88
21,337
20,057
Total
Investments
2025
2024
£’000
£’000
3,052
2,366
13,521
13,133
2,338
1,968

-
2,306
2,543
-
-
120
47
21,337
20,057
20,057

In addition to the above investments, cash balances within the Fees in Advance Scheme are included in current assets as cash deposits.

The main Investments and Fees in Advance Scheme Investments are managed for Woodard schools by professional advisers. All investments are managed and held in the UK.

48

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

14. INVESTMENTS (Continued)

Company
Fees in Advance
Investments
2025
2024
£’000
£’000
Company
investments
At 1stSeptember
416
638
New money invested
-
1
Reinvested income
-
-
Amounts extracted
-
(260)
Investment
management fees
(2)
(4)
Realised gains/(losses)
on investments
-
13
Unrealised
gains/(losses) on
investments
15
28
Movement in
uninvested cash
-
-
Company
investments at 31st
August
429
416
Company
Fees in Advance
Investments
2025
2024
£’000
£’000
Investments comprise:
Listed investments
Fixed Interest
-
Equities
-
Multi-asset funds
428
415
Cash
1
1
Company
investments at 31st
August
429
416		 Investments
2025
2024
£’000
£’000
280
243
-
-
-
1
-
(3)
-
-
-
-
23
39
-
-
303
280
Investments
2025
2024
£’000
£’000
5
3
296
274
-
3
-
2
-
303
280		 Total
Investments
2025
2024
£’000
£’000
696
881
-
1
-
1
-
(263)
(2)
(4)
-
13
38
67
-
-
732
696
Total
Investments
2025
2024
£’000
£’000
5
3
296
274
428
418
3
1
732
696		 Total
Investments
2025
2024
£’000
£’000
696
881
-
1
-
1
-
(263)
(2)
(4)
-
13
38
67
-
-
732
696
Total
Investments
2025
2024
£’000
£’000
5
3
296
274
428
418
3
1
732
696
696

Woodard owns all of the share capital of the subsidiary schools listed in note 15.

In addition to the above investments, cash balances within the Fees in Advance Scheme are included in current assets as cash deposits.

During the year to 31[st] August 2025, the main Investments and Fees in Advance Scheme Investments were managed for Woodard by Cazenove Capital.

49

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

15. GROUP UNDERTAKINGS

Woodard holds directly or indirectly 100% of the share capital of the following companies (all of which are incorporated and registered in England) at a cost of £1,800 (2023: £1,800) and also controls a number of unincorporated charities:

Owned Companies

Owned Companies
Name Charity Company
Number Number
Woodard Corporation Trustee Company Limited 380961
(former holding company)
Woodard Endowment Fund 288472
Educational Charitable Companies
ABS Realisations Limited (formerly Abbots Bromley School Limited)1 1103321 5018628
Ardingly College Limited2 1076456 3779971
Bloxham School Limited3 1076484 3779976
The Cathedral School (Llandaff) Limited4 1103522 5091977
Denstone College Limited5 1102588 5010957
Ellesmere College Limited6 1103049 5066406
Hurstpierpoint College Limited7 1076498 3779893
Great Walstead School8 307002 751662
King’s Schools Taunton Limited9 1103346 5084301
The King’s School Tynemouth Limited 269665 1182631
Lancing College Limited10 1076483 3779985
The Peterborough School Limited11 269667 1182629
Prestfelde School Limited12 1102931 5023969
Queen Mary’s School (Baldersby) Limited13 1098410 4806128
SJS Realisations Limited (formerly St James’ School, Grimsby Limited)14 1099060 4788370
Smallwood Manor Preparatory School Limited15 1102929 5035260
Woodard Schools (Midland Division) Limited 269671 1182630
Woodard Schools (Nottinghamshire) Limited16 1103326 5011039
Woodard Schools (Western Division) Limited 269669 1182633
School Subsidiary Companies
Ardingly College International Limited 11540470
Ardingly Projects Limited 1931797
Bloxham School Library Services Limited 5174043
Bloxham Enterprises Limited 2095047
Buxbrass Limited 1570797
Denstone College Enterprises Limited 5181951
Ellesmere College Enterprises Limited 5181897
Ellesmere College International Limited 8512074
Hurst Facilities Limited 1320729
Hurst International Limited 9425343
Hurst Transport Limited 7914424
King’s College Schools International Limited 9749938
Lancing College Preparatory School at Worthing Limited 8808550
Newdom Developments (Holdings) Limited 7290437
Prestfelde School Enterprises Limited 5181895
Smallwood Manor Enterprises Limited 5181896
WST Enterprises Limited 5181894
Woodard Lettings (Yorkshire Schools) Limited 1746376
Woodard Schools (Nottinghamshire) Enterprises Limited 5181900
Subsidiary Fund Raising Charities
Lancing College Development Fund 310896

50

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

15. GROUP UNDERTAKINGS (Continued)

Included in Consolidation on Grounds of Dominant Influence

Woodard has a dominant influence over the following company on the grounds that the Memorandum and Articles of the company allow Woodard to appoint and remove the majority of the directors (the ‘sponsor directors’) and the two companies follow a common strategy. On 1[st] August 2013, academy trusts automatically became exempt charities under section 12(4) of the Academies Act 2010 (previously charity number 1122096).

Woodard Academies Trust16 Exempt 6415729
Woodard Academies Trust (Trading) Limited 08434771

Superscript number denotes school company per page 2

  1. DEBTORS
Amounts due within one year
School fees receivable
Trade debtors
Other debtors
Prepayments and accrued income
Tax recoverable
Amounts due from subsidiary
companies		 Group
2025
£’000
16,061
826
5,170
7,082
675
-
29,814		 2024
£’000
5,979
416
1,325
6,078
592
-
14,390		 Company
2025
£’000
-
1
32
49
-
4,027
4,109		 2024
£’000
-
1
25
16
-
5,412
5,454

School fees receivable are net of £2,200,000 (2024: £1,600,000) provided for doubtful debts.

