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2025-08-31-accounts

Uppingham School Consolidated Financial Statements for the year ended 31 August 2025

Charity number: 1147280 Company number: 8013826 www.uppingham.co.uk

Index

Trustees and Ofcers 3
Advisors 3
Report of the Trustees
Directors’ Report 4-9
Strategic Report 10-18
Streamlined Energy and Carbon reporting 19-20
Report of the Auditor 21-24
Consolidated Statement of Financial Activities 25
Charity and Consolidated Balance Sheets 26
Consolidated Cash Flow Statement 27-28
Accounting Policies 29-34
Notes to the Financial Statements 35-54

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Trustees and Officers

Chairs Education F&GP International Audit Estates Investments
Chair of Trustees B M Matthews MBE BSc
Vice-Chairs S B Pearson MA (Oxon)
K J Budge MA (Oxon) PGCE
Trustees The Very Revd The Dean of Peterborough (Ex ofcio)
The Lord Lieutenant of Rutland (Ex ofcio)
K J Gaine MA (Oxon)
Professor J J A Scott BSc PhD
D L C Wallis BA (Hons) (Oxon)
C P M King MA
L J Womack BA (Hons)
A E Timpson CBE MP
C E V Colacicchi MA (Oxon)
M Fairfax
J Z Jaggs
D G Jones MA (Oxon)
A W G Poulter
N R Jackson BSc Hons MRICS
C B Lewis BA Hons
G S C Price BA Hons (appointed 22 March 2025)
A W Y To BSc MHKIS (Associate International Trustee)

Headmaster Dr R J Maloney MTheol MA PhD Bursar and Clerk to Trustees S C Taylor MA (Cantab) ACA Registered Office Uppingham School, Uppingham, Rutland LE15 9QD Company Number 8013826

Advisors

Bankers Solicitors Auditor Investment Managers

Insurance Brokers

NatWest Bank Plc, 2nd Floor, Granby Street, Leicester LE1 6EJ Farrer & Co LLP, 66 Lincoln’s Inn Fields, Holborn, London WC2A 3LH Crowe U.K. LLP, 4th Floor, St James House, St James Square, Cheltenham GL50 3PR Cazenove Capital Management Ltd, 1 London Wall Place, London Wall, Barbican, London EC2Y 5AU

Berkeley lnsurance Group, 2 Colton Square, Regent Street, Leicester LE1 1QH

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Year ended 31 August 2025 Directors’ Report

The Trustees, who are also directors, present their Annual Report for the year ended 31 August 2025 under the Charities Act 2011 and under the Companies Act 2006, including the Directors’ and Strategic Reports and the audited financial statements for the year.

Objects, aims, objectives and activities

Charìtable Objects

The objects of the Charity, as outlined in its Articles of Association, are “to advance the education of boys and girls by the provision of a boarding and/or day school or schools in or near Uppingham and by the provision of ancillary or incidental educational activities or other associated activities for the benefit of the community”.

Public Benefit Aims and Intended Impact

Within our charitable object, it is our aim to benefit the public by promoting a truly holistic education, pioneered at Uppingham in the 19th Century, where young people attain the highest academic levels balanced with an extensive co-curricular programme, which aims to develop life-long interests, promote pupils’ well-being, and cultivate a desire to contribute positively to their communities. Uppingham’s boarding model engages pupils in a broad educational programme seven days a week, and, accordingly, has an unequivocal commitment to excellence and innovation in the pastoral care of pupils.

Uppingham School is committed to benefitting the public, both through its charitable object, and in a broader context as a good neighbour and as a thriving economic entity. In the furtherance of these aims the Trustees are pursuing a Public Benefit strategy and complied with the duty under s.17 of the Charities Act 2011 to have due regard to the Charity Commission’s published general and relevant sector-specific guidance concerning the operation of the Public Benefit requirement under that Act.

Context

Uppingham’s pupils come from all over the country and abroad.

Founded in 1584 by Archdeacon Robert Johnson and raised to its present eminence in the 19th Century by the great educationalist Edward Thring, Uppingham continues to flourish today. Originally a boys’ school, girls were first accepted into the Sixth Form in 1975, and the School has been fully coeducational since 2001. High academic standards are a priority to the School and in addition there is a strong commitment to music, drama, art, design, technology, and sports. The all-round education, for which Thring made Uppingham famous, is further enhanced by pupil involvement in the ‘Upp & Out’ community service programme, the Duke of Edinburgh Award Scheme, expeditions, and many other activities.

Educational outreach and community involvement

Uppingham School sits at the heart of a small market town and is committed to advancing the educational benefit of young people across the region and actively supporting the local community. In addition to providing means-tested fee assistance for children to attend the School, the public benefits through educational outreach which includes STEM-focused enrichment projects, pupil-led tuition in Latin and Maths, providing classroom assistance, joint pedagogical projects with subject leaders in state maintained schools, leading community music programmes in primary schools, helping run extra-curricular school clubs, practice for university interviews, staging musical concerts, and supporting mental health programmes for schoolchildren in Rutland.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Directors’ Report

Uppingham engaged with the Mead Educational Trust (TMET), a group of five secondary schools in city centre Leicester. Outreach is focused on four main areas: Sport, Music, STEM and Life Skills. Led by Uppingham staff, TMET students have explored a range of STEM subjects covering the Sciences, Computing and Maths, with students developing further skills in Design and Technology through Uppingham ‘Maker Workshops’.

In Sport, the School welcomed Orchard and Castle Mead scholars for basketball, netball and sport development workshops, with cross-participation between Uppingham and TMET pupils at each session. TMET students meanwhile participated in Drama ‘Studio to Stage’ workshops. TMET have also engaged in pre-existing events, including Uppingham’s Sports conference, lunchtime concerts. and the School Orchestra Day. Outreach is developed alongside TMET’s leadership teams, to identify aspirational pathways for TMET pupils through broad access to the Uppingham community. The partnership creates a pathway for able students to engage with Uppingham and apply for fee assistance – a TMET Careers Group has been formed to support applications and develop links with Uppingham’s own careers offer.

Uppingham has launched a STEM programme with Uppingham Community College, a neighbouring 11-16 state school, to promote pathways into university and industry for young people with a STEM aptitude. A performing arts programme allows young people to be part of joint productions, access industry leaders, and chart pathways towards performing arts programmes.

Uppingham pupils engage in a range of outreach programmes, the majority of which occur during a Friday afternoon through the School’s Upp & Out programme. Pupils support elderly residents in their homes, and work with two residential care homes, Hallaton Manor and Manton Hall, and support primary school students in a range of organisations, including Red Kite and Brightways, which are special needs settings. Pupils deliver a range of programmes which they have developed, support five primary schools where pupils provide maths and reading support on site through the primary science programme. Pupils also support local charities such as LOROS and the local food bank in Rutland where they have assisted in the creation and delivery of food parcels and providing clothes and bedding to those in need. Finally, pupils are engaged in environmental initiatives where they work closely with Uppingham in Bloom as part of the community gardening programme and assist in improving waterways and land use through our partnership with the countryside conservation programme.

The School’s sporting facilities are made available to the public as well as to schools, clubs and teams in the area, and the public also enjoy access to the School’s 59 acres of playing fields. Other School facilities are made available to local societies, schools and clubs for educational purposes and performances and shows, and the Estates department gives assistance to the town of Uppingham on technical and horticultural matters. Pupils and staff from the School perform weekly lunchtime concerts in the town’s church.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Directors’ Report

Structure, Governance and Management

Governing documents

Uppingham School is a registered charity (number 1147280) and is incorporated as a company limited by guarantee (company number 08013826). The company is governed by Articles of Association. The company’s charitable objects are “to advance the education of boys and girls by the provision of a boarding and/or day school or schools in or near Uppingham and by the provision of ancillary or incidental educational activities or other associated activities for the benefit of the community”.

All the undertakings of the School were transferred across to the company upon incorporation on 1 September 2012, with the exception of endowed properties (‘specie’ land) and assets, which continue to be held in the Archdeacon Robert Johnson Trust. A ‘Uniting Order’ from the Charity Commission removes the need to prepare separate accounts for both company and trust.

Appointment and induction of Trustees

The Trustees who served during the year and since the year-end are shown on page 3. Under the Articles of Association, Trustees must not number fewer than seven nor more than twenty-one persons: two ex-officio, two appointed, and between five and seventeen co-optative Trustees. Appointed Trustees are appointed by the Hospital of St John and St Anne in Oakham, and by the Headmaster and teaching staff of the School. Co-optative Trustees are appointed by fellow Trustees exercising a majority opinion.

Trustees are recruited as much as possible to represent a cross-section of skills and experience considered most useful in addressing the issues facing the School. The Chairs’ Committee, acting as nominations committee, maintains a shortlist of potential Trustees. The Chair interviews all proposed Trustees and the Chairs’ Committee presents their credentials to the Trustee board, whose approval is required before they are invited to join it. In addition to key documents, including the AGBIS Guidelines for Governors, Trustee induction includes child protection training, a pupil tour of the School, lesson observation, meetings with Headmaster and Bursar, and usually a lunch with pupils in a boarding house. Ongoing training of Trustees on topical subjects is made available on a regular basis, and a programme of Trustee visits to observe safeguarding and the workings of the School is in place.

Trustees carry out a governance self-evaluation exercise every two years. The seven principles in The Charity Governance Code published in July 2017 and refreshed in 2020 are reflected in that exercise.

Organisational management

The Trustees of the Charity are responsible for the overall management and control of the School and meet at least three times a year, chaired by Ms Barbara Matthews MBE.

There are three principal Trustee sub-committees. The Finance and General Purposes Committee (F&GP) meets two weeks before each meeting of the full Trustees, and addresses matters relating to finance, operations, estate, and investments. The F&GP Committee works under the chairmanship of Mr Stephen

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Directors’ Report

Pearson, and the other members are indicated on page 3. The Education Committee, chaired by Mr Keith Budge, addresses matters relating to the educational, academic, and pastoral agenda. This committee meets once a term, and its members are indicated on page 3. The Maidwell Committee, also chaired by Keith Budge, addressed matters relating to the quality of educational provision and pupil welfare and safety at Maidwell Hall prior to its closure in July 2025. This Committee also met once a term.

A sub-committee of F&GP, the Investment Sub-committee, monitors the performance of the School’s investments, whose management is delegated under a discretionary mandate to Cazenove Capital Management Ltd, a firm of professional investment managers. It meets immediately before each F&GP meeting and reports to that meeting.

The Estates sub-committee monitors the development of the School’s Estate Investment Strategy and also reports to F&GP.

The Audit sub-committee, which is chaired by a Trustee not chairing F&GP, and whose membership excludes the Chair of Trustees, meets once a year. It is responsible for reviewing the financial statements, internal control, risk management, and the external audit, and reports directly to the Trustees.

