2022-08-31-accounts

Company registration number.. 11751009 Charity registration number: 1184700 Downside School IA company limited byguaranteel Annual Report and Financial Statements for the Year Ended 31 August 2022

DDrJJSiyn En%*10￿10.. 44A5826CQAF￿Iw2F(￿C￿18E6￿4 t)own5ide SdK•oI Contents Reference and Administrative Details Ito2 Governors. Report 3to9 Strategic Report IOto14 Statement of Governors, Responsibilities 15 Independent Auditors, Report 16to20 Statement of Financial Activities 21to22 Balance Sheet 23to24 Statement of Cash Flows 25to26 Notes to the Financial Statements 27to45

Docusgn Envelope ID". 44A9828C-8AFB415WFWD18EWB4 Downside Sthool Reference and Admlnlstrative Detalls Governor513150 Members) J M Ludlow (Chair from 30January 20231 S#+ M F T Bernard {Chair from 29 April 20221 S# (resigned 30 January 20231 Very Rev Dom N P Wetz # C M Hughes O.B.E # H A H Dickinson # ACMartinS T J Wilcox I ACGGriffinS J M T Ogilvy-stuart # A Barrett # (appointed l February 2023) R J G Jenkins S lappointed 15 June 20221 A Lynch # (appointed 3 September 2022 resigned 3 August 20231 Dr R G G Mercer {Resigned 31 March 20221 J A Scott-Gatty (Resigned l April 20221 S Member ofgeneral finance and resources committee

Member ofeducation committee

• Responsibility for health and safety Responsibility for safeguarding Page I

Downslde Sthool Reference and Administrntlve l)etsils Clerk to the Governors V Locke Char6ty Registration Number 11847(K) Company Reelstratlon Number 11751(M)9 Registered Office Stratton-on-the-Fosse Radstock Somerset BA3 41U Head A Hobbs Auditors Crowe U.K. LLP 4th Floor. St. James, House St. James. Square Cheltenham GL50 3PR Bankers Barclays Bank PLC 4 Queen Street Bath BAI IHE Soll¢ltors: Stone King 13 Queens Square Bath BAI 2HJ Page 2

Docusun Envd(pe ID.. 44A9826c.W￿l5ffA2FI￿l8￿E8• Downslde khool Governors. Report The Governors of Downside School, who are also the Directors of the school for the purposes of the Companies Act and Trustees for the purposes of the Charities Act (but herein after are referred to as Governors), present their annual report and the audited financial statements for the year ended 31 August 2022. The annual report serves the purpose of both a Trustees Report and a Directors Report under company law. The financial statements comply with the Charities Act 2011. the Charities Statement of Recommended Practice (second edition) and the Financial Reporting Standard applicable in the United Kingdom and the Republi¢ of Ireland IFRS 1021. Reference and Adminlstrative Detalls Downside School separated from Downside Abbey General Trust. which owned and ran Downside School, on 11 September 2019. The Company is limited by guarantee. with registered number 11751009. The School is also a Charity. registered number 1184700. The Governor5. executive officers and principal address of Downside School are listed on page I together with the particulars of the Charitrfs professional advisers. Structure. governance and management Noture olqovernlng document The Charity is govemed by its Memorandum and Article5 of Association a5 amended on 22 July 2019. The Governors who held office during the period are shown on page l. The structure of the Charity consists of one Governing 8ody of not more than twelve Governors for Downside School. Recruitment ond appointment oAGovemors The Board of Governors shall include the Abbot of Downside Abbey {or an individual appointed by the Abbot), one Governor appointed by the Bishop of the Roman Catholic diocese in which any school operated by the Charity is located and a minimum of six other Governors. The total number of Governors shall not exceed twelve. New Governors are appointed by ordinary resolution of the Governors and eligibility Is subject to perwnal competence. specialist skills and availability. New Governors are inducted into the workings of the Charity and the management of the school, including it5 policies and procedures. at training meetings organi5ed for them by the Chairman, the Head and the Clerk to the Governors. Governors. training needs are assessed on an individual basis and training is given as appropriate. All Governors are required to undertake rnandatory Safeguarding trainin& and they are sent regular guidance notes and information from the Association of Governing Bodies in Schools IAGBISI via the Clerk to the Governors. Page 3