Company debtors include amounts due from ABS Realisations Limited. Initial indications are that it is unlikely that full recovery of all amounts due will be possible. In order to allow for this the Woodard Corporation Board has agreed to provide a total of £2,000,000 against this intercompany loan, and this is included above.

Amounts due after one year
Deferred consideration
Tax recoverable		 Group
2025
£’000
4,300
312
4,612		 2024
£’000
-
-
-		 Company
2025
£’000
400
-
400		 2024
£’000
-
-
-

51

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

17. CURRENT ASSET INVESTMENTS

CURRENT ASSET INVESTMENTS
Cash on Fixed Term Deposit Group
2025
£’000
10,610
10,610		 2024
£’000
7,635
7,635		 Company
2025
£’000
4,500
4,500		 2024
£’000
1,552
1,552

18. CREDITORS: amounts falling due within one year

Bank loans and overdrafts
Net obligations under finance
leases
Deposits from parents
Fees received from parents in
advance of term
Trade creditors
Taxation and social security
Other creditors
Fees in Advance Scheme (note 21)
Accruals
Deferred income
Amounts due to subsidiary
companies		 Group
2025
£’000
6,025
581
5,735
27,574
8,787
11,733
5,716
20,396
6,849
10,394
-
103,790		 2024
£’000
4,810
244
4,745
30,310
6,867
2,728
3,744
27,276
5,470
7,993
-
94,187		 Company
2025
£’000
-
-
-
-
6
24
1
13
106
-
36
186		 2024
£’000
-
-
-
-
24
19
12
13
68
-
44
180

Bank loans and overdrafts are secured either by an unlimited all monies guarantee as part of an overdraft facility under a pooled banking arrangement organised by Woodard or by charges over property.

Summary of movements in deferred income
Balance at 1stSeptember 2024
Amounts arising in year
Amounts transferred to SOFA
Balance at 31st August 2025		 Group
£’000
7,993
10,410
(8,009)
10,394

Deferred income arises due to school fee invoices for the autumn term being issued and applied to the fees ledger prior to the year end. The income that relates to the following term is deferred until the term to which the income relates.

52

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

19. CREDITORS: amounts falling due after one year

Bank loans and overdrafts
Other loans
Net obligations under finance
leases
Deposits from parents
Other creditors
Fees in Advance Scheme (note
21)		 Group
2025
£’000
22,156
-
501
10,518
39
19,498
52,712		 2024
£’000
24,842
2,035
355
10,594
389
35,618
73,833		 Company
2025
£’000
-
-
-
-
-
-
-		 2024
£’000
-
-
-
-
-
-
-

On 18[th] June 2015 Abbots Bromley School (now called ABS Realisations Limited) entered into an agreement with the APB Group for a loan facility of £1 million. The rate of interest on the loan was 4.5% per annum above the Bank of England’s base rate and, under an agreement with APB Group, this was changed to 2.0% over base rate from 1[st] May 2021. Abbots Bromley School also entered into an unsecured credit facility with APB Group which was drawn down on various dates from August 2016 to December 2016. All amounts were consolidated as unsecured borrowing and the total unsecured balance with APB Group at 31[st] August 2024 was £2,034,784. Following completion of the deal to sell the land and buildings, an agreement was reached with APB Group Limited under which the total liability was settled for a payment of the original outstanding capital amount at the date of settlement (£1,750,000). No further amounts will be due from ABS Realisations Limited and all claims on the company were settled. Monthly interest was paid until 4[th] August 2025, the date of settlement.

Deposits are split between those payable within one year and those falling due after one year. The financial statements are prepared on a going concern basis and so there is a fair expectation that the majority of pupils will remain in the school for their full education.

53

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

20.BANK LOANS
The bank loans are repayable in instalments
Due after 5 years
Due within 2 to 5 years
Due within 1 to 2 years
Due after more than one year
Due within 1 year		 Group
2025
£’000
12,321
6,209
3,626
22,156
4,294
26,450		 Group
2024
£’000
7,019
11,464
6,359
24,842
3,906
28,748

Details of bank loan arrangements at Woodard Schools are as follows:

Interest
Rate
Ardingly College
Lloyds Bank Term Loan
5.845% Over Base
Bloxham School
Barclays Term Loan
3.2% Fixed Rate
Barclays Term Loan
4.55% Over Base
Cathedral School, Llandaff
Barclays Term Loan
2.32% Over Base
Denstone College
Lloyds Bank Term Loan
3.766% Fixed Rate
Lloyds Bank Term Loan
2.19% Over Base
Ellesmere College
Barclays Term Loan
2 % Over Base
Hurstpierpoint College
Barclays Term Loan
1.4% Over Base*
Barclays Term Loan
1.5% Over Base
Barclays Term Loan
1.9% Over Base
Barclays Term Loan
1.9% Over Base
Lancing College
Barclays Term Loan
1.75% Over Base
The Peterborough School
Barclays Term Loan
2% Over Base
Woodard Schools (Notts)
Santander
4% Over Base		 Balance
2025
£’000
4,797
1,842
1,318
1,622
356
8,000
4,402
133
3,980
26,450

Bank loans shown above are secured by charges over group property. The company has no bank loans.