The International Committee, chaired by the Chair of Trustees, monitors progress towards the establishment of Uppingham-branded schools overseas with partnering investors.

The work of implementing most of the Trustees’ policies and the day to day running of the School is delegated to the Headmaster, Bursar and Chief Operating Officer. The Headmaster, Bursar and Chief Operating Officer attend the meetings of the above committees and are supported by Uppingham’s executive leadership teams, and together this group are the key management personnel.

Remuneration is set by a Financial Management Group chaired by the Headmaster and overseen by the Trustees, with the policy objective of providing appropriate incentives to encourage enhanced performance and of rewarding fairly and responsibly individual contributions to the School’s success.

The appropriateness and relevance of the remuneration policy is reviewed annually and ensures that the School remains sensitive to the broader issues of pay and employment conditions elsewhere. Delivery of the School’s charitable vision and purpose is primarily dependent on its personnel, and staff costs are the largest single element of its charitable expenditure.

Group structure and relationships

The School has wholly owned non-charitable subsidiaries, whose activities and trading performance are discussed below: Uppingham School Enterprises Ltd; Uppingham School (Construction) Limited; Uppingham School International Ltd (dormant); Uppingham School (Asia) Ltd; Uppingham School (Selwyn) Ltd; and Uppingham School (Reddall) Ltd.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Directors’ Report

Uppingham School belongs to several representative bodies in the independent school sector, whose goal is the enhancement of the highest standards of education. We also cooperate with local schools and organisations to widen public access to the schooling we can provide, to optimise the educational 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 education they receive at Uppingham School.

Equality Act

Uppingham School complies with the Equality Act 2010 and is committed to providing equal opportunities in employment. The School’s policies seek to avoid unlawful discrimination in all aspects of employment including recruitment, promotion, opportunities for training, pay and benefits, discipline, and selection for redundancy. Uppingham has achieved accreditation to Investors in Diversity (IiD), an award run by the National Centre for Diversity, acknowledging a business or organisation’s adherence to the Centre’s FREDIE values (Fairness, Respect, Equality, Diversity, Inclusion and Engagement).

Statement of Trustees’ Responsibilities

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

Company law requires the Trustees to prepare financial statements for each financial year. Under company law the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping proper accounting records that are sufficient to show and explain the charitable company’s transactions, disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006 and the provisions of the charity’s constitution. They are also responsible for safeguarding the assets of the charity and the group and

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Directors’ Report

hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees confirm that:

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Objectives and Strategies

Objectives for the year

The objectives for the year ended 31 August 2025 reflected the School’s values of future facing and fearless, intellectually inquisitive and inventive, collaborative and connected, and responsible and compassionate. The objectives included:

Strategies to achieve the year’s objectives

The 2021-26 Educational Strategic Plan will be achieved by delivering a number of school development initiatives under the following headings:

Delivery of the ‘2021 Forward’ School Strategic Plan will be achieved by creating an endowment fund, bridging the 11-13 educational gap, generating additional income streams, recruiting a higher proportion of pupils from less advantaged backgrounds, and delivering a far-sighted infrastructure plan.

Both the Educational Strategic Plan and ‘2021 Forward’ School Strategic Plan are being reviewed during the 2025/26 academic year.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Review of achievements and performance for the year

Pupil roll

In the year under review, Uppingham School had 838 (2024: 846) senior pupils, of whom 747 (2024: 780) were boarders and 91 (2024: 66) were day pupils. There were 149 junior pupils (2024: 151) at Maidwell Hall.

Following the successful application of the School’s strategies, Uppingham started the academic year in September 2025 with a pupil roll of 823 pupils, which the Trustees consider to be strongly positive in the face of the imposition of VAT at 20% on independent school fees in January 2025, continuing high inflation and low UK economic growth.

The launch of Uppingham’s first house for Day pupils, Li Kwok Po House, in September 2024, was a significant development in the School’s educational offering and the market has received the proposition enthusiastically, with numbers in the House doubling in its second year. Uppingham also opened a Lower School in September 2025 for Years 7 and 8 in Lorne House, attracting twenty-four pupils in its opening year, and redeveloped Farleigh boarding house into a Sixth Form boys’ house.

Operational performance

Examination results in 2025 were very strong. The A-level pass rate was 100% with 21% graded A, 54% graded A or A, and 85% of subjects graded A*, A or B. The GCSE pass rate was 99% with 27% of subjects graded 9, 47% graded 9 or 8 and 68% graded 9 to 7. This year 97% of leavers went on to higher education. Of this group, 13% gained places at institutions ranked in the world’s top 50, and 35% ranked in the global top 100.

These academic achievements were accompanied by a full programme of sporting activities and fixtures across a wide range of sports including rugby, hockey, cricket, athletics, lacrosse, tennis, netball, swimming, badminton, basketball, sailing, football, fives, and squash. Uppingham’s distinguished reputation for music was maintained by a very busy programme of weekly recitals, and house and School choral and instrumental concerts. As well as music, theatre, drama, art, and design technology all flourish at Uppingham. The fully equipped 300-seat theatre and Williams studio theatre regularly stage School productions as well as playing host to visiting professional companies.

Developments

Lorne House was converted into the School’s new Lower School for Year 7 and 8 pupils, opening in September 2025. Farleigh boarding house was redeveloped into a Sixth Form boys’ house, converting all sleeping accommodation into single study bedrooms and modernising its infrastructure. Further work is being undertaken in Li Kwok Po house to complete facilities for Day pupils.

The Group’s first overseas school, Uppingham Cairo , opened in September 2024 in New Giza, Egypt, in collaboration with the School’s partners New Era Education Ltd, and was strongly subscribed. Uppingham Cairo’s pupil roll has more than doubled in September 2025, the start of its second year of operation.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Fundraising performance

The Foundation raised funds for infrastructure projects as well as means-tested fee assistance enabling more pupils to benefit from the School’s education who otherwise could not afford the fees. Donations and legacies totalled £526,986 (2024: £801,976), excluding the donations to be repaid due to the closure of Maidwell Hall.

Fundraising during the year was carried out solely by the development team with support from alumni and parents. No external fundraising individuals or companies were employed. The School is signed up to the Fundraising Regulator which oversees the Code of Fundraising Practice and there were no incidences of failures to comply with fundraising standards, nor any complaints received. The School adheres to the GDPR regulations and contacts only those for whom our communications will be relevant and of interest.

School closure

Uppingham merged with Maidwell Hall in September 2022. With profound regret, the Trustees concluded in late November 2024 that Maidwell was no longer financially viable because of slower recruitment growth than predicted. The unexpected increase in National Insurance announced in the November 2024 budget, the imposition of VAT on fees from January 2025, and the elimination of business rates relief from April 2025, in addition to increased capital investment, refurbishment and maintenance costs, forced the Trustees to recognise that the economic consequence was inevitable.

The closure of Maidwell Hall was announced in January 2025 and statutory consultation undertaken with all employees. The School closed in July 2025, and all employees were made redundant on 31 August 2025. The land and buildings are now being marketed for sale. The exceptional closure costs are disclosed in note 8.

Section 172(2) statement

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 charity to achieve its charitable purposes. The Act states that in doing so, the directors should have regard, amongst other matters to:

Pupils

Boarding and day pupils alike benefit from the School’s excellent pastoral provision with staff placing as much importance on pupils’ all-round personal development as they do on academic progress. Pupils are actively encouraged to offer suggestions on the operation of the School through committees, houses or tutor meetings, and this pupil voice is actively considered in decisions made by the Uppingham Leadership Team and Trustees.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Employees

The schools recognise that the qualities, skills and commitment of its employees play a major role in the schools’ success. Regular briefings keep staff informed of School-wide developments, and wide-ranging employee benefits enhance their quality of life. Staff wellbeing and engagement have continued to be areas of attention, along with equality, diversity and inclusion, and Uppingham School achieved accreditation to Investors in Diversity (IiD) in February 2024. An employee forum has been established to provide updates on strategic and organisational change, and enable employee representatives to share feedback, ideas, and suggestions from across the School community.

Parents

The School actively engages with parents. Digital communications include the use of social media to showcase school events, filmed messages, online parent teacher meetings, as well as streaming live and recorded audio-visual events and podcasts. Written communications are disseminated via a platform which offers greater interactivity and clarity of communication, and regular audiovisual and written communications from Housemasters, Housemistresses and Tutors keep parents informed of their children’s progress.

Community

Uppingham School is proud of its place in the local community and conscious that, as the largest employer in the town of Uppingham, it has a significantly beneficial impact on the local economy and on local cultural life and maintains close relations with Uppingham Town Council, which sponsors an annual Heritage prize for a deserving pupil.

The School endeavours wherever possible to enable local schools and sports clubs to benefit from its academic and co-curricular facilities. The pupil ‘Upp & Out’ programme works with local charities and social organisations to channel pupils’ support and assistance to the elderly and disabled.

Environmental stewardship

The School has adopted ISO 14001 as its Environmental Management System and achieved ISO 14001 certification in July 2025, using its ‘plan, do, check, act’ methodology, including compliance with twenty-seven separate legislative requirements. The School’s Environmental and Sustainability policy aims to deliver net zero carbon emissions across scopes 1 and 2 (direct emissions) by 2050.

Modern Slavery and Human Trafficking

Pursuant to section 54 part 6 of the Modern Slavery Act 2015, the School’s statement on Slavery and Human Trafficking is available on the School’s website.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Financial review and results for the year

A summary of the results of the year’s operations is given in the statement of financial activities on page 25.

Fee income was 0.2% below the previous year due to a fee increase in September 2024 offset by lower pupil numbers, and by a fee decrease offered to parents in January 2025 to help alleviate the impact of 20% VAT on school fees.

The Charity’s principal funding sources were School fees (89% of incoming resources), trading turnover (5%), other activities (1%), investment income (3%), donations (1%), and rents, lettings and other income (1%).

Awards totalling £3,394,468 (2024: £3,161,604) were made to pupils for scholarships, fee remissions and other grants from unrestricted funds, and further awards from restricted funds amounted to £606,385 (2024: £619,280).

Net outgoing resources of £3,356,629 (2024: outgoing £16,085) included a deficit of £614,076 on restricted income (2024: deficit £69,752) and exceptional costs of £2,815,040.

The net movement of funds shows an overall decrease of £2,619,749 (2024: increase £2,201,987) reflecting the above net outgoing resources and a net investment gain of £736,880 (2024: £1,670,072). An actuarial gain on the pension scheme of £1,222,000 (2024: £548,000) has not been included.