Downslde School Go¥emors' Report Senior personnel are recruited on the basis of national advertisement and selection bv Governors and other senior personnel. The Governors. Finance and Resource5 Committee considers the remuneration of senior personnel where appropriate at their summer term meetin8. Consideration is given to benchmarking. in particular the AGBIS Survey on Head5 and Bursars Remuneration. market information and time in their position. Governors also consider individuals. performance against objectives. Oryanlsatlonalstrurture The Governors are legalty responsible for the ovefall management and control of Downside School and meet. either in person or virtually, at least three times a year. There are two sub-committees; during the year to 31 August 2022- the Education Committee was chaired by Catherine Hughes and the General Finance and Resources Committee IGFRCI was chaired by James Scott-Gatty up to the date of his resignation when he was replaced by Alison Martin. Both committees meet regularly to consider their specific issues prior to presenting their recommendations or proposals to the full Board. The GFRC is responsible for considering Business Risk throughout the year and reporting on this issue to the full Board during the summer term. The members of each sub-committee are listed on page l. In addition, there are nominated Govemors with specific responsibilities for Health and Safetv and Safeguardin8. During the period to 31 August 2022 these were John Ludlow and Terri Wilcox respectively. The day to day running of the School is delegated to the Head. supported in this by the Senior Leadership Team of the School. This comprises the Director of Operations, the Director of Finance and the Deputy Head. Relevant members of the Leadership Team attend the Governors, sub-committee and full Board meetings. Governors, indemnltles As permitted by the Articles of Association. the Governors have the benefit of an indemnity which is a qualifying third-party indemnity provision os defined by Section 234 of the Companies Act 2LX)6. The indemnity was in force throughout the financial period and remains in force in the current year. The Company also purchased and maintained throughout the financial period Governors, and Officers. liability insurance in respect of itself and its Governors. Page 4

Docusgn Envelope Itl. 44Ag82FL-&•FB41wL￿1WEEB* Downside khool Governors, Report Majorri5k5 and management oAthose ri5k5 The major risks to which the School is exposed, as identified by the Govemors, have been reviewed and systems have been established to mitigate those risks. The following are the principal risks and uncertaintles facing the School- • Impact on reputation of events such as ffaud. accidents and media coverage; • Maintenance of pupil numbers as this may affect liquidity and cash flows: Maintenance of effective senior leadership. The following is a summary of the School's plans and strategies for managing those risks.. Compliance with regulatory requirements: ongoing evaluation of teaching and its educational curriculum.. regular review of Disaster Recovery Plan. compliance with Child Protection policies and procedures. Governor oversight: • Regular Governor evaluation. training and Committee meetings. • An effective marketing strategy to maintain and grow the School's pupil numbers. Group strurture and relationships Downside School actively supports the attainment of the highest standards in the Independent Schools sector. To this end. it actively networks with other leading schools and participates in peer group studies for the evaluation of quality and performance irnprovement methods. The School also cooperates with many local charities in an ongoing endeavour to widen public access to the education that it provides, to optimise the use of its cultural and sporting facilities and to awaken in its pupils. in the public interest, an awareness of the social context of the all-round education they receive at the School. Downside School also benefits from the generosity of past pupils through the St. Gregorfs Society and from parents and others through the Downside Association. On 29 March 2021 the Charity acquired the trade and asset5 of its wholly owned non-charitable subsidiary, Downside School Enterprises Limited. which principally operated a school shop and also generates income for the School through the letting of its facilities during school holidays. Oownside School Enterprises Limited wa5 di55olved on 30 March 2021, with its functions subsequently undertaken directly by the School. The School maintains a close relationship with Downside Abbey General Trust with which it shares part of the 51te and some of the slte's facilities and resources. The legal governance arrangements between the School and Downside Abbey General Trust include appropriate robust provisions for pupil safeguarding. PaEe 5