54

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

21. FEES IN ADVANCE SCHEME

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

After 5 years
Within 2 to 5 years
Within 1 to 2 years
Within 1 year		 Group
2025
£’000
1,319
8,466
9,713

19,498
20,396
39,894		 2024
£’000
2,459
15,273
17,886

35,618
27,276
62,894		 Company
2025
£’000
-
-
-
-
13
13		 2024
£’000
-
-
-
-
13
13
Summary of movements in liability
Balance at 1stSeptember 2024
New contracts
Repayments
Amounts used to pay fees
Amount accrued to contract as debt financing cost
Balance at 31st August 2025		 Group
£’000
62,894
6,624
(860)
(28,911)
147
39,894		 Company
£’000
13
-
-
-
-
13
  1. FINANCE LEASE OBLIGATIONS
The total future minimum lease payments are payable:
After 5 years
Within 2 to 5 years
Within 1 to 2 years
Due after more than one year
Within 1 year		 Group
2025
£’000
-
143
358

501
581
1,082		 Group
2024
£’000
5
150
200
355
244
599

The total future minimum lease payments are payable:

55

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

23. PROVISIONS FOR LIABILITIES

TPT Retirement Solutions pension deficit recovery plan (note 29)
Local Government Pension Scheme liability		 Group
2025
£’000
153
-
153		 Group
2024
£’000
101
310
411

24. FUNDS

Woodard and Woodard school funds are analysed under the following headings:

a) ENDOWED FUNDS

Group

Woodard and Woodard schools have a number of endowed funds. An endowed fund is created to be one of two types:

Permanent Endowment - where the donor wishes to preserve the capital of the fund, whilst making the income generated from that capital available for use by the charity.

Expendable Endowment – where both the capital and income may be expended in pursuit of the objects of the fund.

Most endowed funds held by Woodard and Woodard schools are for provision of scholarship, bursary and prize trust funds. Transfers from the endowed funds mainly arise when income relating to the funds is used to support education through provision of scholarships and bursaries. Details of individual school funds can be found in the financial statements of the individual school companies, details of which can be found in note 15.

Company

The company endowment fund comprises the Talbot Prize where the capital is permanently endowed and the income generated may fund prizes for science, mathematics or computer studies at the fifth or sixth form level to pupils in any incorporated or affiliated school previously forming part of the Midlands Division of Woodard prior to 2003.

b) RESTRICTED FUNDS

Group

Restricted Funds represent amounts collected, donated or otherwise generated for a specific purpose and the funds are expended on that purpose, or held against that purpose. The restricted funds held by Woodard and Woodard schools tend to be of the following types:

The scholarship, bursary and prize funds consist of a number of separate trust funds set up by individual donors. The income arising, when distributed, is primarily to fund remissions and prizes at schools within Woodard.

24. FUNDS (Continued)

Building and development funds are funds raised by various schools where the use is restricted to a particular fixed asset or similar development.

Other educational funds have been set up by individual donors, the funds can be used for a range of purposes, but the use is restricted to particular Woodard schools.

Consolidated funds include The Lancing Chapel Maintenance Fund which is a fund set up for the day-to-day maintenance of the chapel. The fund receives £44,100 per annum equally from the Friends of Lancing Chapel and Lancing College. Lancing College also undertakes appeals, and the

56

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

funds are held for the specific purposes for which the appeal was held.

The Special Endowment Funds are an accumulation of funds which were given to individual schools for purposes which would be in support of specific classes of pupils, or former pupils, or to support other purposes relating to the particular school.

The funds received by the WAT from the DfE in support of development and operation of academies are restricted in their use and are shown as such. The majority of amounts transferred from the restricted funds are in relation to the General Annual Grant (GAG) and represent mainly timing differences in relation to the use for funds for education or funding of developments. Other transfers occur when the terms of the fund are met, and amounts are used for the purposes for which they were donated. Restricted funds include a specific reserve for the deficit in pensions for staff who are members of relevant local government pension schemes. Restricted funding for fixed assets received by the WAT is applied to the maintenance and improvement of the WAT’s fixed assets. During the year, £549k was transferred from GAG to DfE Group capital grants representing the value of fixed assets funded by the WAT general funds during the year.

Upon conversion to academy status and future operation by the WAT, The King’s School, Tynemouth donated its land and buildings to Woodard and, following revaluation, the economic value was donated to the WAT via creation of a lease at a peppercorn rent. See note 13.

Company

Woodard restricted funds comprise the Woodard Endowment Fund to support those who cannot stay at Woodard schools, and the Wilkes Prize Fund held by Woodard to commemorate a former Divisional Provost.

In 2018-19 Woodard was grateful to receive funds from the legacy of Eugenie Clare-Wallis. These funds will support a scholarship to be known as the ‘Herbert Clare-Wallis Scholarship’.

c) UNRESTRICTED FUNDS

Unrestricted funds represent accumulated income from Woodard and the schools’ activities and other sources that are available for the general purposes of Woodard and the schools.

57

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

25. ANALYSIS OF NET ASSETS BETWEEN FUNDS

Group 31[st] August 2025

Group 31st August 2025
Tangible fixed assets
Investments
Fees in Advance Scheme
investments
Net current (liabilities)/assets
Long term liabilities
Group 31st August 2024
Tangible fixed assets
Investments
Fees in Advance Scheme
investments
Net current (liabilities)/assets
Long term liabilities		 Unrestricted
£’000
219,490
13,786
429
5,903
(52,864)
186,744
Unrestricted
£’000
206,801
12,831
416
16,498
(73,934)
162,612		 Restricted
£’000
88,027
2,907
-
10,881
-
101,815
Restricted
£’000
89,199
2,926
-
8,650
(414)
100,361		 Endowed
£’000
289
4,215
-
4
-
4,508
Endowed
£’000
289
3,884
-
101
-
4,274		 Total
2025
£’000
307,806
20,908
429
16,788
(52,864)
293,067
Total
2024
£’000
296,289
19,641
416
25,249
(74,348)
267,247		 Total
2024
£’000
296,289
19,641
416
25,249
(74,348)
267,247
Total
2023
£’000
293,047
13,875
638
(11,058)
(36,949)
259,553
Company 31st August 2025
Tangible fixed assets
Investments
Fees in Advance Scheme
investments
Net current assets
Long term liabilities
Company 31st August 2024
Tangible fixed assets
Investments
Fees in Advance Scheme
investments
Net current assets
Long term liabilities
Unrestricted
£’000
-
28
429
10,474
-
10,931