The School’s five-year cash projection is updated at least termly, and considers cash position, sources of income, planned expenditure, and the imposition of new taxes such as VAT on fees and the withdrawal of the charitable exemption on business rates. The projections test scenarios such as reduced pupil numbers, reduced fees, new taxes, the impact on costs of inflation and other economic factors. The results of this cash flow and sensitivity analysis indicate that cash reserves of the Charity are adequate to meet the Charity’s obligations as they fall due.

Having regard to the above, the Trustees believe it appropriate to adopt the going concern basis of accounting in preparing the financial statements

Fee remissions

The School awarded £4,000,853 (2024: £3,780,884) in means-tested fee assistance, scholarships and other fee discounts. Means-tested fee assistance is designed to widen public access to an Uppingham education to those who otherwise could not afford the fees, and to relieve hardship where the pupil’s education and prospects would otherwise be at risk.

Means-tested fee assistance covers a wide range of remission from 10% to 100%+ of the fees (in the latter case including support for uniform and additional charges) and accounted for £2,176,784 or 54% of total discounts (2024: £2,097,215 or 56% of total discounts). The average means-tested fee assistance was worth £26,540 (2024: £24,770) and 26 pupils were awarded fee assistance in excess of 75% of the fee (2024: 30). Philanthropic donations contributed £479,060 towards these larger means-tested awards (2024: £550,424).

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Scholarships are awarded for academic, musical, drama, artistic, sporting, and all-round excellence; the accompanying financial discount is a small proportion of the fee. Scholarships worth £488,534 or 12% of the total were awarded (2024: £510,324 or 13% of the total). Other fee remissions included staff discounts, and sibling, forces and other discounts at Maidwell Hall.

UK trading subsidiaries

The School carries out its UK trading operations through two wholly owned subsidiary companies, Uppingham School Enterprises Limited and Uppingham School (Construction) Limited.

Uppingham School Enterprises Ltd

Uppingham School Enterprises Ltd, which runs a programme of summer lettings, the School Shop, and the commercial activities of Uppingham School Sports Centre, had a good year. Sales rose to £2,525,017 (2024: £2,487,569) and a profit of £463,183 was made before gift-aid (2024: £526,036). The gift-aid amount to Uppingham School is £449,504 (2024: £535,016). The Directors are confident that business will remain strong in the year ended 31 August 2026.

Uppingham School Enterprises Ltd ended the year with net assets of £38,336 (2024: £24,657). The Directors have reviewed the trading and cash flow forecasts for the year ending 31 August 2026 and believe it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Uppingham School (Construction) Ltd

Uppingham School (Construction) Limited, which designs and builds new boarding houses, had sales of £5,144 (2024: £3,997) and a net surplus of £150 (2024: £116) in the year, which was gift aided to Uppingham School.

International trading operations

The School’s international trading operations are carried out through a wholly owned, dormant subsidiary, Uppingham School International Limited, and its three wholly owned subsidiaries, Uppingham School (Asia) Limited, Uppingham School (Selwyn) Limited and Uppingham School (Reddall) Limited.

Uppingham School (Asia) Ltd

The company had turnover of £Nil (2024: Nil) and made a loss of £4,323 (2024: £16,526). The School has provided against the inter-company balance of £2,501 (2024: £14,301).

Uppingham School (Selwyn) Ltd

The company had turnover of £65,000 (2024: £Nil) and made a profit of £12,391 (2024: loss of £37,697).

Uppingham School (Reddall) Ltd

The company had turnover of £Nil (2024: £Nil) and made a loss of £10,868 (2024: £8,875). The School has provided against the inter-company balance of £10,460 (2024: £6,716).

Appropriation of resources

The Trustees recommend that any unrestricted surplus at the end of the year be carried forward.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Fixed assets

The valuation of the land and buildings of the Charity depends largely on their continued use as a boarding and day school or similar activity. The Trustees are satisfied that, assuming that they continue to be used for their current purposes, any significant difference between the current market value of the land and buildings and the value at which they are shown in these Financial Statements would have no material impact on the School’s operations or financial viability. Changes in fixed assets during the year are set out in Note 10 to the financial statements

Reserves policy

Disregarding the notional pension-funding surplus calculated under FRS102 (see below), on 31 August 2025, the total funds of the School were £72,733,756. Of these, £10,449,726 were permanent endowment funds and £1,248,989 were restricted funds. This leaves unrestricted funds of £61,035,041 of which £449,504 has been designated by the Trustees and £78,304,163 are represented by fixed assets. Therefore, the School currently has a surplus on free reserves of £5,361,374 (after taking account of capital borrowings of £23,080,000) which primarily represents funds due to be expended on fixed assets.

Total unrestricted funds do not include a notional funding surplus of £1,606,000 (2024: £231,000) calculated under FRS102 in respect of the Charity’s defined benefit pension scheme for support staff. The School does not recognise funding assets on the balance sheet as the rules of the Uppingham School Retirement Benefit Scheme state that the Pension Scheme Trustees have absolute discretion over the application of any surplus. Funding deficits are recognised on the balance sheet. The Trustees believe that this notional funding calculation, which can vary considerably between surplus and deficit according to the assumptions made at each year end, has no material effect on the Charity’s cash flows in the short term, and that in the longer term its effects are capable of mitigation out of future income. For this reason, the Trustees consider that it should be disregarded for reserves policy purposes.

The surplus on free reserves is consistent with the Five-year Cash Projection, which is updated and considered by the Trustees on at least a termly basis. The Trustees are committed to providing an excellent environment for pupils at the School by improving its academic, pastoral, and extra-curricular facilities. This programme is reviewed and updated on a regular basis, along with its impact on cash flows. In addition to the improvements programme the School ensures that an adequate maintenance programme is in place to protect the School’s fabric and plant for the long term. The School’s policy is to operate with a deficit on free reserves and, over the foreseeable future, to continue to finance these two programmes through annual surpluses and borrowed funds. This policy is managed prudently by ensuring that cash ‘headroom’ (defined as cash balances plus available bank overdraft) never falls below £3 million.

The School’s management of reserves will be reviewed on an annual basis by the Trustees.

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Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

Investment policy and performance

The Trustees’ investment powers are governed by the Articles of Association and by the Trustee Act 2000. The Trustees’ policy is to maintain income while building the real value of endowed investments over the long term, and to maximise income on temporarily invested restricted funds.

The investment policy is determined by The Trustees and aims to balance the need for financial return with the charity’s wider mission and values. The Trustees have considered and aligned the charity’s investment strategy with the Charity Investment Governance Principles (CIGPs), which were launched in January 2025. This includes robust processes for investment decision-making, risk management, and the integration of relevant ethical and Environmental, Social, and Governance (ESG) factors. The Trustees have ensured that all investment activity is conducted in accordance with their fiduciary duties and the Charity Commission’s investment guidance (CC14). The Trustees remain committed to transparent reporting on investment performance and alignment with the charity’s mission.

Principal risks and uncertainties

The School’s investments have continued to be managed in conformity with the policy and the Articles of Association. Their performance is measured regularly against a composite benchmark representing a weighting to market indices in line with the long-term strategic asset allocation. The long-term benchmark since the appointment of Cazenove Capital as fund managers in September 2013 was amended from an RPI-related target to CPI + 4.0% in March 2020.

The Scholarship & Prizes portfolio and the General Endowment portfolio are consolidated into one portfolio called the ‘Endowed and Restricted’ Fund. The consolidated assets returned +7.2%, behind the composite benchmark return of +9.7% and the long-term performance target of CPI +4.0% (equivalent to +7.9%).

The most significant risks identified by the Trustees are declining fee income (whether through recession, high inflation, declining popularity of boarding, or political intervention such as the imposition of VAT on fees and removal of the charitable business rates exemption); fee affordability; the imposition of new taxes; government policy towards independent schools; changes in market and demographic conditions; pressure on loan covenants; significant health and safety risks such as a boarding house fire or offsite accident; site security risks; and cyber-security threats.

The Trustees are responsible for the management of the risks faced by the School, and regularly review the effectiveness of current plans and strategies for managing all identified major risks for the School and all subsidiaries. Detailed considerations of risk are delegated to the Finance & General Purposes Committee, which is assisted by the Uppingham Leadership Team. Risks are identified and assessed, and controls established throughout the year. A formal review of the Charity’s risk management processes is undertaken on an annual basis.

17

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Strategic Report

The key controls used by the Charity include:

Through the risk management processes established for the School, the Trustees are satisfied that the major risks to which the School is exposed have been reviewed and systems or procedures have been established to manage those risks. It is recognised that systems can provide reasonable but not absolute assurance that major risks have been adequately mitigated.

Future Plans

Objectives for the forthcoming year

The objectives for the forthcoming year are as follows:

18

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Streamlined energy and carbon reporting

Energy and emissions report

The 2024-25 academic year was marked by the delivery of key sustainability projects and achievements:

USSC LED Lighting Upgrade

Over 550 lamps were replaced during the academic year in Uppingham School Sports Centre (USSC). This project contributed to a reduction in total electricity consumption within USSC of 30,344 kWh (6%) compared with the previous academic year.

BMS Project

Following a successful trial at the Lodge boarding house, Delta enteliWEB building management system (BMS) software was installed in six boarding houses and two support buildings during the 2024-25 academic year. The BMS software supports a reduction in gas consumption by:

USSC Pool Cover

A motorised retractable swimming pool cover was installed in USSC during February half term. This was a key recommendation from the School’s statutory Phase 3 ESOS assessment in 2023 to reduce evaporative heat loss. This project contributed to a 9% reduction in gas consumption at USSC in the 2024-25 academic year and also improved humidity and condensation levels within the pool hall.

19

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Report of the Trustees Streamlined energy and carbon reporting

Lorne House Double Glazing

Many of Uppingham School’s heritage buildings have single-glazed windows resulting in poor thermal efficiency, and high gas consumption to maintain comfortable temperatures in winter months. The in-house Building Fabrics team is undertaking a phased programme to manufacture and fit purpose-built double-glazed windows, providing thermal efficiency improvements whilst retaining the character of the buildings. Bespoke windows were fabricated and installed within Lorne House during 2024/25.

Methodology

Uppingham School has measured Scope 1 and Scope 2 emissions and included Scope 3 business travel (grey fleet). The intensity ratio provided is tCO2e per pupil in line with previous years’ reporting.

Energy units were converted to tCO2e using the UK Greenhouse Gas Reporting: Conversion Factors 2024.

