Chirlty RogtstTation No. 1103049 Company Registratlon No. 05066406 (England and Walesl ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST AUGUST 2025 ELLESMERE COLLEGE LIMITED CONTENTS Page Company infomalion Directors. report lincorporating the Strategic report) 3-14 Directors, Responsibilitses Ststement 15 Independent auditorfs report Financial statements of the company.. 16-19 Consolidated Statement of Financial Activities 20 Charity Slalement of Financial Activities 21 Consolidated and Charity Balan￿ Sheets 22 Consolidated Slalemenl of Cash Flows 23 Notes to the Financial Statements 24-44 ELLESMERE COLLEGE LIMITED COMPANY INFORMATION DIRECTORS AND ADVISORS Directors Mr C E Lillis (Chairman) Dr K E Castle Ms S M Connor 8A {Honsl PGDipBJ Mr R A K Hoppins FCA (resigned 24 March 2025} Mrs J Nieto Mr J C Pochin (resigned 6 May 20251 Mr M D T Sampson Bsc Dr Julie Scanlon Professor Anna Sutton B.Ed M.Ed (Wales) FRSA Mrs J M Trowbridge LLB JP Mr Michael A Ward BA (Honsl LL IDip} Secretary Mrs R Avery BA ACMA Charlty No. Company No. Prlntlpal Address and Registered Office 1103049 05066406 Ellesmere College Ellesmere Shropshire SY12 9AB Key Management Personn81 Head Director of Finance Deputy Head Pastoral Dlrector of Operations Deputy Head External Relations Mr5 S V Pritt-Roberts MEd NPQH Mrs R Avery BAACMA Mr R Chatterjee Msc PhD Mr M Mccarthy Bsc Iresigned 31 August 2025} Mr S B Mullock BA Auditor Moore Kingston Srnith LLP 61h Floor, 9 Appold Street London EC2A 2AP 8ankors Barelays Bank plc 68-70 High Street Rhyl. Denbighshire, LL18 1 EU Sollcltors Veale Wasbrough Vizards LLP Narrow Quay House Narrow Quay Bristol BS14QA ELLESMERE COLLEGE LIMITED COMPANY INFORMATION Browne Jacobson LLP 15th Floor, 103 Colmore Row Birmingham. B3 3AG Investment Advlsols Evetyn Partners Investment Management LLP 45 Gresham Street London EC2V 7BG Insurance Brokers Marsh Ltd 4 Milton Road Haywards Heath West Sussex RH16 1AH ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT (incorporating the Strategic Report) YEAR ENDED 31ST AUGUST2025 The d1￿clOr$ present their report and financial stslements for the year ended 31st 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. REFERENCE AND ADMINISTRA TIVE INFORMA TION The charity was formed in 2004 and is registered with the Charity Commission as charity number 1103049. The charity is a limited liability company and wholly owned subsidiary of The Woodard Corporation leharity number 10962701. The charitable company is incorporated in the United Kingdom. Directors ol the Company are also Fellows Imembersl of the Woodard Corporation and parb¢ipate in the election of its board of management and are committed lo its charitable objects. STRUCTURE, GOVERNANCE AND MANAGEMENT Governing Document The company is governed by Articles of Association as adopted by Special Resolution dated 20 March 2013. replacing those dated 4 March 2004 amended by Special Resolulionlsl dated 24 January 2006, 28 April 2009 and 23 June 2009. They permit funds lo be managed in such a manner as the directors see fil, provide(I that such powers are only exercised for the purposes of attaining the objects and in a manner which Is legally charitable. The Articles of Association forbid the distribution of any property or funds, which are lo be applied solely towards the promotion of the objects of the company. Govomlng Body The govemors are the directors and charitable trustees of the company and comprise the governing body of Ellesmere College and are elected lo hold office for five years. The school is governed by the goveming body, the operation of which is supplemented by the use of a number of committees. The 11 governing body mel three limes during the year. Recrultment and Tralnlng of Governors All governors are Feliows of the Woodard Corporation. Fellows are responsible for electing the Woodard Corporation Board. Governors are recruited on the basis of nominations from school contacts and from selection when a post becomes available. The governing body look to ensure a mix of skills and select new govemors on the basis of background. competence, specialist skills and. in the case of Fellows, Christian eommitmenl. Governors are provided with induction training by the Head and other senior College staff and a wider programme oftraining events is organised by the Woodard Corporation. The school also encourages governors to attend events run by the Asso¢iation of Governing Bodies of Independent Schools IAGBISI, and other suitable conferences. here possible the governors consider that the skills and experien￿ of the goveming body should comprise the following.. A Governor with a legal background. A Governor with a financiavaccounting background. A Governor with education experience. A Govemor with safeguarding experience. A Govemor with senior managerial or business experience. A Governor with experience of equal opporbjnities or disability needs. Al least one female Governor and at least one male Govemor. One Govemor may have one or more of these skills. ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT (incorporating the Strategic Report) YEAR ENDED 31ST AUGUST2025 Volunteers Governors are volunteers Providing their time for free lo support the governance of the school, Organisational Management The school is governed by the governing body which delegates work lo a number of committees. Membership of each committee is outlined on page 14. The directors determine the general policy of the company. The governors manage their work through a number of sub-committees.. Finance and General Purposes Committee Staffing and Personnel Committee Safeguarding and Regulatory Compliance Committee Education Committee Investment Committee The day-to-day management of the company is delegated to the Head who oversees educatK)nal, pastoral and administrative functions in consultation with the senior staff. The day-to4ay administration is undertaken within the poliC￿S and procedures approved by the governors which provide for only Significant expenditure decisions and Major capital projects to be referred to the governors for prior approval. The Head oversees the recnjitrnent of all staff. The He&1 and Director of Finance invited lo attend govemors, meetsngs. The remuneration of key management personnel is set by the goveming body, with the policy objeelive of providing appropriate incentives lo encourage enhanced performan¢e and of rewarding them fairly and responsibly for their individual Contributions lo the school's success. We aim to recruit, subject lo experience, at the lower to medium point within a band, providing scope for rewarding excellence. Delivery of the school's cttaritable vision and purpose is primarily dependent on our key management personnel and staff costs are the largest single element of our charitable expenditure. Group Structure and Relatlonshlps The school has 2 wholly owned non-charilable subsidiaries, Ellesmere College Enterprises Limited and Ellesmere College International Limited. The school has developed links with a wide range of Ofganisations lo ensure the wdest Possible access to our facilities and schooling. Through membership of the Headmasters, and Headmistresses. Conference and through netsvorking with peer groups we ensure that we are able to attain the highest standards of quality and perforrnan￿. We encourage our pupils lo develop an awareness ofthe social context of the all-round education they receive al the school and they are engaged in a number of activities to enhance their understanding. We have a thriving alumni group, The Ellesmerian Club, who are generous in supporb'ng the work of the sehool and whose support we greatly appreciate. We also cooperate with many local charities in our ongoing endeavours to widen public access to the schooling we can provide, lo oplimise the edLtcab'onal use of our cultural and sporting facilities and to awaken in our pupils. in the public interest, an awareness of the social context of the all-round edu¢ation they receive. ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT (incorporating the Strategic Report) YEAR ENDED 31ST AUGUST 2025 CHARITABLE OBJECTS, AIMS, OBJECTIVES & ACTIVITIES Charitablo Objects The charity's objects, as set out in the Articles of Associakn'on, are to promote and extend education lincluding spiritual. rnoral, social, cultural and physical education) in accordance with the doctrines and principles of the Church. The Church is defined as being the Church of England and churches in full ommunion with the See ofcanlerbury. Intended Impact Woodard schools strive for the best all round educatlon of every aspecl 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 of the Church and the nation. They are strong Christian foundations which adhere to catholic belief as found in the Church, to Christian worship focused in the Eucharist, and lo the care of each individual and the whole ￿001 community particularised In the ministry of the Chaplain. Almg Ellesmere College 1$ a boarding and day school fof pupils from the age5 of 7 to 18. 11 aims to support children in reaching their potential in all area5 of their activity al the school, and in the wider community. This may be in academic subjects but could just as easity be reffecled in success in art. drama, sport, music or dance. We produce 'well rounded, individuals who are able to make a positive contribution to soeiety. All Woodard schools aim lo provide a rounded education to help the pupils lo make their way in adult life. Primary obJectlve8 The primary objectives of Ellesmere College lo fulfil these aims are.. lo provide a stimulating learning environment in which pupils can develop their academi potential to the full.. lo provide a happy and secure pastoral environment in which pupils can learn to live together and thus foster a sense of community, respect for one other and good citizenship., to provide pupils with the opportunity lo take advantage of a breadth of co. The Group deficit before depreciation was £239,926. In January 2025 the fees were discounted by 4.17% for all pupils who were subject to VAT on fees. This led to nel fees being lower than originally budgeted but this was an anticipated reduction once this decision was made after VAT was introduced. Costs were in line with expected figures. Net current liabilities increased to £3,666,619 {2024.' £3,059,602) primarily due lo the increase overdraft at the year end. This was due lo liming of receipts for fees, which were received in September Tather than August. Long teTm liabilities decreased by £335,521 to £943,17512024". £1,278,696} owing lo reduction in retumable deposits due and the term remaining on the loan. The College is supported by our subsidiary companies. Ellesmere College Enterprises {ECEI and Ellesmere College International IECII. Our trading company, ECE, continues lo hi￿ out El￿smere College facilities as well as undertaking commercial aelivity on behalf of the school. ECE'S surplus was £18,153 12024: £64.663} for the year. In addrtion, ECI ¢ontributed a surplus of £262,297 12024: £294,841> Reserves Lovel and Pollcy, and Flnan¢ial Viability It has been the school's policy to utilise funds lo ensure that high quality up-lo-date facilities are provided for the benefit of pupils. The aim is to budget so as to provide sufficient working capital lo meet the present needs and future development requirements of the school wrthout the requirement lo