Unrestricted
£’000
723
29
416
9,019
-
10,187		 Restricted
£’000
-
260
-
218
-
478
Restricted
£’000
-
237
-
212
-
449		 Endowed
£’000
-
17
-
6
-
23
Endowed
£’000
-
16
-
6
-
22		 Total
2025
£’000
-
305
429
10,698
-
11,432
Total
2024
£’000
723
282
416
9,237
-
10,658		 Total
2024
£’000
723
282
416
9,237
-
10,658
Total
2023
£’000
728
244
638
8,645
(120)
10,135

58

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

26. SUMMARY OF MOVEMENTS ON MAJOR FUNDS

Group
Unrestricted Funds
General Reserve
Total Unrestricted
Restricted Funds
Scholarship, bursary
and prize trust funds
Building and
Development Funds
Pension Funds
Other Restricted
Funds
Total Restricted
Endowed
Scholarship, bursary
and prize funds
Other funds
Total Endowment
Total Funds		 At 1st
Sept
2024
£’000
162,612
162,612
4,234
92,392
(104)
3,839
100,361
3,511
763
4,274
267,247		 Incoming
resources
£’000
232,307
232,307
1,787
53,606
-
901
56,294
17
97
114
288,715		 Resources
expended
£’000
(209,606)
(209,606)
(133)
(53,671)
-
(258)
(54,062)
(11)
(2)
(13)
(263,681)		 Transfers
£’000
11
11
(10)
(1)
-
-
(11)
-
-
-
-		 (Losses)/
gains
£’000
1,420
1,420
(39)
(728)
-
-
(767)
6
127
133
786		 At 31st
August
2025
£’000
186,744
186,744
5,839
91,598
(104)
4,482
101,815
3,523
985
4,508
293,067

Note 24 provides more details on the funds.

59

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

26. SUMMARY OF MOVEMENTS ON MAJOR FUNDS (Continued)

Company
Unrestricted Funds
General Reserve
Total Unrestricted
Restricted Funds
Scholarship, bursary
and prize trust funds
Total Restricted
Endowed - Expendable
Trust funds
Total Endowment
Total Funds		 At 1st
Sept
2024
£’000
10,187
10,187
449
449
22
22
10,658		 Incoming
resources
£’000
1,856
1,856
6
6
-
-
1,862		 Resources
expended
£’000
(1,126)
(1,126)
-
-
-
-
(1,126)		 Transfers
£’000
-
-
-
-
-
-
-		 Gains/
(Losses)
£’000
14
14
23
23
1
1
38		 At 31st
August
2025
£’000
10,931
10,931
478
478
23
23
11,432

Note 24 provides more details on the funds.

27. COMMITMENTS UNDER OPERATING LEASES

The future minimum commitments under non-cancellable operating leases are:

Group
Expiry date:
Within 1 year
Between 1 and 5 years
After 5 years
Company
Expiry date:
Within 1 year
Between 1 and 5 years
After 5 years		 Land and buildings
2025
2024
£’000
£’000
136
229
253
738
0
8,022
389
8,989
2025
2024
£’000
£’000
-
-
-
-
-
-
-
-		 Other
2025
£’000
786
1,587
2
2,375
2025
£’000
-
-
-
-		 2024
£’000
1,332
1,346
26
2,704
2024
£’000
-
-
-
-

60

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

28. CAPITAL COMMITMENTS

CAPITAL COMMITMENTS
At 31stAugust 2025, the group had capital commitments as follows: 2025 2024
£’000 £’000
Expenditure contracted for but not provided in the accounts 9,513 354

29. PENSION SCHEMES

Summary

Woodard and Woodard schools have staff in a number of different pension schemes. These schemes are:

The Ardingly College Scheme – this is defined benefit scheme for non-teaching staff at Ardingly College. It is closed to new members and in December 2023 closed for the remaining active members.

Local Government Pension Schemes – there are a series of defined benefit schemes for nonteaching staff at Woodard academies. The schemes were previously for local authority and local government staff.

TPT Retirement Solutions Growth Plan – a series of defined contribution schemes for nonteaching staff which, due to previous commitments, have some elements of defined benefit for members and are thus subject to a recovery plan.

TPT Retirement Solutions Independent Schools’ Pension Scheme – a similar scheme to the growth plan described above and offered to non-teaching staff in some independent schools.

The Teachers’ Pension Scheme – a defined benefit scheme for teachers in schools. This is a multi-employer scheme which is accounted for on a contribution basis in line with accounting policy 1(i).

Defined Benefit Pension Schemes

Allocation of the Pension Deficit for the Year

Allocation of the Pension Deficit for the Year
The asset/(deficit) for the year arises from the following schemes:
Ardingly College
Woodard Academies Trust LGPS Schemes
Per Balance Sheet		 2025
£'000
-
-
-		 2024
£'000
-
(104)
(104)

These figures are stated after taking into account experience gained for inflation.

61

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Ardingly College Defined Benefit Scheme

Ardingly College (the Employer) operates a final salary pension scheme, the Ardingly College Retirement Benefits Scheme (the Scheme). The Scheme is a Registered Pension Scheme under Chapter 2 of Part IV of the Finance Act 2004. The Scheme is closed to new members and in December 2023 closed for the remaining active members.

A full FRS102 valuation was carried out for the Ardingly College Retirement Benefit Scheme as at 31[st] August 2025 by a qualified independent actuary. The assets of the scheme are held separately from those of the Employer. The major assumptions used by the actuary to value the assets and liabilities at the balance sheet date are:

bilities at the balance sheet date are:
2025 2024
Inflation assumption 2.9% 3.2%
Rate of increase in salaries n/a n/a
The assumed rate of increase to pensions in deferment 2.9% 3.2%
The assumed rate of interest to pensions in payment 2.9% 3.1%
Assumed rate used to discount scheme liabilities 5.7% 4.9%
Average life expectancy 88.4 88.2

The life expectancy shown is the average of the figures for men and women aged 45 and 65 at the effective date.