2024/25 2024/25 2024/25 2023/24 2023/24 2023/24
Type of
emission		 Activity kWh tCO2e % of
total		 kWh tCO2e % of
total
Scope 1 Natural gas 10,879,446 1,989.8 69.0% 11,481,859 2,100.4 70.8%
Burning oil
(Kerosene)		 5,175 1.3 0.0% 23,360 5.8 0.2%
Transport &
Fleet		 364,248 88.0 3.1% 377,115 90.0 3.0%
Sub-total 11,248,869 2,079.1 72.1% 11,882,334 2,196.2 74.0%
Scope 2 Purchased
Electricity		 3,719,197 770.1 26.7% 3,680,852 762.2 25.7%
Sub-total 3,719,197 770.1 26.7% 3,680,852 762.2 25.7%
Scope 3 Grey car fleet 146,164 35.3 1.2% 41,222 10.0 0.3%
Sub-total 146,164 35.3 1.2% 41,222 10.0 0.3%
Total gross emissions 15,114,230 2,884.5 100% 15,604,409 2,968.4 100%
Intensity metric:
Number of pupils 987 997
Tonnes of CO2e per pupil 2.92 2.98

Auditors

Crowe U.K. LLP has indicated its willingness to be reappointed as statutory auditors.

This report, including the Directors’ Report and the Strategic Report, was approved by the Board and signed on behalf of the Trustees:

Barbara Matthews

Chair of Trustees 6 December 2025

20

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Independent Auditor’s Report to the Members of Uppingham School

Opinion

We have audited the financial statements of Uppingham School (‘the charitable company’) and its subsidiaries (‘the group’) for the year ended 31 August 2025 which comprise Consolidated Statement of Financial Activities, Charity and Consolidated Balance Sheets, Consolidated Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The Trustees are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other

21

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Independent Auditor’s Report to the Members of Uppingham School (continued)

information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

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

Responsibilities of Trustees

As explained more fully in the Trustees’ responsibilities statement set out on pages 8 and 9, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

22

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Independent Auditor’s Report to the Members of Uppingham School (continued)

In preparing the financial statements, the Trustees are responsible for assessing the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

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

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 identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the charitable company and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, taxation legislation, together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s and the group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were The Education (Independent School Standards) Regulations 2014, General Data Protection Regulation (GDPR), Health and Safety legislation, and Employment legislation.

.

23

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Independent Auditor’s Report to the Members of Uppingham School (continued)

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be with the accuracy of bursaries, scholarships and allowances, and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management, and the Audit & Risk Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, designing audit procedures over bursaries, scholarships and allowances, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission, Independent Schools Inspectorate, Ofsted and reading minutes of meetings of those charged with governance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 and the charitable company’s Trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Guy Biggin

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP, Statutory Auditor 4th Floor, St James House, St James Square, Cheltenham GL50 3PR

24

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Consolidated statement of financial activities (including the income and expenditure account) for the year ended 31 August 2025

Notes
2
4
3
4
5
5
8
5
10
19
22
23
INCOMING RESOURCES
Charitable Activities
School fees
Donations
Other activities
Activities for generating
funds:
Subsidiary turnover
Rents and lettings receivable
Investment income
Other income
Total incoming resources
RESOURCES EXPENDED
Cost of generating funds:
Fundraising costs
Subsidiary costs
Finance costs
Charitable activities
School and grant-making
Exceptional costs
Total resources expended
Net incoming resources
before fair value movements
on fnancial instruments
Investment gains
Transfers
Net income
Pension scheme
actuarial gain
Net movement of funds
Fund balance carried
forward at 31 August 2024
Prior year adjustment
As restated
Fund balance carried
forward at 31 August 2025		 Unrestricted
£’000
38,036
132
535
2,268
119
1,140
302
42,532
247
1,725
955
2,927
39,527
2,815
45,269
(2,737)
321
(5)
(2,421)
-
(2,421)
63,456
-
63,456
61,035		 Restricted
£’000
-
395
-
-
-
66
-
461
-
-
–
-
662
413
1,075
(614)
-
5
(609)
-
(609)
1,858
-
1,858
1,249		 Permanent
Endowment
£’000
-
-
-
-
-
-
–
-
-
-
–
-
5
-
5
(5)
415
-
410
-
410
10,040
-
10,040
10,450		 Total
2025
£’000
38,036
527
535
2,268
119
1,206
302
42,993
247
1,725
955
2,927
40,194
3,228
46,349
(3,356)
736
-
(2,620)
-
(2,620)
75,354
-
75,354
72,734		 Total
2024
£’000
Restated
38,119
802
805
2,148
132
710
237
42,953
281
1,597
825
2,703
40,266
-
42,969
(16)
1,670
-
1,654
548
2,202
73,383
(231)
73,152
75,354

The notes on pages 29 to 54 form part of these financial statements

25

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Charity and Consolidated Balance Sheets as at 31 August 2025

Notes
9
10
11
12
14
13
14
22
18
19
17
17
22,23
FIXED ASSETS
Tangible assets
Investments
CURRENT ASSETS
Stock
Debtors and prepayments
Cash at bank and in hand
CREDITORSdue within one year
Fees in advance schemes
Net Current Liabilities
Total assets less Current Liabilities
CREDITORSdue after more than
one year
Fees in advance schemes
Net assets before pension surplus/defcit
Pension scheme net balance
Net assets after pension
FUNDS
Permanent endowment
Restricted
Unrestricted
General
Designated
Pension scheme reserve
Net Unrestricted
Total Funds		 Group
2025
£’000
81,096
26,788
107,884
219
4,837
7,087
12,143
(12,037)
(4,927)
(4,821)
103,063
(27,197)
(3,132)
72,734
-
72,734
10,450
1,249
60,585
450
61,035
-
61,035
72,734		 Group
2024
£’000
Restated
83,773
30,478
114,251
211
2,180
13,433
15,824
(14,240)
(6,727)
(5,143)
109,108
(27,503)
(6,251)
75,354
-
75,354
10,040
1,858
62,807
649
63,456
-
63,456
75,354		 Charity
2025
£’000
81,073
26,818
107,891
69
5,163
6,541
11,773
(11,645)
(4,927)
(4,799)
103,092
(27,197)
(3,132)
72,763
-
72,763
10,450
1,249
60,614
450
61,064
-
61,064
72,763		 Charity
2024
£’000
Restated
83,759
30,508
114,267
102
2,516
12,838
15,456
(13,836)
(6,727)
(5,107)
109,160
(27,503)
(6,251)
75,406
-
75,406
10,040
1,858
62,859
649
63,508
-
63,508
75,406

The deficit for the financial year dealt with in the financial statements of the parent charity is £2,643k (2024: surplus £2,253k).

Approved by the Trustees and signed on their behalf:

Barbara Matthews: Stephen Pearson: Trustee Trustee

6 December 2025

Company registered number: 8013826. The notes on pages 29 to 54 form part of these financial statements

26

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Consolidated cash flow statement for the year ended 31 August 2025

Notes
(i)
(ii)
Net cash flow from operating activities
Returns on investments and servicing of
fnance
Interest paid
Dividends and interest received
Capital expenditure and fnancial
investment
Purchase of tangible fxed assets
Proceeds from sale of tangible fxed assets
Repayment of Endowment Loan
Investment of Cash Funds
Purchase of investments
Proceeds from sales of investments
Net cash (outflow)/inflow before fnancing
Financing
Net transfers to acceptance deposits
(Decrease) / increase in long term loan
Fees in advance schemes:
New fees in advance money
Amounts accrued to contracts
Amounts utilised
Amounts repaid
(Decrease) / increase in cash
Reconciliation of net cash flow to
movement in net debt
Increase / (decrease) in cash
Acceptance deposits – net (increase)
Fees in advance schemes – net paid
Decrease in endowment loan
Decrease in long term loan
Change in net debt from cash flows
Net debt at 1 September 2024
Net debt at 31 August 2025		 £’000
(714)
1,206
(2,645)
3
(24)
(860)
(15,260)
20,260
2,419
63
(6,989)
(412)		 2025
£’000
(3,047)
492
1,474
(1,081)
134
(480)
(4,919)
(6,346)
(6,346)
(134)
4,919
24
480
(1,057)
(28,895)
(29,952)		 £’000
(728)
710
(6,318)
-
(24)
3,632
(40,782)
40,782
10,179
361
(4,323)
(352)		 2024
£’000
4,329
(18)
(2,710)
1,601
280
(480)
5,865
7,266
7,266
(280)
(5,865)
24
480
1,625
(30,520)
(28,895)

The notes on pages 29 to 54 form part of these financial statements

27

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Consolidated cash flow statement for the year ended 31 August 2025

(i) Reconciliation of net incoming resources to net cash
flow from operation
Net incoming resources
Depreciation
Impairment of fxed assets and land (Ref note 8)
Net FRS102 costs
(Proft) on disposal of fxed assets
Interest paid
Dividends and interest receivable
(Increase) in stock
(Decrease) in debtors
(Decrease) / Increase in creditors
Net cash (outflow) / inflow from operations
(ii) Analysis of net debt
Cash and bank balances
Long term loan
Endowment loan
Acceptance deposits
Fees in advance scheme		 At 31 August
2024
£’000
13,433
(23,560)
(213)
(5,577)
(12,978)
(28,895)		 2025
£’000
(3,356)
2,824
2,023
-
(3)
714
(1,206)
(9)
(1,895)
(2,139)
(3,047)
Cash Flows
£’000
(6,346)
480
24
(134)
4,919
(1,057)		 2024
£’000
(16)
2,743
(114)
-
728
(710)
(10)
(386)
2,094
4,329
At 31 August
2025
£’000
7,087
(23,080)
(189)
(5,711)
(8,059)
(29,952)

28

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025

1. Accounting Policies

Company information

The financial statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102), the Companies Act 2006, and the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) – effective 1 January 2015 and updated in 2022. The accounts are drawn up on the historical cost basis of accounting, as modified by the revaluation of investment properties and other investments.

The functional currency of the School is £ sterling because that is the currency of the primary economic environment in which the School operates.

Having reviewed the funding facilities available to the School together with the expected ongoing demand for places and the School’s future projected cash flows, the Trustees have a reasonable expectation that the School has adequate resources to continue its activities for the foreseeable future and consider that there were no material uncertainties over the School’s financial viability. Accordingly, they also continue to adopt the going concern basis in preparing the financial statements as outlined in the Statement of Trustee Responsibilities on page 8.

The School is a Public Benefit Entity registered as a charity in England and Wales and a company limited by guarantee. The charity was incorporated as a company limited by guarantee on 1 September 2012, named ‘Uppingham School’ and registered as a Company and a charity.

The accounts present the consolidated statement of financial activities (SOFA), the consolidated cash flow statement and the consolidated and Charity balance sheets, comprising the consolidation of the School and its wholly owned subsidiaries, Uppingham School Enterprises Limited (USE Ltd - registered company number 01130851), Uppingham School (Asia) Limited (US(A) Ltd – registered company number 11334333), Uppingham School (Selwyn) Limited (US(S) Ltd – registered company number 12141906), Uppingham School (Reddall) Limited (US(R) Ltd – registered company number 13682206) and Uppingham School (Construction) Limited (US(C) Ltd – registered company number 12373636). All of the subsidiaries have the registered office as Uppingham School, Uppingham, Rutland, LE15 9QD. Uppingham School International Limited (company number 09895518) has not been consolidated into these accounts as it has remained dormant during the year.