DocuShJn En￿loFe ID. 44Ag826C.W841WWD18E69EfB4 Downslde School Governors, Report Objects. alms. objectlves and actlvltles Charitable oblerts The School's charitable objects are: l. To advance Roman Catholic education in the Benedictine tradition and the Roman Catholic faith in particular, but without prejudice to the generality of the foregoin& by running a school known as Oownside School- 2. To advance education by providing facilities for the education and training of children and young people provide(I that such provision shall be ancillary or incidental only to the running of a school know as Downside School in accordance with the above; 3. To support the work of Downside Abbey General Trust. Our mission is to provide a secure. happy and inclusive environment where children will develop the inner confidence and self-esteem necessary to flourish in our rapidly changing world. Whilst we protect and nurture our children. we also challenge and extend them in order to build their ability to thrive as adults in the future. We strive to ensure that individual minds are broadened. and perspectives widened. We encourage learnin& independence of thought and the cultivation of self-belief, skills. wisdom and curiosity- We are preparing each child to live life to the full. encouraging them to live responsibly and thoughtfully and to embrace, with energy and enthusiasrn. the great opportunities that lie ahead. It is our sincere desire that each child will use their compa55ion. knowledge, passions and energies to make the wodd a better place- and believe they can do so. Every chlld has an inherent value, which is exceptional and exclusive to them. Publlc ljenefv oims ondlntended Impart The Trustees have regard to the Charity Commission's guidance on public benefit. To achieve these objects. the public benefit aim is to provide a Catholic and Benedictine education focused on the formation of young people to enable them to realise their potential as contributors to society- Downside focuses on academic excellence and aims to develop the character of its pupils. emphasising the importance of moral courage, integrity and se￿iCe to others. The School also fosters the highest standards in sport. both in performance and sportsmanship, and in the arts has a tradition of inspired theatrical productions. The School endeavours. in addition, to give children an appreciation of 'the poetry of life., a sense of its beauty, form, mysteryand joy. Page 6

Do¢xJSyn En¥elopÈ ID". 44Ag826C-w841MFL￿18E69EEB4 Downside School Governors, Report The School contributes to the Camino Partnership of Catholic Schools in the southern part of the Diocese of Clifton to promote Catholic education. The partnership provides a network of support to fellow schools and shares expertise from Chaplaincy and the teaching of religious studies to Heads and Governors of schools. The partnership involves both primary and secondary schools from the maintained and independent sector. The School regularly hosts events for local primary schools. including modern language days, choral singing days. sporting events and 'Race for the Line. events. Pupils and staff support the learning of Spanish in a local primary school. Pupils participate in a number of Community service artivtties. including a soup run in Bath and visiting local homes for the elderly. primary schools and other Social institutions. They also raise funds for a number of different charitable organisations. including Marws Meals, and CAFOD. Pupils take part in an annual ovemight sleep out in support of tharities supporting the homeless. The School has implemented a number of environmentally conscious waste disposal and recycling Schemes. reflerting its commitment to green issues and to encourage a socially conscious outlook amongst its pupil body. The School's outreach work has included its specialist sports staff coaching, refereeing and umpiring at a number of Prep Schools and also working with local primary schools. The School has forged a strong relationship with Bath Rugby. and on occasions hosts the Bath Development Player Programme where the School regularly hosts 40-50 boys at under aged 14 and below. Downside is the satellite coaching hub for Somerset Cricket Board in the North of the county, seeing hundreds of talented players Igirls and boys) visit Downside for training. We also host County Age Group fixtu￿5 atjunior level. Oblertlves for the year The Charity's objectives for the year were to continue to embed the educational offering which commenced in September 2019. The separation from Downside Abbey General Trust required new structures to be implemented and facilities resourced. The new vision statement is 'Downside's vision. as a Catholic and Benedictine school with Christ at its centre. is to be a bright light in education and to inspire service in our world., Page 7

Do￿6￿n En¥elcpe ID." l4A9826c.BAFB41*82F(￿C￿laEG9EE84 Downslde Sthool Governors, Report The School also reviewed and amended its mission statement to read: 'We will renew and strengthen our roots as a Catholic community. building relationships internationally, to become a school, which serves our world through its formation and education of young people. with the rewurces to meet our charitsble objectives sustainably., Under this mission statement lie four key principles that seek to cover all areas of school We see it a5 our purpose to awaken and nurture a lifelong commitment to learning and growing Iconversatio morum- Rule ofst. Benedirtl: The relationship between the family and the School is one of dedicated and accountable partners: We challenge the transactional and utilitarian view of education- Specific and measurable outcomes need to be used as important indicators of how well the partnership is working. The guiding policy for our principles is the parable of the talents which will be our model for gauging performance and the parables of the lost sheep and the prodigal son will provide our pattern for pastoral care. The key strategies are= We will invest in building a strong faith based culture that challenges our pupils to rnake their unique contribution. with the help of all in the Downside community: We will establish a programme of staff retreats to underpin the Catholic and Benedictine culture of the School- We will embed the Relationship and Sex Education IRSEI programme 50 that respect will be at the heart of every relationship in our community: We will value and celebrate pupil engagement and achievement, recognising the unique contribution of each individual in accordance with their talents: Working With the wider Downside Community, we will establish a funding stream which provides one fully subsidised place for an acadernic scholar in each year group by 2026- We will ensure that the School is successfully funded to continue its work. Page 8