Assumptions

The assumptions have been determined as follows:

Assets and Liabilities at each year end in accordance with FRS102 were:

Total market value of assets
Restriction on asset balance
Present value of liabilities
Surplus/(Deficit)		 2025
£’000
3,099
(1,210)
(1,889)
-		 2024
£’000
3,254
(1,123)
(2,131)
-

62

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Ardingly College Defined Benefit Scheme (Continued)

Analysis of amount recognised in Statement of Financial Activities

2025
£’000
Current service cost
-
Net interest on defined benefit liability
(57)
Expenses paid from the scheme
8
Total Cost
(49)
Analysis of amount recognised in other comprehensive income:
2025
£’000
Actual return on assets
(129)
Return on assets included in net interest
(159)
Asset (loss)
(288)
Liability experience gain
19
Change of assumptions gain
215
Restriction on asset balance
(1,210)
Remeasurement (loss)/gain in comprehensive income
(1,264)		 2024
£’000
6
(42)
29
(7)
2024
£’000
204
(158)
46
188
(7)
(1,123)
(896)

Analysis of amount recognised in other comprehensive income:

Changes in the present value of the defined benefit liabilities are:

Opening value of liabilities
Interest cost
Service cost (including member contributions)
Experience (gain)
Change of assumptions (gain)
Benefits paid
Closing value of liabilities
Changes in the fair value of the assets are as follows:
Opening value of assets
Expected return
Asset gain
Contributions by employer
Contributions by members
Benefits paid
Expenses paid from the scheme
Restriction on asset balance
Closing value of assets		 2025
£’000
2,131
102
-
(19)
(215)
(110)
1,889
2025
£’000
3,254
159
(288)
92
-
(110)
(8)
3,099
(1,210)
1,889		 2024
£’000
2,351
116
7
(188)
7
(162)
2,131
2024
£’000
3,142
158
46
98
1
(162)
(29)
3,254
(1,123)
2,131

Changes in the fair value of the assets are as follows:

Due to the scheme having a year-end net asset balance of £1,210,000, this has been restricted.

63

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Ardingly College Defined Benefit Scheme (Continued)

The total value of the assets is divided between the main asset classes as follows:

Equities
Gilts
Bonds
Property
Cash
Annuities
Total		 At 31st Aug
2025
30.5%
8.3%
34.4%
9.0%
10.1%
7.7%
100%		 At 31stAug
2024
31.3%
9.6%
39.1%
3.7%
7.9%
8.4%
100%

Amounts for the current and previous four periods (in thousands):

2025 2024 2023 2022 2021
£’000 £’000 £’000 £’000 £’000
Present value of liabilities (1,889) (2,131) (2,351) (2,911) (4,599)
Total market value of assets 3,099 3,254 3,142 3.194 3,327
Restriction applied to asset balance (1,210) (1,123) (791) (283) -
in accounts
(Deficit) / Asset - - - - (1,272)
Experience gain /(loss) on assets (288) 46 (172) (183) 31
Experience gain/(loss) on liabilities 19 188 161 117 124

The actual return on assets over the period was a loss of £155,000 (2024: gain of £112,000).

The total actuarial gain for the period (being the sum of the liability experience gain/loss, the change of assumptions gain/loss and the asset gain/loss) was a gain of approximately £54,000 (2024: gain of approximately £227,000). A restriction of £1,210,000 has been applied to this gain so that the overall impact is to not recognise the asset.

Ardingly College expects to contribute a minimum of £92,520 to the scheme in the year from the end of the period towards the deficit.

Local Government Pension Schemes (LPGS)

The LGPS is a funded defined benefit pension scheme, with the assets held in separate trusteeadministered funds. The total contribution made for the year ended 31 August 2025 was £3,167,000 (2024: £2,635,000), of which employer’s contributions totalled £2,385,000 (2024: £2,035,000) and employees’ contributions totalled £782,000 (2024: £600,000). The agreed contribution rates for future years is 21.8% to 32.6% for employers, with employee rates banded according to salary.

Parliament has agreed, at the request of the Secretary of State for Education, to a guarantee that, in the event of academy trust closure, outstanding Local Government Pension Scheme liabilities would be met by the Department for Education. The guarantee came into force on 18th July 2013 and on 21[st] July 2022, the Department for Education reaffirmed its commitment to the guarantee, with a parliamentary minute published on GOV.UK.

64

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Local Government Pension Scheme (Continued)

Principal actuarial assumptions

The following information is based on a full actuarial valuation of the fund at 31[st] March 2021, updated to 31[st] August 2025 by a qualified independent actuary

2025 2024
£'000 £'000
Rate of increase in salaries 3.15% -
3.20-4.20% 4.15%
Rate of increase for pensions in payment/inflation 2.50-2.70% 2.5% - 2.8%
Discount rate for scheme liabilities 5.05-6.10% 4.9%-5.05%

Mortality assumptions

The current mortality assumptions include sufficient allowance for future improvements in mortality rates. The assumed life expectations on retirement age 65 are:

Retiring today
Males
Females
Retiring in 20 years
Males
Females		 At 31st August
At 31stAugust
2025
2024
20.3-21.9
20.1 – 21.6 years
23.2-24.4
23.2 – 24.1 years
20.6-23.1
20.4 – 22.8 years
24.7-25.9
24.6– 25.9 years

Approximate monetary increase/(decrease) to the obligation as a result of the following changes in assumptions at 31 August 2025 are set out below:

Discount rate +0.1%
Discount rate -0.1%
Mortality assumption – 1 year increase
Mortality assumption – 1 year decrease
CPI rate +0.1%
CPI rate -0.1%
e trust’s share of the assets in the scheme
Equities
Bonds
Property
Cash
Other assets
Total market value of assets		 At
31st August
2025
£'000
(300)
309
370
(360)
304
(295)
2025
2024
£'000
£'000
24,506
22,017
12,032
11,061
4,877
4,075
862
741
1,966
1,666
44,243
39,560		 At
31st August
2025
£'000
(300)
309
370
(360)
304
(295)
2025
2024
£'000
£'000
24,506
22,017
12,032
11,061
4,877
4,075
862
741
1,966
1,666
44,243
39,560
39,560

The trust’s share of the assets in the scheme

The actual return on scheme assets was £2,313k (2024: £3,786k).