No separate Statement of Financial Activities of the Company has been presented, as permitted by s408 of the Companies Act 2006.

All the undertakings of the School were transferred across to the company on 1 September 2012, with the exception of endowed properties (‘specie’ land) and assets. These continued to be held in the Trust, which was renamed the Archdeacon Robert Johnson Trust. A ‘Uniting Order’ was obtained from the Charity Commission, removing the need to prepare separate accounts for both company and trust.

29

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025 (continued)

Critical accounting judgements and key sources of estimation uncertainty

In the application of the accounting policies, Trustees are required to make judgement, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis and are based on the historical experience and other relevant factors.

Defined Benefit Pension Scheme liability

The School engages an actuary to provide expert advice about the assumptions made relating to the discount rate used, changes in retirement ages and mortality rates and the effect on the pension liability of changes in these assumptions.

Useful economic lives of tangible assets

The annual depreciation charges for tangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See page 32 for the useful lives for each.

Impairment of debtors

The School makes an estimate of the recoverable value of fee debtors. When assessing impairment of fee debtors, management considers factors including the ageing profile of debtors and historical experiences. See note 11 for the net carrying value of fee debtors.

Investment land valuation

The School engages a firm of chartered surveyors to provide advice on the assumptions relating to the valuation.

In the view of the Trustees, no assumptions concerning the future or estimation uncertainty affecting assets or liabilities at the balance sheet date are likely to result in a material adjustment to their carrying amounts in the next financial year.

A summary of the principal accounting policies, all of which have been applied consistently throughout the year and the preceding year, is set out below:

a) Fees Receivable

Fees receivable are accounted for in the year in which the service is provided after deducting bursaries, scholarships and other remissions granted by the school, but include contributions received from Restricted Funds for scholarships, fee assistance and other grants.

c) Donations

30

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025 (continued)

Donations received for the general purposes of the Charity are credited to unrestricted funds. Donations subject to specific wishes of the donors are carried to relevant restricted funds, or to endowed funds where the amount is required to be held as permanent capital.

Gifts in kind are valued at estimated open market value at the date of the gift, in the case of assets for retention or consumption, or at the value to the School in the case of donated services or facilities.

The assets and liabilities of Maidwell Hall School as at 30 September 2022 were transferred to the School by way of a charitable merger deed dated 19 August 2022. Given the nature of the transaction, the transfer has been reflected in the School’s accounts as a donation of £993,399 in the accounts for the year ending 31 August 2023. The results of the School reflect the assets and liabilities as transferred and the operations carried out by Maidwell Hall since 30 September 2022.

d) Legacies

Legacies are recognised and credited directly to the statement of financial activities based on the earlier of estate accounts and receipt of payment.

Trading income is income arising from the non-academic enterprises of Uppingham School including the School Shop and Sports Centre and the letting of school buildings.

Resources expended are accounted for on an accruals basis as soon as a liability is considered probable, discounted to present value for longer-term liabilities. Expenditure is allocated to expense headings on direct cost basis except for central costs, which are apportioned on the basis of the Trustees’ estimate of time spent on the relevant function. Support costs include expenses which enable charitable activities and fund generating to be undertaken. Governance costs include expenditure on management, and compliance with constitutional and statutory requirements. The irrecoverable element of VAT is included with the item of expense to which it relates. Termination payments are accounted for as soon as the school is aware of the obligations to make payments.

The School land, together with original School buildings (some of which are Grade I and Grade II listed properties) were purchased beginning with the inception of the School in 1584. These assets, both land and buildings, were revalued on 31 August 1992 at £31,486,000 and disposals have subsequently been removed. With effect from 1 September 2014, the freehold building element of the valuation is depreciated at the rates indicated below. The Charity is responsible for keeping the original buildings in fit and useable condition, and these costs are written off as incurred.

31

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025 (continued)

Depreciation is provided in equal annual instalments at the following annual rates, in order to write off the cost of all relevant tangible fixed assets less estimated residual value based on current market prices, over their expected useful economic lives, as follows:

Freehold Buildings - 1-10% on cost or valuation Fittings, furniture and equipment - 2-33% on cost Motor Vehicles - 10-20% on cost Computers and IT infrastructure - 4-33% on cost

Assets under construction are not depreciated until the assets are brought into use.

Assets over a value of £3,000 are capitalised individually. New IT additions with a value of less than £3,000 are capitalised as a “bulk” asset, depreciated over 4 years and disposed of after 5 years.

h) Investments

Investments are carried at market value. Any change in market value between financial years (or from the date of purchase if purchased during the year) is shown as unrealised gains or losses.

Realised gains or losses on disposals are calculated as the difference between the opening market value of the disposed item and disposal proceeds received during the year. Realised and unrealised gains and losses are included in the Statement of Financial Activities. Investments in subsidiaries are valued at cost less provision for impairment.

i) Fees in Advance Schemes

Standard

The School has accepted composition sums in respect of certain pupils and in return has undertaken to discharge defined amounts of the fees chargeable in respect of those pupils subsequent to 31 August 2025. In the event of a pupil’s withdrawal from the School before all the agreed amounts have been credited, the School has agreed to return a proportionate part of the composition sum, or to transfer the defined fixed amounts to another School. The School’s liability in respect of advance fees which it has accepted has been brought into these accounts as the liability which would arise if all the pupils covered by such arrangements completed the full term period of the contract entered into.

Inflation free

The School has also accepted deposits that guarantee fees payable up to the amount deposited, which are fixed at the 2020-21 fee rate over 5 years from 2021-22. In the event of a pupil’s withdrawal from the School before all the amounts have been credited, the balance remaining will be returned. The liability recognised in respect of this Scheme is considered to be a non-basic financial instrument and has therefore been classified as a financial liability measured at fair value through profit or loss.

32

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025 (continued)

j) Pensions

The School contributed to the Teachers’ Pension Defined Benefits Scheme at rates set by the Scheme Actuary and advised to the Board by the Scheme Administrator until 31st March 2024. The scheme is a multi-employer pension scheme and it is not possible to identify the assets and liabilities of the scheme which are attributable to the School. In accordance with FRS102 therefore, the scheme was accounted for as a defined contribution scheme.

The School contributes to a Defined Benefits pension scheme for support staff, although this is closed to new members and future accrual. Rates are set by the Scheme Actuary and advised to the School by the Scheme Administrator. This scheme is being accounted for under FRS102, with the annually calculated notional surplus or deficit on the funding of the Scheme shown in the accounts as a designated fund entitled ‘Pensions Reserve’, which is deducted from Unrestricted Funds in the balance sheet.

The School also contributes to a defined contribution Group Pension Scheme for Uppingham staff, which was set up shortly after the defined benefits scheme was closed to new members. Since September 2022, the School has contributed to two other defined contribution pensions schemes, one for Maidwell teaching staff and one for Maidwell support staff. For all three schemes, contributions are invested by its members, and therefore do not appear on the School’s balance sheet.

k) Finance and Operating Leases

Where assets are financed by leasing arrangements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright and the corresponding liability to the leasing company is included as an obligation under finance leases. Depreciation on leased assets is charged to the Statement of Financial Activities on the same basis as above. Leasing payments are treated as consisting of capital and interest elements and the interest is charged to the expenditure over the period of the lease.

All other leases are operating leases and the annual rentals payable are charged to expenditure on a straight-line basis over the lease term, even if the payments are not made on such as basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Stocks are valued at the lower of cost and net realisable value.

m) Financial instruments

Basic financial instruments are initially recognised at transaction value and subsequently measured at amortised cost with the exception of investments which are held at fair value. Financial assets held at amortised cost comprise cash at bank and in hand, together with trade and other Debtors. A specific provision is made for debts for which recoverability is in doubt. Cash and bank and in hand is defined as all cash held in instant access bank accounts and used as working capital.Financial liabilities held at amortised cost comprise all creditors except social security and other taxes and provisions.

33

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Accounting Policies for the year ended 31 August 2025 (continued)

n) Going concern

The Charity currently holds significant cash balances, supplemented, if needed, by an overdraft Facility. Demand for school places remains strong in 2026/27 in the face of headwinds from the imposition of VAT on school fees. Conservative cashflow modelling with sensitivity analysis indicates that the cash reserves of the Charity are adequate to meet the charity’s obligations as they fall due. Accordingly, the trustees believe the School’s financial resources are sufficient to ensure the School will continue as a going concern for the foreseeable future, being at least 12 months from the date of approval of the financial statements and have therefore been prepared the financial statements on a going concern basis.

Notes to the financial statements for the year ended 31 August 2025

2. SCHOOL FEES
The School’s fee income comprised:
Gross fees
Less: total fee assistance, grants and allowances
Net fees receivable
Add back: Scholarships, Grants etc paid for by Restricted Funds
3. OTHER INCOME
Interest due on overdue fees
Forfeited deposits
Registration fees
Theatre/Music event income
Proft on disposal of fxed assets
Transport services
Other		 2025
£’000
41,431
(4,001)
37,430
606
38,036
2025
£’000s
29
25
141
54
3
45
5
302		 2024
£’000
41,281
(3,781)
37,500
619
38,119
2024
£’000s
26
3
154
26
-
23
5
237

34

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

4. INCOME FROM THE SUBSIDIARIES’ TRADING ACTIVITIES

The Charity owns the whole of the share capital of Uppingham School Enterprises Limited (USE Ltd), Company Number 01130851, which carried out the business of retailing and non-academic ventures for Uppingham School. Its trading results for the year, as extracted from the audited accounts, are summarised below, together with the School’s own results for the year to distinguish them from the group results in the consolidated Statement of Financial Activities: The results of material entities in the group are as follows:

Turnover, grants and fee income
Cost of sales: subsidiary
Gross proft: subsidiary
Administration: subsidiary
Other income
Investment income receivable
Net income for year
Gift Aid donation
Gross incoming resources: Charity
Costs of Charitable Activities
Costs of Generating Funds: Charity
Net income before fair value
movements on fnancial instruments		 USE Ltd
2025
£’000s
2,525
(1,076)
1,449
(986)
-
-
463
(450)
-
-
13		 2024
£’000s
2,488
(884)
1,604
(1,078)
-
-
526
(535)
-
-
(9)		 Charity
2025
£’000s
39,098
-
39,098
-
491
1,205
40,794
450
41,244
(43,422)
(1,202)
(3,380)		 2024
£’000s
39,382
-
39,382
-
780
710
40,872
535
41,407
(40,266)
(1,106)
35

The net assets of USE Ltd at 31 August 2025 were £38,336, made up of profit of £8,776 and by funds of £29,556 (2024: net assets £24,657 made up of loss of £4,903 and funds of £29,560).