have recourse lo sales oftangible fixed assets, or use ofthe school's readily realisable Investments lo support unrestricted funds. Unrestricted funds decreased by £599,881 to total £3,276,34012024'. £3,876,221). Ellesmere College plans to fund longer tem Capital expenditure and meet long term liabilities through carefvl management of resources and investments and through building reserves through operations and trading. In common with most independent schools. which tend to fund their own capital investment plans. free reserves are al a negative balance illuslraling the extent of the investment in our school. The group's total capital and reserves of £3,315,157 {2024. £3.908.0321 al the year*nd included £38,71712024. £31,711 of restricted funds. Tangible assets held for charity use tolalled £7,417,310 (2024". £7,770,259), leaving a deficit on free reserves of £4.Om12024.. £3.8ml at the year-end. The school's financial viability does not depend on income reserves bul in ils ability lo continue lo meet its obligations an annual basis. and on the substantial portfolio of fixed assets held for operational use. The school does not have. and cannot rely on, permanent endowments. ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT (incorporating the Strategic Report) YEAR ENDED 31ST AUGUST2025 PRINCIPAL RISKS AND UNCERTAINTIES The governors consider the economic turbulence of reeenl years and the ability of parents lo afft>rd school fees across the independent sector to be the prineipal risk laced by the school. The governing body therefore decided to reduce fees by 4.17Vo in January 2025 so that parents fa￿d a 150A increase when VAT was introduced instead of 200A. In September 2025 this was removed and net fees have remained the same as September 2024 plus VAT. The independent sector is currently subject to increased political risk following Ihe introduction of VAT on school fees, and the removal of business rates relief. The introduction of VAT creates a level of uncertainty in business planning for all independent schools Planning future income based on pupil numbers has become more difficult owing to an increased level of uncertainty in demand. The full effect will not be known until levels of demand settle down, schools adapt and parents become more secure in their finances. This is unlikely to happen for a number of pupil recruitment cycles. Health and safety is always a significant area for risk management. The risks range from fire and damage to infraslruclure, to personal risks Imosl notably when away from the campus on trips and expeditions). The level and breadth of activity al the school is impressive and the risks as50ciate¢J with all activities are minimised through planning and risk assessment. The principal risks to which the school is exposed include those affe¢ling protection of pupils and security and preservation of charitable assets both now and in the future. Significant risk areas.. the govemors consider possible catastrophic events and ensure that the school has a plan in place lo allow education to continue in a range of different scenarios the market in which the sehool operates is highly competitive and we monitor developments in edu¢ation lo ensure that pupils aKvays receive a first class. holistic and varied educational experience in our school we strive to ensure that all staff are able to work in a safe and supportNe environment and policies. procedures and training in Human Resouree management and Health and Safety help to ensure that the school meets expectations the school opeffttes In a highly regulated sector, including in matters of child protection. and we appoint appropriate professional advisers to ensure that we can keep up to dale with all requirements.. school or individual membership of bodies being the constituent associations of the Independent Schools Council also ensure that we have access to up-to-date information and support the School operates in an Increasingly lrtigious environment, and we appoint appropriate professional advisers and purchase Insurance using specialist brokers and advisers to ensure that we can keep up to dale wrth all requirements and meet all challenges all organisalions face difficult economic conditions, particularly in relation to the impact of inflabon, and directors and senior managers in the school keep abreast of economic eonditions localty, national￿ and inlernalionally to identify trends and develop plans to address issues The key controls used by the school include.. fofmal agendas 2nd minutes for all meetings of the goveming body and committees comprehensive strategic planning, financial forecasting, budgeting and management accounting established and identifiable organisational StrU￿ureS and reporting lines which are ￿gUlar reviewed comprehensive formal written policies clear aulhorisats'on limits and purchase control systems vetting procedures. as required by law, for protection of the vulnerable 12 ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT (incorporating the Strategic Report) YEAR ENDED 31ST AUGUST 2025 Financial rlsk management objectives and policies The school uses financial instruments, other than derivatives. comprising loans, cash and other liquid resources and various other items such as trade debtois and creditors that arise directly from operations. The main purpose of these financial instruments is to raise finan￿ for the group's opeiations. The main issues arising from the group's financial instruments are liquidity risk and interest rate risk. The school's directors adopt policies for managing each of the risks and these are summarised below-. Liquidity risk- the school seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs by negolialing adequate facilities from its bank. Interest rate risk- the school finances operatsons through a mixtUTe of retained surpluses and bank borrowings. These are open to fluclualions in Inte￿$1 rates. Going Concem Having considered all factors and after reviewing the available evidence, the directors have a reasonable expectation that the group will be able to eontinue operating for the foreseeable future and the financial statements have been prepared on 8 going concern basis. A thorough review of c051 structure has been undertaken by the Govemors and Senior Management Team and the results of this are still ongoing. Budgets and cashflow forecasts have been prepared lo December 2026 which show that the Group can operate within the limit of the agreed overdraft facility. Cash is managed on a group basis and Barclays have fomially expressed their conts'nued support. Details relating lo the adoption of the going concern basis can be found in the accounting policy 1 b. FUTURE PLANS The key objectives are= To review curriculum provision in line wrth national Changes and to meet the needs of our market. To manage the staffing al all times so that we deliver the best possible education as well as accommodation. wetfare and administration. To maximise the income from the use of the College's facilities and develop new streams from overseas. To idenlfy opportunities for energy consumption reduction. Having achieved accreditation as a High Perfoman¢e Learning Wortd Class School to build on the programme to ensure that every pupil reaches his or her full academic potential. To maintsin Artsmark Platinum status and lo continue to develop as an arts hub for the region. There are ambitious plans for renovation of a building at the College to provide improved music teaehing facilities. To eonlinue to develop our sports provision, including sports academies and opportunities for young people at all levels of sport. ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT lincorporating the Strategic Report) YEAR ENDED 31ST AUGUST2025 DIRECTORS The directors who served during the year, and the committees of which they are members, are.. C E Lillis (Chairman) Finance and General Purpose$ Investment Safeguarding. Regulatory Compliance Education Finance and General Purposes Investment (Full Council) Finance and General Purposes Regulatory Compliance Education, Regulatory Compliance Finanee and General Purposes Education Education Finan￿ and General Purposes K E Caslle S M Connor R A K Hoppins J Nieto J C Pochin M D T Sampson J Scanlon A Sutton J M Trowbrid9e MAWard None of the directors has any beneficial interest in the ￿Mpany. Ellesmere College buys trustees and officers insurance on behalf of the directors. AUDITORS Moore Kingston Smith LLP, having expressed their willingness lo continue in office, will be deemed reappointed for the next financial year in accordance with section 487121 of the Companies Act 2006 unless the company receives noti￿ under sects'on 488111 of the Companies Act 20C6. 14 ELLESMERE COLLEGE LIMITED DIRECTORS, REPORT {incorporating the Strategic Report) YEAR ENDED 31ST AUGUST 2025 DIRECTORS, RESPONSIBILITIES STATEMENT The directors are responsible for preparing the directors, report, incorp)rating the strategic report and the financial ststements in accordance with applicable law and regulations. Company law requires the directors to prepare company and group financial statements for each financial year. Under that law the directors have elected to prepare the financial slalements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accountsng Standards and applicable lawl. 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 slate of affairs of the company 8nd the group and of the income and expenditure of the company and group for that period. In preparing each of the group and company financial ststements, the directors are required lo.. select suitable accounting polpcies and then apply them consislently-, observe the methods and principles in the Charities SORP IFRS 1021., make judgements and accounting estimates that are reasonable and prudent., prepare the financial ststements on the going concern basis unles5 11 is Inappropriate to presume that the group and the company will continue in business. The directors are responsible for maintaining proper accounting re¢ords that are sufficient lo show and explain the group's and company's transactions and disclose with reasonable accuracy at any lime the financial position of the group and company and enable them lo ensure that the financial slalements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detecb'on of fraud and other irregularities. The directors ¢onfimi that.. so far as each director is aware, thele is no relevant audit infomalion of which the charitable company's auditor is unaware., and the directors have tsken all the steps that they ought to have taken as directors in order lo make themselves aware of any relevant audit information and to establish that the charitable company's auditor is aware of that infomalion. The directors are responsible for the Maintenan￿ and integrity of the corporate and financial information included on the charitable company'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 Ellesmere College on including, in Iheir capacity as company directors, approving the Directors, and Strategic Reports contsined therein. and signed on ils behalf by". Iq IiilioLS Mr C E Lillis Chairman ELLESMERE COLLEGE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELLESMERE COLLEGE LIMITED YEAR ENDED 31ST AUGUST 2025 Opinion We have audited the financial statements of Ellesmere College Limited (the 'parenl charitable company'l and its