65

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Local Government Pension Scheme (Continued)

Amounts recognised in the Statement of Financial Activities

Current service cost
Net interest cost
Administration expenses
Total operating charge		 2025
£'000
2,020
(471)
4
1,553		 2024
£'000
1,742
(360)
4
1,386

Changes in the present value of defined benefit obligations were as follows:

At 1stSeptember 2024
Current service cost
Interest cost
Employee contributions
Actuarial loss
Benefits paid
At 31stAugust 2025		 2025
£'000
32,581
2,020
1,655
782
(6,705)
(793)
29,540

Changes in the fair value of the academy’s share of scheme assets:

At 1stSeptember 2024
Interest income
Employee contributions
Employer contributions
Remeasurement (losses)/gains on assets
Administration expenses
Benefits paid
At 31stAugust 2025		 2025
£'000
39,560
2,126
782
2,385
187
(4)
(793)
44,243

The net asset of £14,703,000 (2024: £6,979,000) has not been recognised in accordance with FRS102 paragraph 28.22. The movement in asset value restricted is included in the actuarial gain in the Statement of Financial Activities.

Actuarial gain
Net actuarial gain
Movement in restriction of net asset		 2025
£'000
6,892
(7,620)
(728)		 2024
£'000
1,747
(1,881)
(134)

66

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

TPT Retirement Solutions Growth Plan and TPT Retirement Solutions Independent Schools’ Pension Plan

Woodard and Woodard schools participate in the TPT Retirement Solutions Growth Plan and the TPT Retirement Solutions Independent Schools’ Pension Scheme, which are multi-employer schemes providing benefits to some 638 non-associated participating employers. The schemes are defined benefit schemes in the UK. It is not possible for Woodard or Woodard schools to obtain sufficient information to enable them to account for the schemes as defined benefit schemes. Therefore, they account for them as defined contribution schemes.

The schemes are subject to the funding legislation outlined in the Pensions Act 2004 which came into force on 30[th] December 2005. This, together with documents issued by the Pensions Regulator and Technical Actuarial Standards issued by the Financial Reporting Council, set out the framework for funding defined benefit occupational pension schemes in the UK.

The schemes are classified as 'last-man standing arrangements'. Therefore, Woodard and Woodard schools are potentially liable for other participating employers' obligations if those employers are unable to meet their share of scheme deficits following withdrawal from the scheme. Participating employers are legally required to meet their share of the scheme deficits on an annuity purchase basis on withdrawal from the scheme.

Summary of provision for pension deficit recovery plan

TPT Retirement Solutions Growth Plan
TPT Retirement Solutions Independent
Schools Pension Scheme		 Group
2025
£’000
75
78
153		 2024
£’000
47
54
101		 Company
2025
£’000
-
-
-		 2024
£’000
-
-
-

TPT Retirement Solutions Growth Plan - Deficit Contributions

A full actuarial valuation for the scheme was carried out at 30 September 2023. This valuation showed assets of £514.9m, liabilities of £531.0m and a deficit of £16.1m. To eliminate this funding shortfall, the Trustee has asked the participating employers to pay additional contributions to the scheme as follows:

From 1 April 2025 to 31 January 2028: £2.1m per annum (payable monthly)

Unless a concession has been agreed with the Trustee the term to 31 March 2028 applies.

Note that the scheme’s previous valuation was carried out with an effective date of 30 September 2020. This valuation showed assets of £800.3m, liabilities of £831.9m and a deficit of £31.6m. To eliminate this funding shortfall, the Trustee asked the participating employers to pay additional contributions to the scheme as follows:

From 1 April 2022 to 31 January 2025: £3.3 m per annum (payable monthly)

The recovery plan contributions are allocated to each participating employer in line with their estimated share of the Series 1 and Series 2 scheme liabilities.

67

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Where the scheme is in deficit and where the company has agreed to a deficit funding arrangement the company recognises a liability for this obligation. The amount recognised is the net present value of the deficit reduction contributions payable under the agreement that relates to the deficit. The present value is calculated using the discount rate detailed in these disclosures. The unwinding of the discount rate is recognised as a finance cost.

Present Values of Provision
Present value of provision
Reconciliation of opening and closing provisions
Provision at 1stSeptember
Unwinding of the discount factor
Deficit contribution paid
Remeasurements - impact of any change in assumptions
Remeasurements - amendments to the contribution schedule
Provision at 31st August
Income and expenditure impact
Interest expense
Unwinding of the discount factor
Remeasurements - impact of any change in assumptions
Remeasurements - amendments to the contribution schedule
Assumptions
2025
% per
annum
Rate of discount
4.37		 2025
£’000
75
2025
£’000
47
-
(39)
1
66
75
2025
£’000
1
66
2024
% per
annum
5.13		 2024
£’000
47
2024
£’000
121
2
(76)
-
-
47
2024
£’000
1
2
-
-
2023
% per
annum
6.04

The discount rates shown above are the equivalent single discount rates which, when used to discount the future recovery plan contributions due, would give the same results as using a full AA corporate bond yield curve to discount the same recovery plan contributions.

Deficit Contributions Schedule

The following schedule shows the deficit contributions agreed between Woodard and Woodard schools, and the scheme, at each year end period:

2025 2024
£’000 £’000
Year 1 40 51
Year 2 23 3
Year 3 13 -

68

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

The company must recognise a liability measured as the present value of the contributions payable that arise from the deficit recovery agreement and the resulting expense in the income and expenditure account i.e. the unwinding of the discount rate as a finance cost in the period in which it arises.

It is these contributions that have been used to derive the company's balance sheet liability.