Downside Sthool Governors, Report Fee remlsslon pollcy During the year the value of scholarships. grants. prizes and bursarie5 made to the School's pupils out of unrestricted funds totalled £2,717.046 {seven month period ended 31 August 2021 - £1,656,179). Of this, £372,075 (seven month period ended 31 August 2021 £225.0201 being 3.3% of fee income, (seven month period ended 31 August 2021- 4.1%1 was awarded in Scholarships and £2,344.971 (seven month period ended 31 August 2021- £1,431,159) being 20.8% of fee income {5even month period ended 31 August 2021 25.9%), in bursaries and discounts. All bursaries are means-tested according to the School's policy and criteria. The remainder of the funds cover fees to overseas and Brit15h agents. Standardised discount5 to members of the armed forces, members of staff and siblings of current pupils. The School does not benefit from any endowments to fund scholarships. The policy of the Governors is to make awards on the basis of the individual's educational, musical, artistic or sporting potential, or to relieve hardship where the pupil'5 education and further prospects would otherwise be at risk. Details of such awards for fee-assistance. together with the terms and conditions for each kind of award, are available from the Bursary. Details of the Reserves Policy. plans for future periods and financial risk management are included within the Strategic Report. Dlsclosure of Informatlon to audltof Each member has taken steps that they ought to have taken as a member in order to make themselves aware of any relevant audit information and to establish that the charity's auditor is aware of that information. The Governors confirm that there is no relevant information that they krKlW of and of which they know the auditor is unaware. The annual report was approved by the Governors of the charity on 30 August 2023 and Si8ned on its behalf by: J M Ludlow Governor Page 9

Downslde Sthool Stratezlc Report forthe Year Ended 31 August 2022 Achievements and perforniance Whole sc1h￿l Despite the challenges of the cov1￿19 pandemic. which significantly affected these pupils learning, all abilities continued to achieve extremely well academically. The A level139 % A'IA and 65% A'_Bl and GCSE ISI% 9-7 and 90% 9-5) results in the Summer of2022 showed that Downside pupils once again performed exceptionally despite the readjustment back toward the 2019 grade boundaries Of the leavers who haveachieved university places, I has secured a place at Cambridge (post A level applicant). 2 at Durham, l at Imperial. 4 at Edinburgh. 2 at Warwick (all in The Times Top 10 Universities 2023}. 2 at Exeter, l at Lancaster. l at Loughborough. l at Glasgow, l at Southampton, l at Strathclyde (all Top 201. Places were 3150 secured at Leeds. Manchester, Nottingham, Queen Mary. Royal Holloway, University of East Anglia and Cardiff. which are in the Top 30 of the Times list. Music and drama are an essential aspert of building confidence and provide pupils with a superb opportunity to work collaboratively. Music is a central aspect of school life. There are three Chamber Choirs at Downside-. a boys, choir. a girls. choir and a mixed choir. They specialise in a cappella perforrnances, both sacred and secular. Membership is by invitation. The Chamber Choirs sing Mass on some Sundays and are much in demand for concerts. When the pupils were absent from school during lockdown there were online collaborations and recordings. Orchestral, band and chamber music also flourish at Downside. with frequent concerts and weekly recitals. The Combined Cadet Force (CCF} and Pipe Bands are also in demand. The CCF band plays for the annual CCF inspection. and accompanies the Remembrance Day service. Both bands regularly perform at School concerts and parades, as well as at private functions. We also have Jazz. Rock and Concert Bands, a Saxophone Group and a Drum Line, amongst others. The CCF band has led the Remembrance Parade in Bath for a number of years and the Pipe Band plays annually at the Stratton-on-the-Fosse Village Day in September. Page 10