subsidiaries Ilhe 'group'i for the year ended 31 Augu512025 which comprise the Consolidated Statement of Financial Activities, the consolidated and Parent Charitable Company Balance Sheets, the Consolidated Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial repo￿.ng 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, IUnit8d Kingdom Generally Accepted Accounting Pra¢licel. In our opinion the financial stslements.. give a true and fair view ol the slate of the gioups and the parent charitable company's affairs as at 31 August 2025 and of the group'5 in￿ming resources and application of resources, including its income and expenditure, for the year then ended". have been properly prepared in accordance with United Kingdom Generally Accepted Accountin9 Practice., and have been prepared in accordance with the requirements of the Companies Act 2006 and the Charities Act 2011. Basis for opinion We conducted our audit in accordanc8 with Intemalion81 Standards on Auditing IUKI {ISA$ IUKII and applicable law. Our responsibilities under those standards are further described in the Auditorfs Responsibilities for the audit of the finan¢ial slalements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'S Ethical Stsndard, 2nd we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficionl and appropriate to provide a basis for our opinion. Conclusions relating to going concem In auditing the financial statements, we have concluded that the Directors. use of the going concern basis of accounting in the preparats.on of the financial statements is appropriate. Based on the work we have performed, we have not identified any rnaler¢al uncertainties relating to events or conditions that, individually or collectively, may cast significant doubl on the group's and parent charitable company's ability to continue as a going con￿rn for a period of at least ￿e1ve 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 Inforniatlon 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 olhef information contained within the annual report. Our opinion on the financial stslemenls does not cover the other information and, except to the extent otherwise explicitly ststed in our report, we do not express any fomi of assurance conclusion Ihereon. Our responsibility 1$ to read the other information and, in doing so, consider whether the other information is materially inconsislenl 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 misslatemenls, we are required to determine whether there is a material misstaternent in the financial statements themselves. If, based on the work we have perfomied, we condude that there is a material misststement of this other information. we are required lo report 16 ELLESMERE COLLEGE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELLESMERE COLLEGE LIMITED YEAR ENDED 31ST AUGUST2025 that fact. We have nothing lo report in this regard. Oplnions on other matters prescrlbed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit.. the informatson given in the Directors, Report for the financial year for which the financial statements are prepared is consistent with the financial statements,. and Directors, Report has been prepared in accordance with applicable legal requirements. Matters on whlch we are required to roport by exceptlon In the light of the knciwledge and understanding of the group and parent charitable company and their environment obtained in the course of the audit, we have not identsfied material misstatements in the Di￿torS, Report. We have nothing to report in respect of the following matters where the Companies Act 2006 and the Charities Act 2011 require us to report to you if, in our opinion.. the parent charitable company has not kept adequate and sufficient accounting records, or turns adequate for our audit have not been received from branches not visited by us., or the parent charitable company's financial statements are not in ag￿ement with the accounting records and returns,. or certain disclosuies of Directors, remuneration specified by law are not made., or we have not ￿ceIVed all the information and explanations we require for our audit., or Responslbllitles of dlrectors As explained more fully in the Directors, responsibilities statement set out on page 15, the trustees (who are also the directors of the charitable company for the purposes of company lawl 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 lo fraud or error. In preparing the financi81 statements, the Directors are responsible for assessing the group and parent charitable company's ability to continue as a going concern, disclosing, as applicable, matters related lo 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 realists'c alternative bul to do so. Auditor's Re$ponslbllltle$ for thg audlt of the flnanclal statements We have been appointed as auditor under the Companies Act 2006 and Secllon 151 of the Charities Act 2011 and report in accordance with those Acts. 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 lo issue an auditoff 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 IUKI will always detect a material misslalementwhen il exists. Misstaternenls can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected lo Influence the e￿nOmiC decisions of users taken on the basis of these finan¢ial statements. 