TPT Retirement Solutions Independent Schools’ Pension Scheme - Deficit Contributions

A full actuarial valuation for the scheme was carried out with an effective date of 30 September 2023. This actuarial valuation was certified on 11[th] December 2024 and showed assets of £99.2m, liabilities of £151.5m and a deficit of £52.3m. To eliminate this funding shortfall, the trustees and the participating employers have agreed that additional contributions will be paid, in combination from all employers, to the scheme as follows:

Deficit Contributions

£6.0m per annum (payable monthly and From 1[st] September 2025 to 31[st] January 2034 increasing by 3% on each 1[st] September)

Note that the scheme’s previous valuation was carried out with an effective date of 30 September 2020. This valuation showed assets of £201.1m, liabilities of £256.3m and a deficit of £55.2m. To eliminate this funding shortfall, the Trustee has asked the participating employers to pay additional contributions to the scheme as follows:

£2.7m per annum (payable monthly and From 1[st] September 2022 to 30[th] June 2032 increasing by 3% on each 1[st] September)

The recovery plan contributions are allocated to each participating employer in line with their estimated share of the scheme liabilities.

Where the scheme is in deficit and where the company has agreed to a deficit funding arrangement the company recognises a liability for this obligation. The amount recognised is the net present value of the deficit reduction contributions payable under the agreement that relates to the deficit. The present value is calculated using the discount rate detailed in these disclosures. The unwinding of the discount rate is recognised as a finance cost.

Present Values of Provision
Present value of provision
Reconciliation of opening and closing provisions
Provision at 1stSeptember
Unwinding of the discount factor
Deficit contribution paid
Remeasurements - impact of any change in assumptions
Remeasurements - amendments to the contribution schedule
Provision at 31st August		 2025
£’000
78
2025
£
54
1
(2)
-
25
78		 2024
£’000
54
2024
£
56
3
(7)
2
-
54

69

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

ENSION SCHEMES(Continued)
Income and expenditure impact 2025 2024
£ £
Interest expense 1 3
Unwinding of the discount factor 1 3
Remeasurements - impact of any change in assumptions - 2
Remeasurements - amendments to the contribution schedule 25 -
Contributions paid in respect of future service * - -
Costs recognised in income and expenditure account - -
Assumptions 2025 2024 2023
% per % per % per
annum annum annum
Rate of discount 4.79 4.68 5.79

The discount rates shown above are the equivalent single discount rates which, when used to discount the future recovery plan contributions due, would give the same results as using a full AA corporate bond yield curve to discount the same recovery plan contributions.

Deficit Contributions Schedule

The following schedule shows the deficit contributions agreed between the school company and the scheme at each year end period:

2025 2024 2023
£’000 £’000 £’000
Year 1 5 7 7
Year 2 5 8 7
Year 3 6 8 8
Year 4 6 8 8
Year 5 6 8 8
Year 6 6 9 8
Year 7 6 9 9
Year 8 7 8 9
Year 9 3 - 8

The company must recognise a liability measured as the present value of the contributions payable that arise from the deficit recovery agreement and the resulting expense in the income and expenditure account i.e. the unwinding of the discount rate as a finance cost in the period in which it arises.

It is these contributions that have been used to derive the company's balance sheet liability.

See note 35 for further details.

70

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

29. PENSION SCHEMES (Continued)

Teachers’ Pension Scheme

Woodard schools and academies participate in the Teachers' Pension Scheme ("the TPS"), for teaching staff. This is a multi-employer defined benefits pension scheme and it is not possible or appropriate to consistently identify the liabilities of the TPS which are attributable to Woodard schools and academies. As required by Section 28.11 of FRS102, the scheme is accounted for as if it were a defined contribution 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[st] March 2020 and the Valuation Report was published in October 2023. The Valuation Report shows notional assets of £222.2bn and liabilities of £262bn, 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%.

30. RECONCILIATION OF NET INCOMING RESOURCES TO NET CASH INFLOW FROM OPERATIONS

Net movement in funds for the period (as per the
Statement of Financial Activities)
Adjustments for:
Depreciation charges
(Gain) on investments
Dividends, interest, and rents from investments
Financing costs
(Gain) on the sale of fixed assets
Fees in advance – payment of fees
Assets acquired in merger
(Increase)/decrease in stocks
(Increase)/decrease in debtors
Increase in creditors
Net cash provided by operating activities		 2025
£’000
25,820
12,795
(1,517)
(3,865)
3,436
(6,557)
(28,764)
(9,212)
(31)
(20,036)
13,858
(14,073)		 2024
£’000
7,694
11,656
(1,539)
(2,432)
3,401
(19)
(3,131)
-
134
147
3,508
19,419

31. ANALYSIS OF CASH AND CASH EQUIVALENTS

Cash in hand and at bank
Overdraft facilities repayable on demand		 At 31st Aug
2025
£’000
75,036
(1,731)
73,305		 At 31stAug
2024
£’000
96,936
(904)
96,032

71

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

32. ANALYSIS OF CHANGES IN NET DEBT

Cash and cash equivalents
Cash
Bank overdraft facility
repayable on demand
Borrowings
Bank loans falling due within
one year
Bank loans falling due after
more than one year
Finance lease obligations
Total		 At 1stSept
2024
£’000
96,936
(904)
96,032
(3,906)
(24,842)
(599)
(29,347)
66,685		 Cash flows
£’000
(21,900)
(827)
(22,727)
(57)
2,402
(483)
1,862
(20,865)		 Other non-
cash
changes
£’000
-
-
-
(331)
284
-
(47)
(47)		 At 31st
Aug 2025
£’000
75,036
(1,731)
73,305
(4,294)
(22,156)
(1,082)
(27,532)
45,773