Other income and administration include £68,851 (2024: £66,914) in respect of rent from USE Ltd. Sales from USE Ltd to the School amount to £64,875 (2024: £90,312) and within the subsidiary departments £Nil (2024: £Nil).

The Charity owns the whole of the share capital of Uppingham School (Construction) Limited, company number 12373636, a design and build company set up to build new Boarding Houses. Other income includes £150 (2024: £116) in respect of its gift-aided profit to the School.

The Charity also owns the whole of the share capital of Uppingham School International Limited, company number 09895518, which is dormant. In turn, Uppingham School International Limited owns the whole of the share capital of Uppingham School (Asia) Limited, company number 11334333, Uppingham School (Selwyn) Limited, company number 12141906 and Uppingham School (Reddall) Limited, company number 13682206.

35

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

Uppingham School (Asia) Ltd had a turnover of £Nil (2024: £Nil) and made a loss of £4,323 (2024: loss £16,526). The School has provided against the intercompany balance arising in the year of £2,501 (2024: provided £14,301) resulting in net liabilities of £5,910 (2024: £4,088).

Uppingham School (Selwyn) Ltd had income of £65,000 (2024: £Nil) and made a profit of £12,390 (2024: loss of £37,697). There are net liabilities of £26,561 (2024: £38,951).

Uppingham School (Reddall) Ltd had income of £Nil (2024: £Nil) and made a loss of £11,068 (2024: £8,875). The School has provided against the intercompany balance arising in the year of £10,660 (2024: £6,716) resulting in net liabilities of £4,656 (2024: £4,248).

5. ANALYSIS OF TOTAL RESOURCES
EXPENDED
Cost of generating funds:
Fundraising costs
Finance costs (see below)
Total for Charity
Trading costs of subsidiaries
Total for Group
Charitable activities:
Teaching
Welfare of pupils
Premises
Support
Grants, awards & prizes
Governance costs
Total
Exceptional costs
Total expended: Group
Charity		 Staf costs
£’000
194
-
194
1,055
1,249
13,510
2,724
2,718
2,597
-
21,549
-
21,549
-
22,798
21,743		 Other
£’000
53
955
1,008
664
1,672
2,648
4,965
5,006
2,342
606
15,567
261
15,828
1,205
18,705
18,041		 Depreciation
/Impairment
£’000
-
-
-
6
6
957
-
1,860
-
-
2,817
-
2,817
2,023
4,846
4,840		 Total
2025
£’000
247
955
1,202
1,725
2,927
17,115
7,689
9,584
4,939
606
39,933
261
40,194
3,228
46,349
44,624		 Total
2024
£’000
281
825
1,106
1,597
2,703
17,086
7,373
10,144
4,749
619
39,971
295
40,266
-
42,969
41,372
Finance costs
Interest on loan from BAE Systems Pension Fund
Fees in advance
Pension Scheme fnancing cost (FRS102)
Bad Debt Provision
Other costs		 2025
£’000
713
192
-
20
30
955		 2024
£’000
728
10
19
39
29
825

36

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

6. STAFF COSTS
The average headcount and full-time equivalent numbers
employed within each category of persons was:
Teaching
Welfare of pupils
Others
The costs incurred in respect of these employees were:
Wages and salaries
Social Security costs
Pension costs
Aggregate employee benefts of key management
personnel
Number of employees earning over £60,000 during the
year were as follows:
£60,001 - £70,000
£70,001 - £80,000
£80,001 - £90,000
£90,001 - £100,000
£100,001 - £110,000
£110,001 - £120,000
£150,001 - £160,000
£190,001 - £200,000
£200,001 - £210,000
£250,001 - £260,000
£290,001 - £300,000		 Avg
278
132
190
600		 2025
No.
FTE
190
65
137
392
2025
£’000
18,465
1,856
2,477
22,798
2,706
2025
No.
39
25
9
3
4
2
1
1
-
-
1		 Avg
277
138
189
604		 2024
No.
FTE
198
76
137
411
2024
£’000
17,860
1,723
2,511
22,094
2,492
2024
No.
35
20
10
2
5
-
-
-
1
1
-

During the year there were termination and ex gratia payments which amounted to £281,307 (2024: £213,043) of which £106,619 related to the closure of Maidwell Hall. Redundancy payments to Maidwell Hall staff totalled £260,469 (2024: £Nil). There was £Nil (2024: Nil) outstanding at year-end.

Uppingham School is committed to providing job security for its staff but if, following all reasonable efforts to avoid them, redundancy or termination payments are necessary, these are negotiated with regard both to legal guidelines and the particular circumstances of each case.

7. FEES PAID TO AUDITORS
Expenditure includes (exclusive of VAT):
Audit fee
Auditor other services		 2025
£’000
46
9		 2024
£’000
44
15

37

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

8. EXCEPTIONAL COSTS
Exceptional costs relating to the closure of Maidwell Hall
Discount on Summer Term 2025 fees due to closure
Return of restricted donations (note 19)
Redundancy and ex gratia payments to staf (note 6)
Legal & professional fees and other closure costs
Impairment of Maidwell land and buildings (notes 9 & 10)
Total exceptional costs		 2025
£’000
164
413
367
261
2,023
3,228
9. FIXED ASSETS GROUP
Cost
1 September 2024
Additions in year
Transfer
Capital Goods Scheme credit
Disposals
Depreciation/Impairment
1 September 2024
Charge for year
Impairment (see below)
Transfer
Disposals
Net book value 31 Aug 2025
31 August 2024		 Freehold
Property
£’000s
94,134
(8)
-
(427)
(13)
93,686
21,292
1,625
13
(13)
22,917
70,769
72,842		 Assets
under
construction
£’000s
769
4
-
-
-
773
-
-
-
-
-
-
773
769		 Fittings
Furniture &
Equipment
£’000s
15,738
2,452
(6)
(314)
(25)
17,845
6,758
880
1,698
(6)
(25)
9,305
8,540
8,980		 Motor
Vehicles
£’000s
1,122
55
(3)
-
(27)
1,147
735
99
-
(3)
(27)
804
343
387		 Computers
& Ofce
Equipment
£’000s
1,456
141
15
(45)
(141)
1,426
661
220
-
15
(141)
755
671
795		 Total
£’000s
113,219
2,644
6
(786)
(206)
114,877
29,446
2,824
1,711
6
(206)
33,781
81,096
83,773

38

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

9. FIXED ASSETS CHARITY
Cost
1 September 2024
Additions in year
Transfer
Capital Goods Scheme credit
Disposals
Depreciation/Impairment
1 September 2024
Charge for year
Impairment (see below)
Transfer
Disposals
Net book value 31 Aug 2025
31 August 2024		 Freehold
Property
£’000
94,134
(8)
-
(427)
(13)
93,686
21,292
1,625
13
-
(13)
22,917
70,769
72,842		 Assets
under
construction
£’000
769
4
-
-
773
-
-
-
-
-
-
773
769		 Fittings
Furniture &
Equipment
£’000
15,731
2,436
(6)
(314)
(25)
17,822
6,751
880
1,698
(6)
(25)
9,298
8,524
8,980		 Motor
Vehicles
£’000
1,122
55
(3)
-
(27)
1,147
735
99
-
(3)
(27)
804
343
387		 Computers
& Ofce
Equipment
£’000
1,413
140
15
(45)
(141)
1,382
631
213
-
15
(141)
718
664
782		 Total
£’000
113,169
2,627
6
(786)
(206)
114,810
29,409
2,817
1,711
6
(206)
33,737
81,073
83,759

All fixed assets are used for direct charitable use.

Included in fixed assets is the Maidwell Hall site which is currently for sale. The impairment relates to the write down of the book value of the site based on a professional estimate of realisable value.

Inalienable and historic assets

In addition to the capitalised fixed assets held for its own use since its inception in 1584, the School has also been bequeathed artefacts whose intrinsic value is bound up with the School’s history. The Trustees consider that these assets are held in accordance with the School’s charitable objects as a vital part of its history and heritage and, occasionally, as a resource for the advancement of education.

As they are not held principally for their contribution to knowledge and culture, they do not meet the definition of Heritage Assets in SORP FRS 102 “Heritage Assets” and hence are considered as assets in use under Tangible Fixed Assets. The majority of these historic assets have been held for many years and accurate historic cost information is not available for these assets. However, the Trustees consider that their historical cost less depreciation would not be material.

39

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

10. INVESTMENTS GROUP
At Market Value
1 September 2024
Purchases at cost
Disposal proceeds
Cash to/(from) investments
Loan repayments
Gain on investments:
Realised
Unrealised
31 August 2025
Listed on UK Stock Exchanges
Cash deposits
At historical cost:
31 August 2025
31 August 2024
Investment land at fair value
GROUP
Investment in subsidiary companies
CHARITY
Investment land at fair value
Balance 1 September 2024
Impairment		 Permanent
Endowment
£’000s
7,053
83
(83)
-
24
-
415
7,492
7,461
31
5,481
5,457		 Restricted
Fund
£’000s
82
-
-
(1)
-
-
-
81
-
81
-
-		 Unrestricted
Fund
£’000s
22,344
15,177
(20,177)
862
-
15
306
18,527
18,440
86
18,106
22,117
2025
£000s
1,000
(312)
688		 Total
£’000s
29,479
15,260
(20,260)
861
24
15
721
26,100
25,901
198
23,587
27,574
688
26,788
30
26,818
2024
£000s
1,000
-
1,000

All investments (other than cash and land) are quoted on a recognised UK Stock Exchange or are valued by reference to investments listed on a recognised Stock Exchange. The value of the investment land has been impaired based on a professional assessment of realisable value.

40

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

11. DEBTORS
Fee debtors
Other debtors
Loans
Endowment Loan
Prepayments and Accrued income
Uppingham School Subsidiaries
Balance Sheet		 Group
2025
£’000s
2,314
1,571
26
188
738
-
4,837		 2024
£’000s
142
1,157
35
213
633
-
2,180		 Charity
2025
£’000s
2,314
1,136
26
188
727
772
5,163		 2024
£’000
142
983
35
213
618
525
2,516

The loans are made to Houseparents to assist them perform their duties and are interest-free.

The School borrowed £482,000 from the Endowed Funds with the permission of the Charity Commission. This is repayable through a Recoupment Order, which began in July 2013, over a 20-year period. The amount receivable after more than one year is £164,683 (2024: £188,783).

Included in Fee debtors is £1,970,796 of VAT due on future income.