17 ELLESMERE COLLEGE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ELLESMERE COLLEGE LIMITED YEAR ENDED 31ST AUGUST 2025 As part of an audit in accordance wrth ISAS IUKI we exercise professional judgement and maintain professional s¢epb'cism throughout the audit. We also.. Identify and assess the risks of material misstatement of the financial slalemenls, whether due lo fraLtd or error, design and perform audit procedures responsive to those risks, and obtsin audrt evidence that is sUffiC￿nI and appropriate lo provide a basis for our opinion. The risk of not dete¢ling a material misslaternenl resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions. misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit pro*duros that are appropriate in the circumstances. but not for the purposes ol expressing an opinion on the effectiveness of the group and parent charitable company's internal control. Evaluate the appropriateness of accounting poI￿leS used and the reasonableness of accounting estimates and related disclosures made by the trustees. Conclude on the appropriateness of the Directors, ¥Jse of the going concern basis of accounting and, based on the audit eviden￿ obtained, whether a material uncertainty exists related to events or conditions that may ¢a$t significant doubl on the group and paTenl charitable company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report lo the related disclosures in the financial statement5 or, if such disclosures are inadequate. to m¢)dify our opinion. Our conclusions are based on the audit eviden￿ obtained up lo the date of our auditor's report. However, future events or conditions may cause the group or parent charitable company to cease to continue as a going concern. Evaluate the overall presentation, strueture and conlenl of the financial statements, including the disclosures, and whelherthe financial statements represent the underlying transacts'ons and events In a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financia1 infomation of the entities or business aclivitses within the group lo express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit report. We communicate wrfth those charged with govemance regarding, among other matters, the planned scope and liming of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Explanation as to what extgnt the audlt was ¢onsidered capable of detecting irregularltios, including fraud Irregularities, including fraud, are instances of non and the functional currery is 5terfing 1£). Monetary amounts in these finance statements are roun¢Je(I to the nearest £. b} Golng Con¢¢fn The a¢counts have been prepared on a going concern basis. The Ellesmere College Board reviews the financial infomialion foi the company and the group at)d considèrs whether the group and the company are a going concem for a period of al least 12 months from the dale of approval of the accounts. Having considered all factors and reviewing the available evIde￿e. the d1￿Ct￿Ts have a reasonable expectation that the group wll be able to continue operating for the foreseeable future and the financial statements have been prepared on a going concem basis. At the balance sheet date. the Group had nel current liabilities of £3,666,61912024.. £3,059,602). The Group manages its working cap1tal requirement through an overdraft of £2m wth Barclay$ Bank plc which was increased lo £2.5m in October 2025. The College has seen a decrease in pupil numbers. However at the same lime the College has carried out an extensive review of ils cost structure. Budgets and cashflow forecasts have been prepared until December 2026 which show that the Group can operate wthin the limits of the overdraft facility. In addition. the Group disposed of its inve$tmenl portlolio in Sep16mber 2025 and is in the advanced stages of negotiating other asset sales which are expected to realise al least £620.000 thereby reducing the level of overdfaft. The Directors a￿ unaware of any other factors which woukl impact on the Charity and the group being treateil as a going con¢em. 24 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 ¢1 Group Accounts The financial statements consdidate the financial ststernents of the company, and all its subsidiary companies. charitable trusts and funds wlh all inter-company balances being eliminated. Enlilies are consolidated Whe￿ Ellesmere College exercises overall Control either through ownership of shares, or through having common Iruslees wth a common objective. Accounting policies are consistently applied between group companies. dl S¢hool F88$ RK¢lvablts and Slmllar Income Fees receivable and other educational income are accounted for in the peri¢)d In which the Se￿iCe 1$ provided. Fees receivable are stated after deducting allowances, scholarships and other remissions by the school. bul indude contributions received from restri¢led funds for scholarships, bursaries and other grants. All debts are fvlly provided for unles$ they ielale lo current pupils owing less than terms in which case a partial provision is made. 01 Anclllary and Non.Ancillary Trading Income Ancillary trading in¢ome ￿preSentS amounts from activitie$ to generate funds wthin the charitable objects for example. luilion in extra subjects and coaches lo and from school. Nori-aftcillary trading income represents amounts from activities not directly related lo the charitable objects. for example lettings of school facilities out of term time and sales from the tuck shop and vending machines. Income from these activit￿8 is recognised in the SOFA when the goods are sold or services provided. Voluntary sourcès, Grants and Donations Voluntary incoming resources are 4¢c¢unled for as and when entitlement arises, the amount can reliably be quantsfied and the economic benofit is wisidered probable. Voluntary income for general purpts5es 15 accounted for as unrestTlCted and is credited lo the General ReseNe. Where the donor or an appeal has imwsed trust law reslri¢lion5, voluntary income 1$ credited lo the relevant restricted fund and incoming endowrnents are accounted for as pemianenl trust capital or expendable trust