72

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

33. CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES – Comparative figures by fund type

Year Ended 31st August 2024
Income and endowments
from Charitable activities
School fees receivable
Funding for academies
educational operations
Ancillary trading income
Other trading activities
Non-ancillary trading income
Investments
Investment income
Bank and other interest
Voluntary sources
Grants and donations
Other incoming resources
Total Incoming Resources
Expenditure on:
Raising funds
Non ancillary trading
Other income generating
activities
Financing costs
Investment management
Fundraising and development
Total Deductible Costs
Charitable activities
Education and grant making
Total expenditure
Net gains on investment assets
Net income/(expenditure)
Transfers between funds
Other recognised gains
Pension scheme actuarial
gains/(losses)
Net movement in funds for
the year
Fund balances at 1stSeptember
Fund Balances as at 31st
August		 Unrestricted
£’000
179,991
2,240
11,047
9,922
368
1,753
832
511
206,664
6,263
1,166
3,401
25
964
11,819
189,100
200,919
889
6,634
(7)
(4)
6,623
155,989
162,612		 Restricted
£’000
(705)
49,246
49
-
59
171
3,152
-
51,972
-
-
-
1
-
1
51,445
51,446
244
770
13
(134)
649
99,712
100,361		 Endowed
£’000
(45)
-
-
-
23
58
-
-
36
-
-
-
3
-
3
11
14
406
428
(6)
-
422
3,852
4,274		 Total
£’000
179,241
51,486
11,096
9,922
450
1,982
3,984
511
258,672
6,263
1,166
3,401
29
964
11,823
240,556
252,379
1,539
7,832
-
(138)
7,694
259,553
267,247

73

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

34. CONTINGENT ASSET

Woodard Schools (Midlands Division) Limited entered into a legal mortgage of £1.08 million with Alderley Edge School for Girls Limited in 2001. This mortgage is supported by a charge held against the assets of the school, and the amount is repayable in the event of the winding up of the school company. In March 2026 the Board of Governors of Alderley Edge School for Girls announced their intention to cease operations at the end of the 2025-26 school year.

35. CONTINGENT LIABILITIES

Pooled Banking Arrangements

Woodard and one subsidiary school company are parties to an unlimited all moneys guarantee and an omnibus letter of set-off covering all monies due both present and future from Woodard and the subsidiary. Under the terms of the facility, all accounts must stay in credit with any overdrawn sums drawn from fellow companies as part of the guarantee. All accounts are in credit at 31[st] August 2025.

TPT Retirement Solutions - The Growth Plan (the Growth Plan)

When an employer withdraws from a multi-employer defined benefit pension scheme which is in deficit, the employer is required by law to pay its share of the deficit, calculated on a statutory basis (known as the buy-out basis). Due to a change in the definition of money purchase contained in the Pensions Act 2011 the calculation basis that applies to the Growth Plan will be amended to include Series 3 liabilities in the calculation of an employer’s debt on withdrawal.

Group

Participating schools and Woodard itself have been notified by the Pensions Trust of the estimated employer debt on withdrawal from the Growth Plan, as outlined in note 29, based on the financial position of the Growth Plan as at 30[th] September 2020. The estimated employer debt on withdrawal for the group at 31[st] August was £0.5 million (2024: £1.1 million).

TPT Retirement Solutions – Independent Schools’ Pension Scheme (the Plan)

The participating schools have been notified by The Pensions Trust of the estimated employer debt on withdrawal from the Plan based on the financial position of the Plan as at 30[th] September 2020. The estimated employer debt for the schools at 31[st] August 2025 was £232,025 (2024: £233,552).

36. RELATED PARTIES

Woodard holds directly or indirectly 100% of the share capital of the companies and unincorporated charities listed in note 15. An amount of £1,295,000, (2024: £1,193,000) was paid during the year to Woodard by way of a levy to meet the running costs. An amount of £68,000 was outstanding at the year-end (2024: £nil).

An honorarium of £7,140 (2024: £6,333) was paid to the President during the year for his services to Woodard. The Executive Chair was paid emoluments totalling £69,797 (2024: nil) for her services to Woodard in the year. There were no amounts outstanding at the year-end (2024: nil).

74

Docusign Envelope ID: 1FF28096-8250-8C28-80C9-16EA7E8D6255

THE WOODARD CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31[st] AUGUST 2025

37. ACCOUNTING ESTIMATES AND JUDGEMENTS

In preparing the financial statements, the directors are required to make estimates and judgements. The matters detailed below are considered to be the most important in understanding the judgements that are involved in preparing the financial statements and the uncertainties that could impact the amounts reported in the results of operations, financial position and cashflows. Accounting policies are shown at note 1 to the financial statements.

Pension scheme deficit reduction payments

As explained at note 29, there is a deficit reduction plan in place in respect of Woodard and Woodard schools’ membership of the TPT Retirement Solutions - The Growth Plan (the Growth Plan) and TPT Retirement Solutions - Independent Schools Pension Scheme. FRS 102 requires a liability to be recognised in respect of the present value of future contributions payable under the terms of the deficit recovery plan. The incorporation of this liability in the financial statements involves the exercise of judgement in a number of areas, including the selection of an appropriate discount rate.

Pension scheme contingent liability

As explained at note 35, there is a contingent liability in the event that Woodard and Woodard schools were to withdraw their membership of the Pension Trust’s Growth Plan or the Independent Schools Pension Scheme. The independent qualified actuaries advising the Pensions Trust in respect of the contingent withdrawal liability exercise significant judgement in determining the amount of that liability. Judgement is exercised in a number of areas, including future changes in salaries and inflation, mortality rates and the selection of appropriate discount rates.

Provision for bad debts

Debts are provided for if not recovered within one term. Estimating amounts to provide against recovery of debts is a matter of judgement.

Depreciation, impairment and residual values of fixed assets

Woodard and Woodard schools exercise judgement in estimating the residual values of fixed assets, the selection of appropriate rates for depreciation, and for matters of impairment.

38. POST BALANCE SHEET EVENTS

Woodard Schools (Midland Division) Limited is the beneficial holder of a charge over the assets of Alderley Edge School for Girls (Company Number 2659703; Charity Number 1006726). This charge arose at the formation of the Alderley Edge School and, per the accounts of the school, has a value of £1.08 million. The amount becomes payable on the winding up of the school company.

In February 2026 the Board of Governors of Alderley Edge School for Girls announced that they were proposing to close the school at the end of the 2025-26 academic year, in July 2026. Woodard Schools (Midland Division) Limited will continue to monitor events, and no changes have been made to these accounts in relation to this matter.

75