12. CREDITORS:
Amounts falling due within one year
Trade creditors
Fees received in respect of Autumn Term
Acceptance deposits held
Social Security and Other Taxes
Loan repayments
Other creditors
Accruals
HMRC VAT
Balance Sheet		 Group
2025
£’000s
1,952
3,162
1,279
510
504
1,027
1,361
2,242
12,037		 2024
£’000s
1,341
7,892
1,343
539
504
849
1,772
-
14,240		 Charity
2025
£’000s
1,928
3,162
1,279
499
504
1,006
1,295
1,972
11,645		 2024
£’000s
1,293
7,892
1,343
437
504
807
1,560
-
13,836

Fees received in respect of Autumn Term vary considerably depending on whether the start of term falls in August or September. Fees in Advance Scheme deposits have been split between amounts falling due within one year and amounts falling due after more than one year.

Borrowing Facilities

On 3 November 2017 the School agreed a £25m 31-year fixed interest unsecured private placement with BAE Systems Pension Fund for a blended rate of 3.075%, and the Note Purchase Agreement was signed by the parties on 10 November 2017. The loan is repayable from November 2021 over the life of the loan, except for a £12 million bullet payment in 2048.

As at 31 August 2025, a total of £25.0m (2024: £25.0m) of the loan facility had been drawn down. The bank finance was secured to provide the balance of funding for the Boarding House Modernisation programme and other infrastructure strategy projects.

41

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

14. CREDITORS:
Fees in Advance Schemes
Standard
Inflation Free
Assuming pupils will remain in the School, fees in advance will be applied
as follows:
Within one year:
Standard
Inflation Free
Balance Sheet
After more than one year:
Standard
Inflation Free
Balance sheet
Standard
Balance 1 September 2024
New deposits
Discounts given on new deposits
Fee payments
Discount written of during the year
Refunds
13. CREDITORS:
Amounts falling due after more than one year
Long term loan (see note 11)
Loan from Endowment Fund
Acceptance deposits		 2025
£’000s
7,823
236
8,059
4,691
236
4,927
3,132
-
3,132
2025
£000s
11,869
2,320
58
(5,776)
(191)
(457)
7,823
2025
£’000s
22,600
165
4,432
27,197		 2024
£’000s
23,080
189
4,234
27,503
2024
£’000s
11,869
1,108
12,977
5,854
872
6,726
6,015
236
6,251
2025
£000s
4,624
10,179
361
(2,894)
(99)
(302)
11,869

The Standard fees in advance scheme represents cash received in advance for fees which will be applied against fees chargeable in the future. The scheme offers a discount on fees charged, included in the amount due shown above, which for future years amounts to £191,697 (2024: £342,449).

42

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

14. CREDITORS:

Fees in Advance Schemes (continued)

Inflation Free
Balance 1 September 2024
New Deposits
Fee payments
Refunds to parents
Fair value movement on liability recognised in fnance costs		 2025
£’000s
1,108
-
(872)
-
-
236		 2024
£’000s
2,489
-
(1,287)
(81)
(13)
1,108

Places in the Inflation Free Fees in Advance Scheme were offered to parents in September 2020, based on fees frozen at 2020-21 rates, and attracted total funds of £5,883,480 which will be released over 5 years from September 2021 to August 2026.

In the event of a pupil withdrawing from the School and a period of one term’s notice being given, all remaining deposit amounts will be refunded to the parents or guardians.

The fair value of the scheme liability reflects the present value of the future expected fee income, where the discount rate used represents the financial effect of the expected fee increases foregone, spread over the term of the arrangement. This fair value has been estimated by allocating the expected future fee increases over the arrangement term on a straight-line basis. These estimated future fee increases are reviewed and revised where appropriate on an annual basis. At the year-end the annualised expected future fee increase over the next 5 years was 3%. In the view of the Trustees this approach results in a carrying value which is materially consistent with that which would be generated by a more detailed fair value calculation.

The maximum cash refundable, assuming all pupils gave notice to leave the scheme at the year-end, would have been £7,867,055 (2024: £11,955,387).

15. FINANCIAL INSTRUMENTS
Financial asset measured at fair value through proft or loss (a)
Financial liabilities measured at fair value through proft or loss (b)
Financial assets measured at amortised cost (c)
Financial liabilities measured at amortised cost (d)		 2025
£’000s
26,788
(5,947)
10,998
(38,405)		 2024
£’000s
30,478
(6,686)
14,766
(47,272)

43

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

16. ANALYSIS OF NET ASSETS OF
CHARITY AND GROUP BETWEEN
FUNDS
Fund balances at 31 August 2025 are
represented by:
Tangible Fixed Assets*
Investments
Current Assets
Current Liabilities
Long Term Liabilities
Charity (see below)
Subsidiary’s reserves
Group (see below)
Pension surplus/(defcit)
Group (see below)		 Unrestricted
Funds
£’000s
78,304
19,245
10,415
(16,572)
(30,329)
61,063
(28)
61,035
-
61,035		 Restricted
£’000s
-
81
1,168
-
-
1,249
-
1,249
-
1,249		 Permanent
Endowment
£’000s
2,769
7,492
189
-
-
10,450
-
10,450
-
10,450		 2025
Total
£’000s
81,073
26,818
11,772
(16,572)
(30,329)
72,762
(28)
72,734
-
72,734
* Unrestricted fxed assets include £625 (2024: £951,098) of assets purchased during the year from restricted * Unrestricted fxed assets include £625 (2024: £951,098) of assets purchased during the year from restricted * Unrestricted fxed assets include £625 (2024: £951,098) of assets purchased during the year from restricted funds (see note 19), which have fulflled the restriction 19), which have fulflled the restriction
and been released to unrestricted.
Unrestricted funds Charity: Group:
General 60,613 General 60,585
Designated 450 Designated 450
Pension defcit - Pension defcit -
61,063 61,035
Fund balances at 31 August 2024 were Unrestricted Restricted Permanent 2024
represented by: Funds Endowment Total
£’000s £’000s £’000s £’000s
Tangible Fixed Assets 80,985 - 2,774 83,759
Investments 23,373 82 7,053 30,508
Current Assets 13,466 1,776 213 15,455
Current Liabilities (20,563) - - (20,563)
Long Term Liabilities (33,753) - - (33,753)
Charity (see below) 63,508 1,858 10,040 75,406
Subsidiary’s reserves (52) - - (52)
Group (see below) 63,456 1,858 10,040 75,354
Pension (defcit) - - - -
Group (see below) 63,456 1,858 10,040 75,354
Unrestricted funds Charity: Group:
General 62,859 General 62,807
Designated 649 Designated 649
Pension defcit - Pension defcit -
63,508 63,456

44

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

17. UNRESTRICTED FUNDS

Unrestricted funds include an asset valuation of £24,739,624 (2024: £24,739,624) for all assets held without restriction regarding use or disposal. Details of the valuation are held in Note 1(g).

With the exception of the Boarding House Improvement Fund (see below), the Trustees do not maintain designated funds as all unrestricted funds are held at the discretion of the Trustees year by year as regards capital and income.

The Boarding House Improvement Fund represents the Gift Aid paid to the School by the trading subsidiary USE Ltd and the profit of the Lettings business. This is allocated by the Trustees for the purpose of improving the School’s boarding houses on an annual rolling programme.

Boarding House Improvement Fund
Boarding House Improvement Fund		 1 September
2024
£’000s
649
1 September
2023
£’000s
431		 Designated
Funds
£’000s
450
Designated
Funds
£’000s
579		 Expenditure
£’000s
(649)
Expenditure
£’000s
(361)		 31 August
2025
£’000s
450
31 August
2024
£’000s
649

45

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

18. PERMANENT ENDOWMENT FUND

Fixed Assets

Fixed Assets
The following assets are permanently
endowed:
Building
Chapel
Old School Room
Pine House		 Land 1992
Value
£’000s
1,764
450
75
2,289		 Building
1992 Value
£’000s
311
80
149
540		 Accumulated
Depreciation
£’000s
34
9
16
59		 Building Net
Book Value
£’000s
277
71
133
481		 Total Asset
Value
£’000s
2,041
521
208
2,770

Endowment Fund

The Trustees are restricted to using only the income earned from the investment of endowed donations for the general purposes of the School.

Scholarship and Prize Fund

The Trustees are restricted to using the fund for the purposes of financing scholarships and prizes awarded.

The movements for the year are as follows:
Balance at 1 September 2024
Depreciation in the year
Realised surplus from sale of investments
Unrealised gain on investments for year
31 August 2025
Balance at 1 September 2023
Depreciation in the year
Realised surplus from sale of investments
Realised gain on Investments for year
31 August 2024
Funds at 31 August 2025 are represented by:
Investments at market value including cash with brokers
Property
Owed to Funds through Recoupment Order (note 11)
Investments at book value including cash with brokers		 Total
£’000s
10,040
(5)
-
415
10,450
9,172
(5)
3
870
10,040
Endowed &
Resticted Total
£’000s
7,492
2,770
188
10,450
5,481

Investments at book value including cash with brokers

46

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

19. RESTRICTED FUNDS

Fee Assistance

The Trustees are restricted to using the funds to help provide an Uppingham education to children who would not otherwise be able to afford one.

Maidwell Hall

The Trustees were restricted to using the funds for the development of Maidwell Hall buildings including Pre-Prep, classrooms and a performance hall. Following closure, these are being repaid to donors.

Gaffikin Fund

The Trustees are restricted to using the funds to promote education at Uppingham School by providing training opportunities for teachers.

Other Restricted Funds

These consist of covenants and donations received for specific projects. As projects are completed and the particular assets are brought into use (and the restrictions fulfilled), the funds representing those assets are transferred from restricted to unrestricted.

The transfer relates to capital items that have met their restriction.

Movements for the year
are as follows:
Fee Assistance
Maidwell Hall
Gafkin
Other		 1 Sept
2024
£’000s
1,060
413
88
297
1,858		 Investment
Income
£’000s
63
-
3
-
66		 Donations
£’000s
305
-
-
90
395		 Awards
£’000s
(606)
-
(1)
(55)
(662)		 Transfer
unrestricted
£’000s
10
-
-
(5)
5		 Transfer
to creditor
£’000s
-
(413)
-
-
(413)		 31 Aug
2025
£’000s
832
-
90
327
1,249

Maidwell Hall restricted donations were transferred to other creditors on the closure of Maidwell Hall as the fundraising appeal behind the donations was deemed to have failed. All donors were contacted and full provision made.