capital. according lo whether the donor intends retention lo be permanent or not. Girts in kind are valued at estimated open market value at the dale of gift. in the case of assets for retention or consumption, or at the value to the school in case ol donated servi￿5 or facilities. gl Expendlture Expenditure is a¢¢rved as soon as there is a contractual obligation or a liabilty is considered probable, discounted lo present value for longer lemi liabilities. Expenditure is allocated to expense headings erther on a direct cost basis or apportioned according to time spent. The irrecoverable element of VAT is included with the item of expense lo which il relates. The cost of refurbishing and converting existing buildings is written-off in the year In which it is incurred except where the uselul life is extended. h) Pènslon Costs The school company participates in the Teachers. Pensions scheme, whieh is an unftsnded 90vernment scheme. The Teachers, Pensions scheme provldes benefits based en final pensionable pay. The fund5 of the scheme are separate from the company, although the company's share of the scheme cannot be identified as the scheme is a mulli-employer scheme. and so the pension Costs are accounted for as defined contribution schemes. 25 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 h) Pension Co$ts {¢ontinuedl The company offers membership of the Pensions Twsl Flexible Retirement Plan to employees other than the full and part-ts'me academic stsff. The Pensions Trust Flexible Rel1￿ment Plan is a multi- employer pension schemes where the scheme assets are pooled for Investment purposes and cannot be attributed lo individual employers. Benefits are paid from the ltstal scheme assets. 11 is in most respects a money purchase aTrangement, but has some guarantees. As a result rt is not possible or appropriate to identify the assets and liabilities of the scheme which are attributable to the company. In accordance with Financial Reporting Standard IFRS) 102 (s¢cl￿n 28) therefore, the scheme is ac¢ounted for as a defined Contribution scheme. il Tangible Flx¢d Assets and O•prKlatlon In accordance with Section 35.10 Idl of FRS102, Ellesmere College has elected lo use the carrying valije of any of the above freehold18nd and buildings previously carrfed at a valuation, as their deemed cost at the dale of transition to FRS102, 1 September 2014. Tangible fixed assets are staled at cost less depreciatson. Individual capital items, or proleets. with a value greater than £10,000 are ¢apilalised. Whwe tangible fixed assets have been a￿Uired 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 ¢￿dIted to a restricted fixed asset fund lin the slalemenl of finarKial activrties and carried fO￿ard in the balance sheell. The deprecAats'on on such assets is Charged in the statement of finan¢ial activities over the expected useful economic life of the ￿lated asset on a basis ¢onsistenl wth the depreciation policy. Depre¢sation is prowded at rates calculated lo write off the cost, less estimated residual value of each ¥S5el based on curyenl market prices, over f(s expected useful lrfe. as follows.. Freehold sand is not deprecioted Freehold Buildin9S'. variable according to the building and written off over the expe¢led useful life Isee note below} 33.33% on cost between 4% and 25% depending on expected useful life 25°/• on cost Computer equipment Plant and Equipment Motor vehi¢les The company has reviewed ils tangible assets, which comprise land, buildings and initsal fixtures and frtiings. The company undertakes an annual Teview of all buildings asses&ng their useful economic life. In some cases the useful economic life of a building is anticipated lo be of considerable length, often in excess of 100 years. The buildings are capitalised in the financial statements al historic cost and the calculated depreciation charge is charged in these accounts over the expected useful life which ranges from 10 10 250 years. The d1￿clor5 will continue lo ￿rry out annual assessments of the recoverable amount and the estimated useful life of all buildings. The review is based on the directors, assessments of the market value and the fvlure ecor￿mi¢ benefit derived from an asset versus its carrying value in the financial Statements. 26 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 11 Flnanclal Instruments ElleSMe￿ College only has financial assets and finan¢ial liabilities of a kind that qualify as ba51C financial inslrurnents. Basic financial instruments are initialjy recognised al Iran$3clion value and Subsequenlly measured al their settlement value wrth the exception of bank loans which are subsequently measured at amortised cost using the effeth've intere51 method. kl So¢urltles Investments Securities investments a￿ carried at fair value, which is deemed to be market value as at the balance sheet dale. Realised and unrealised investment gains and losses are reco9nised as 'nel gainsllltsssesl on investment asset5, in the Statement ol Financial Activities and are allocated lo the apprgpriale fund according lo the 'ownership' of the underlying assets. 