Dor)J&w Envelope ID.. 44A8828C-BAF841W(￿￿D18￿EB4 l)ownside School Strateglc Report for the Year Ended 31 August 2022 In art. pupils are encouraged to explore a5 many styles and media as possible. With an Artist-in-Residence, and regular visits to exhibitions. galleries and museums. pupils are provided with lots of inspiration. In Design and Technology pupils combine practical and technological skills with creative thinking to design and make products and systems that meet human needs. They learn to use current technologies and consider the impact of future technological developments. They learn to think creatively and intervene to improve the quality of life. solving problems as individuals and members of a team. Through Downside's Combined Cadet Force. pupils throughout the School are able to take part in a broad range of challengin& exciting and adventurous activities. All Third Form {aged 13+1 pupils are able to experience the full range of CCF activity during the academic year. At the end of the Third Forni. pupils can elect to move onto the Royal Navy, or Armv, section in their senior years at Downside. One full afternoon per week is allocated to CCF activity. with additional camps. expeditions and training sessions scheduled throughout the year. A very wide range of sporting opportunities are available to pupils and the philosophy held by pupils and staff is to adopt a positive mental attitude and develop an exceptional work ethic. We promote fitness and enjoyment and aim to develop each pupil's personal best. Pupils are offered a wide range of options including rugby, hockey, football, netball, cross country, cricket, tennis and athletics. Teams are fielded for all age groups. The School maintained an online sports programme durin8 lockdown, providing for all pupils. There was also a comprehensive and detailed programme for sports scholars and those in elite pathways. Flnanclal revlew The income for the year ended 31 August 2022 was £10.096,950 {seven months ended 31 August 2021- £4.386.3181 with the fee income being £8.760.448 (seven months ended 31 August 2021- £3,981,088). Expenditure amounted to £10.730,305 (seven months ended 31 August 2021 - £5.599.1411. The principal funding source for the period was fee income which supported the key objectives of the School in providing education to pupils. Bank loan The School has taken over a loan originally advanced by Barclays Bank to Downside Abbey General Trust. £2,421.342 was outstanding at 31 August 2022, and the School is responsible for capital repayment and interest costs up until 31 August 2023. As detailed in note 21. although the loan is formally documented in the name of Downside School. Downside Abbey General Trust has undertaken to repay the loan and to make all capital repayments and interest payments from I September 2023 to the date when the loan is repaid. Page 11

t)ownslde School Strategk Report lor the Year Ended 31 August 2022 Resenos pollcy The Charity commenced trading on 11 September 2019 with nil reserves. Since then. it has suffered losses and its ￿serveS position has therefore been negative. The Charity's assets are sufficient to meet its obligations. however income for the year continued to be affected by COVID-19 which has had a significant effect on working capital. At the end of the year131 August 20221. there were restricted funds of £126,625 and no material amounts designated or otherwise committed. The reserves policy now and in the future is to build up resources by means of annual operating surpluses whilst continuing to invest in resources for current and future pupils. Investment pollryand objertfves The School h3d a beneficial interest in an in¥estment at a value of £165,613 at 31 August 2021. which was disposed of during the year under review. This was 23% of the shares held by Downside Abbey General Trust and remained in the name of the Trust. The percentage tranSfer￿d to the School's ownership is stated in the legal Separation Agreement between the Trust and the School. The School also has a beneficial interest in shares in Telecom Plus PLC to the value of £117,(M)O as 31 August 2022131 August 2021- £61.800). These are also held in the name of Downside Abbey General Trust and stated as transferred to the School under the terms of the Separation Agreernent. Pylncipal risks and uncertainties The Governors are responsible for the mana8ement of the risks faced by the Charity. Oetailed considerations of the risks are delegated to the General Finance and Resources Committee. which is assisted by the Head and the Director of Finance. Risks are identified, asse55ed and controls are established throughout the year. A formal review of the Charity's Risk Management process is undertaken on an annual basis. The key controls used by the Charity include Fonnal agendas for all Committee and Board actNities; Detailed terms of reference for all Committees: Comprehensive strategic plannin& budgeting and management accounting- Estsblished organisational structure and lines of reporting: Fom)al written policies: Clear financial authorisation and approval levels: and Vetting procedures as required by law for the protection of the vulnerable. Page 12

th)cuSgn En¥el¢pe ITr 44A9826¢-BAF8415M2FW018E69EEB4 Downside School Strategic Report for the Year Ended 31 August 202Z Through the risk management process established for the Charity, the Governors are satisfied that major risks are identified and appropriately mitigated where possible. Principal risks are identified as being: Maintaining pupil numbers: and The bank withdramng its loan facility: and Political policy in relation to independent schools. It is recognised that systems can only provide reasonable but not absolute assurance that major risks have been adequately mana8ed. Flnancial rlsk management The Charitws operations expose it to a variety of financial risks that include the effects of changes in credit risk. liquidity risk and interest rate risk. The School is exposed to credit risk as its main customers are the parents of pupils. It discusses payment terms with parents and agrees payment plans where required. The School is exposed to liquidity risk but minimises the exposure by actively monitoring its monthly cash flow. Similarly, the School is also exposed to a rise in interest rate5 which it takes into account in its budgeting. In addition, the Charity has in place a risk management programrne that seeks to limit the adverse effect on the financial performance of the Charity. Going concern The Governors have prepared the financial statements on a going concern basis as. in their opinion. the School is able to meet its obligation5 as they fall due. The School is forecasting surpluses in both the 2023 and 2024 financial years however will not return to positive cashflows until September 2024. The School is mindful of the 'c05t of living, and inflation-related pressures faced. together with Some political and economic uncertainty that might adversely affect pupil recruitment. This has been factored into its financial forecasts and planning through to August 2025. Cash availability is dependent on the receipt of a donation due from Downside Abbey General Trust in the 2024 financial year. together with much improved fee debtor collection and control of costs. These conditions indicate. however that a material uncertainty exists that may cast significant doubt on the School's ability to continue as a going concem. Page 13