Fee Assistance
Maidwell Hall
Gafkin
Upper Pavilion
School House Kitchen
Other		 1 Sept
2023
£’000s
1,372
663
88
578
-
178
2,879		 Investment
Income
£’000s
57
-
4
-
-
-
61		 Investment
Gains
£’000s
-
-
-
-
-
-
-		 Donations
£’000s
250
(250)
-
363
69
159
591		 Awards
£’000s
(619)
-
(4)
-
(69)
(30)
(722)		 Transfer
£’000s
-
-
-
(941)
-
(10)
(951)		 31 Aug
2023
£’000s
1,060
413
88
-
-
297
1,858
Restricted Funds at 31 August 2025 represented by: Total 2025 Total 2024
£’000s £’000s
Cash with School 1,249 1,858

47

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

20. FINANCIAL COMMITMENTS
a)
Future Capital Expenditure
Contracted for but not provided for
b)
OperatingLeases
At 31 August 2025 the School had commitments under non-cancellable
operating leases as set out below:
Buildings and Equipment operating leases that expire:
Within one year
In the second to ffth years
After ffth year		 2025
£’000s
891
2025
£’000s
62
632
491
1,185		 2024
£’000s
182
2024
£’000s
7
926
543
1,476

21. RELATED PARTIES

No Trustee received any remuneration for services as a Trustee. The Charity Commission has confirmed that Trustees who undertake professional services for the School may be paid the normal charges associated with such services.

Ms C Colacicchi and Mrs M Fairfax are Trustees of both Uppingham School and the Uppingham School Retirement Benefit Scheme, in keeping with the scheme’s Trust Deed and Rules.

The School paid £410 (2024: £150) to Oakham School for match entry fees and attendance at a training course. One of the Trustees is also a Trustee of Oakham School.

The School paid £702 (2024: £4,410) to the Curve Theatre for theatre tickets under an arms-length agreement. One of the Trustees is also a trustee of Leicester Theatre Trust, as is one of the School’s key management personnel who does not manage the contractual relationship.

The School paid F A N Grounds £2,196 (2024: £2,552) in respect of floral displays, under an arms-length agreement. F A N Grounds is the husband of one of the School’s key management personnel, who does not manage the contractual relationship.

During the year 9 (2024: 8) Trustees received reimbursement of travel and accommodation expenses of £2,846 (2024: £2,777) in total, of which £Nil (2024: £Nil) was outstanding at 31 August 2025.

48

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

22. PENSION SCHEMES

Teaching Staff

The School participated in the Teachers’ Pension Scheme (“the TPS”) for its Uppingham School teaching staff until 31 March 2024. The pension charge for the year includes contributions payable to the TPS of £Nil (2024: £1,017,866) and at the year-end £Nil (2024: £Nil) was accrued in respect of contributions to this scheme.

From 1st April 2024 the School contributed to the School’s defined contribution scheme, the Uppingham School Group Pension Plan (USGPP). Employer contributions paid over to the Scheme amounted to £1,525,602 (2024: £669,752 from 1st April 2024).

The School ran a defined contribution scheme for Maidwell teaching staff. Contributions paid over to the Scheme in the year amounted to £198,764 (2024: £217,505).

Support Staff

The School contributed to two defined contribution schemes for support staff. The Uppingham School Group

Pension Plan (USGPP) is open to Uppingham staff above the age of 16 who have completed the necessary probation period. Employer contributions paid over to the Scheme in the year amounted to £688,145 (2024: £554,411).

The second scheme was the Nest scheme for Maidwell staff. Employer contributions paid over to the Scheme in the year amounted to £16,101 (2024: £18,480).

The School ran a Scheme for support staff which was a defined benefits scheme. This scheme is closed to future accrual. The charge for the year, including employer contributions paid over to the Scheme Trustees in the year amounting to £138,320 (2024: £133,000), together with the actuarial gains and losses on the Scheme for the year, is recognised in the Statement of Financial Activities in accordance with FRS102.

A full actuarial valuation of the scheme was last carried out as at 1 September 2022 and updated to 31 August 2025 by a qualified independent actuary. The major assumptions adopted by the actuary as at 31 August 2025 were:

Discount rate
Retail price inflation
Consumer price inflation
Salary increase rate
Pension increases – LPI maximum 5%
Pension increases – PLI maximum 2.5%
Assumed life expectations on retirement age 65:
Retiring today – males
Retiring in 20 years – males
Retiring today – females
Retiring in 20 years – females		 31 August 2025
6.10%
3.25%
2.80%
3.50%
1.95%
2.75%
21.7
23.0
24.1
25.5		 31 August 2024
5.05%
3.35%
2.90%
3.50%
1.95%
2.80%
21.4
22.7
24.0
25.3

The School is committed to paying ex gratia pensions each year which are internally funded. The amount paid for the year to 31 August 2025 was £3,182 (2024: £3,494).

49

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

22. PENSION SCHEMES (continued)

The amounts are as follows:
Fair value of plan assets
Value of money purchase liabilities
Value of fnal salary liabilities
Surplus / (Defcit)
Amounts not recognised on the balance sheet:
Assets
Net asset		 Year to
31 August 2025
£’000s
12,180
(90)
(10,484)
1,606
1,606
1,606		 Year to
31 August 2024
£’000s
12,266
(100)
(11,935)
231
231
231

The School does not recognise the above assets on the balance sheet as the rules of the Uppingham School Retirement Benefit scheme state that the Pension Scheme Trustees have absolute discretion over the application of any surplus.

Changes in thepresent value of the defned beneft obligation are as follows:
Opening defned beneft obligation
Interest cost
Experience (gain)/loss
Actuarial (gains)/losses
Benefts paid
Closing defned beneft obligation
Changes in the fair values of the scheme assets are as follows:
Opening fair value of scheme assets
Interest income
Actuarial (losses)/gains
Contributions
Benefts paid
Closing fair value of plan assets		 Year to
31 August 2025
£’000s
12,035
597
(128)
(1,493)
(437)
10,574
Year to
31 August 2025
£’000s
12,266
612
(399)
138
(437)
12,180		 Year to
31 August 2024
£’000s
11,433
590
153
263
(404)
12,035
Year to
31 August 2024
£’000s
11,002
571
964
133
(404)
12,266

The employer expects to contribute £143,853 to this defined benefit pension plan in the year to 31 August 2026.

50

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

22. PENSION SCHEMES (continued)

The amounts not included/included within the Statement of Financial Activities
are as follows:
Net interest expense included within the SoFA
Net interest expense not included within the SoFA
Total operating charge
Employee contribution to be set of
The major categories of scheme assets as apercentage of
total scheme assets are as follows:
Diversifed funds
Equities
Bonds
Insured pensions
Cash
Gilts
Credit
Liability Driven Investments
Analysis of the amount not recognised in statement of total
recognisedgains and losses(SOFA):
Actual return less interest income
Experience gains on beneft obligation
Efect of assumption changes on beneft obligation
Actuarial (loss)/gain recognised in SOFA
Actuarial gain not recognised in SOFA
History of experience gains and losses
Diferences between the asset return and the
interest income
- as % of scheme assets
Experience gains/losses on obligation
- as % of liabilities
Total amount
- as % of liabilities		 Year to
31 August 2025
£’000s
-
(15)
(15)
-
Year to
31 August 2025
%
19
47
2
3
1
7
7
14
100
Year to
31 August 2025
£’000s
(399)
128
1,493
1,222
(153)
1,375
1,222
Year to
31 August 2025
£’000s
(399)
3%
128
1%
(1,222)
12%		 Year to
31 August 2024
£’000s
19
-
19
-
As at
31 August 2024
%
18
41
3
4
-
9
7
18
100
Year to
31 August 2024
£’000s
964
(153)
(263)
548
317
231
548
Year to
31 August 2024
£’000s
964
8%
(153)
1%
(548)
5%

51

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

The amounts for the current and
previous years are as follows:
Value of funded obligations
Fair value of plan assets
(Defcit) / surplus
Experience gains/(loss) on obligation
Diference between the asset return
and the interest income		 2025
£’000s
10,574
12,180
1,606
128
(399)		 2024
£’000s
12,035
12,266
231
(153)
964		 2023
£’000s
11,433
11,002
(431)
185
(2,218)		 2022
£’000s
13,782
13,024
(758)
-
(4,579)		 2021
£’000s
22,329
17,507
(4,822)
332
2,150

52

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

23. CONSOLIDATED STATEMENT
OF FINANCIAL ACTIVITIES –
COMPARATIVE FIGURES BY
FUND TYPE
Year ended 31 August 2024
Incoming Resources
Charitable activities
School fees
Donations
Other activities
Activities forgeneratingfunds:
Subsidiary turnover
Rents and lettings receivable
Investment income
Other income
Total incoming resources
Resources Expended
Cost ofgeneratingfunds:
Fundraising costs
Subsidiary costs
Finance costs
Charitable activities
School and grant-making
Total resources expended
Net outgoingresources before fair
value movements on fnancial
instruments
Investment gains and losses
Transfers
Net income
Pension scheme actuarial
gain/(loss)
Net movement of funds
Fund balance carried forward at
31 August 2023
Fund balance carried forward at
31 August 2024
Prior year adjustment
As restated		 Unrestricted
£’000s
38,119
9
805
2,148
132
650
438
42,301
281
1,597
825
2,703
39,539
42,242
59
798
951
1,808
548
2,355
61,332
63,687
(231)
63,456		 Restricted
£’000s
-
449
-
-
-
60
143
652
-
-
-
-
722
722
(70)
-
(951)
(1,021)
-
(1,021)
2,879
1,858
-
1,858		 Permanent
Endowment
£’000s
-
-
-
-
-
-
-
-
-
-
-
-
5
5
(5)
873
-
868
-
868
9,172
10,040
-
10,040		 Total
2024
£’000s
38,119
458
805
2,148
132
710
581
42,953
281
1,597
825
2,703
40,266
42,969
(16)
1,671
-
1,655
548
2,202
73,383
75,585
(231)
75,354

53

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Notes to the financial statements for the year ended 31 August 2025

24. PENSION SCHEME NET SURPLUS

The School does not recognise pension scheme net surplus on the balance sheet as the rules of the Uppingham School Retirement Benefit Scheme state that the Pension Scheme Trustees have absolute discretion over the application of any surplus.

In the 2024 accounts, a net surplus of £231,000 was recognised on the balance sheet, resulting in a reserves balance of £75,584,505. A prior year adjustment has been included in these accounts, reducing the Opening reserves balance to £75,353,505.

54

Uppingham School Consolidated Financial Statements for year ended 31 August 2025

Uppingham School

Uppingham, Rutland LE15 9QE United Kingdom

Switchboard: +44 (0)1572 822216 www.uppingham.co.uk

Uppingham School is a charitable company limited by guarantee registered in England and Wales. Company number 8013826. Registered Charity number 1147280. Registered Office: High Street West, Uppingham, Rutland LE15 9QD

Version 12.25