11 Sto¢k$ Stocks comprise raw materials, ¢onsumable stores and goods held for resale-. they are value(l at the lower of cost and net realisab￿ value. ml Lèasing Commitmants Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged lo the SOFA on a 5traighl line basis over the lease term. Lease Incentives are a¢¢ounled for over the lease term on a slraigh14ine basis. n) Fae Dèp05its Refundable fee deposits are currently classified be￿een loThJ lemi and short temi in the financial stalemenls. These deposits are refundable in the event that the pupils leave the school on one term's notice and as such the deposit would be refunded lo the parents at that point. However, the financial statements are prePa￿d on a going concern basis and f( is assumed that the majority of children wll remain in school for their full years of educalK>n and therefore the deposit wll be refunded to them when they leave school. ol Fund Accounts Reslri¢ted fvnds are subject to specific conditions by donors as to how they may be used. The purposes and uses of the restricted funds are sel out in the notes to the financial statements. pl Taxation Ellesmere College is a registered charity and as such is exempt from tax on income and gains falling thin Part 11 of the CorpOrat￿n Tax Act 2010 or section 256 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied lo ts charitable objec15. There is no similar exemption for VAT. which is included in expenditu￿ or in the cost of assets as appropriate. The school has subsidiary companies that are subject lo taxes induding corporation tax and VAT in the same way as any commercial oryanisation. The tax chargekl to the profil and loss ac¢ounl is based on the subsidiary companies profi15 for the year and lakes into account tax arising because of timing drfferences between the treatment of certain items for tax and accounting purposes. The subsidiary companies distribute their profrts lo Ellesmere College under Gift Aid and lax liabilities are kept to a minimum. q) Cash at Bank and in Hand Cash and Cash equivalents are basi¢ financial assets an¢J include cash in hand, deposits held 81 call with bank5, Other short-term liquid investmfjnls with original maturities of 95 days or less. and bank overdrafts. Bank overdrafts are shown wthin borrowings in current liabilities. 27 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 CHARifA8LE ACTIVITIES- SCHOOL FEES RecEIVA8LE - GROUP AND CHARITY Thg S¢hool fees incorne comprf5es'. 202S 2024 Gross foès 13,083,647 14,539,096 Loss.. Total scholarships. bursaries. etc 3,623,743 9,459,904 3,779,913 10.759.183 Add back.. Scholarships. Grants etc. paid for by Resthcted Fund5 Unrestricted. 9.459.904 10,759,183 Scholarshtps. bursaries and other awards were paid to 406 pupil812024 410 pupilsl. Within this. rneans-tested burgaries totalling £457,963 were p8id io 85 pupils12024 ". £623,374 tg 107 pupilsl. CHAR￿ABLE ACTIVITIES- ANCILLARY TRADING INCOME IUNRESTRICTEOI. GROUP AND CHARITY 2025 2024 Entran￿ fees and registrats.on fees Fees in lieu of notice Extra subjects Other ancilkary educational income Pupil Bussing Activ￿"es, Clubs. Events and House itxoma 13,828 119,920 547,599 13,763 378,089 163,056 21.394 56.306 464,555 2.406 408.659 205.890 1,236,255 1,159,210 OTHER TRADING ACTNITIES IUNRESTRICTEOI 2025 2024 Non-an¢lllary tradlng I￿orn• Elle5rnere College Enterpii$es Ltd Ello¥m•re Collage Int•matlonal Ltd 269.656 590,024 859.680 341,114 409,740 750.854 12241 Interest rec8ivabl&- pupils, bills 859,e80 750,830 28 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 INVESTMENTS . INVESTMENT INCOME Lh)restricted Restricted Endowed Totsl 2025 Tot81 2024 Securltlgs In￿sIm•nI Income Dividends Fixed In￿reSt 6.866 1,341 6.111 1,555 1,341 8,207 8,207 7,666 £7,866 of incorne in 2024 was unreslricthd. VOLUNTARY SOURCES- GRANTS AND DONATIONS Unreskn¢ted Restricted Endowetj Total 2025 Totsl 2024 Donations Gift Aid frorn Ellesmere College Ent Lid Gift Aid from E118smere Col￿ge Int Ltd 7.690 16.254 18,153 262,297 56.500 64.883 294,841 18,153 262,297 289,014 7.690 296,704 416.004 £46,51XJ 012024 donalon inwrne was restrieted, wth £369,504 unrestrided. ANALYSIS OF EXPENDITURE alTotsl Expenditur•- Group Staff Costs Depretiaiion (note 91 (Mte 121 Support Cosls Total 2025 Total 2024 Co#ts of ralslng funds Non ancillary trading costs Other income genarating a¢tivitYès Finanang cost (note 81 Investment managamént FuThJra15iTrJ and develor¥Thnl 176.663 fj44.208 396,347 525,866 116,390 2.779 7,369 573,010 1,170,074 116.390 2,779 130,540 389.918 1,165,560 151.102 2,498 123.084 123.171 To¢a 944.042 1.048.751 1,992,793 1,832,162 Charftabl• Expenditure Educawon Teaching Wella Premises School administratK)n and govemance Grants, awards and prties (note 7¢) 4.724.869 781,565 932,166 414.206 388,778 739,717 1,377,639 565.342 8,087 5.113.647 1.521.282 2.862.754 979.548 8,087 s,4￿.375 1,661.947 2,931.941 1.183.335 5.591 352.949 Total 6,852,806 352,949 3,079,￿3 10.285,318 11,183.189 Total Exp•nd?d. Group 7.796,848 352.949 4,128,314 12.278.111 13,015.351 29 ELLESMERE COLLEGE LIMITED NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 AUGUST 2025 ANALYSIS OF EXPENDITURE l¢ontlnuedl blTotsl Expendknr¢. Chadty Staff Cos15 DeprecK8lbn Imte 91 Inole 121 Support Costs Tot41 2025 Total 2024 Costs of ral$ln9 lunds Non Ancillary Trading Olher incorne generating advlties Financing cost Intste 81 Investment management Fundraising and development 31,313 525,86fj 115,370 2,779 7,369 31.313 1,170,074 115.370 2.779 130.540 43.639 1.165,560 150,170 2.498 123,084 644.208 123,171 Total 767.379 682,697 1.450,076 1,484,951 Char(table Expondltur• Education Teaching Welfarè Premises School administration and goveman Grants, awards and piizgs (note 7cl 4,724,869 781,585 932,186 414,208 388.778 739.717 1,377,639 560.142 8,087 5,113,647 1,521,282 2,662,754 974,348 8.087 5.400,375 1.661.947 2.931,941 1.182.835 5,591 352,949 Tolal 6.852.806 352,949 3,074,363 10,280.118 11,182,689 Total Expendefj . Charlty 7.620,185 3S2,949 3,757,060 11.730.194 12,867,640 School Admin and Govèmance Costs include £684 from a ￿tricted fund (Pramisès Costs £79.399 in 20241 ¢1 Grnnts, award• and prlz Ellesrnère Col*e makes awards to individud farnilies to support schooling Group and Charfty 2025 2024 From Roatrfcted Funds . Bursanes and other grants and awards From unr¢8trlcte