DOC￿8￿jn En¥dope ID". 44A9828￿w84lWl￿6DlO￿EEB4 Downslde Sch( Strategic Report lor the Year Ended 31 Au8USt 2022 To mitigate this the School has taken steps to increase pupil recruitment and retention. including plans to refurbish an existing building to provide a new sixth form centre to help retain more pupils post-GCSE and attract loc31 day pupils into the sixth form. This work will be completed during the 2024 financial year usin8 capital investment funds allocated under the School's catering contract. The School has also agreed with Downside Abbey General Trust to repurpose the £4 million that was due to the School under the Separation Agreement to ensure the School has sufficient resources to meet its operational needs and to ensure the repayment of the bank loan by August 2024. In addition, Downside Abbey General Trust has agreed to meet all capital and interest payments relating to the bank loan from I September 2023 until the date it is repaid in full. Robust financial controls have been implemented to ensure the timely collection of fee debtors and to ensure that costs are contained and kept in line with budget. together with regular financial reporting to monitor performance. Having considered all of the above. the Governors consider that it is appropriate that the accounts are prepared on a going concern basis and are confident that the measures bein8 taken will secure the future of the School. Plans for future perfods We use historical data and trends {alon8 With other information gathering and research} as the basis for forecasting pupil numbers. The number of pupils at the School dictates the allocation of resources and so our long term strategic plan and forecasts may change depending on factors Such as uncertainty in the wider economy or Government imposed statutory or regulatory changes. The strategic report was approved by the Govemors of the charity on 30 August 2023 and signed on its behalf by: J M Ludlow Governor Page 14

ErNdcye ID." 44A9826C.WB41W(kC6D18EWJEE84 Oown5ide School Statement of Governors, Responslbllitles The Governors (who are a150 the director5 of Downside School for the purpose5 of company lawl are responsible for preparing the Governors, report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards {United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland.. Company law requires the Govemors to prepare financial statements for each financial year. Under company law the Governors must not approve the financial stètemeDt5 unless thev are satisfied that they give a true and fair wew of the state of affairs of the charitable company and of the incoming resources and application of resources. including Its income and expenditure, of the charitable company for that period. In preparing these financial statements. the Governors are required to: select suitable accounting policies and apply them consistently: • observe the methods and principles in the Charities Statement of Recommended Practice (SORPI: • make judgements and estimates that are reasonable and prudent,. state whether applicable accounting standards. comprising FRS 102 have been followed. subject to any material departures disclosed and explained in the financial statements- and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in busine55. The Governors are responsible for keeping proper accounting re(ord5 that can 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. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Governors are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company's website. Legislation governing the preparation and dissemination of financial statements may dtffer from legislation in other jurisdictions. Approved by the Govemors of the charity on 30 August 2023 and signed on its behalf by: J M Ludlow Governor Page 15

DoDJSign En¥ekpe K)." 44A982e&4AFB41*82F1￿8DIaE￿F84 Independent Auditor's Report to the Members of Downside School Opinlon We have audited the financial statements of t)own5ide School (the 'charity'} for the year ended 31 August 2022. which comprise the Statement of Financial ActNities, Balance Sheet. Statement of Cash Flows. and Notes to the Financial Statements. including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is United Kingdom Accounting Standards, comprising Charities SORP - FRS 102 'The Financial Reporting Stsndard applicable in the UK and Republic of Ireland, and applicable law (United knngdom Generally Accepted Accounting Practicel. In our opinion the financial statements: give a true and fair wew of the state of the charity's affairs as at 31 August 2022 and of its incoming resources and applbcation of resources, includin8 its income and expenditure. for the year then ended: have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice: and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for oplnlon We condurted our audit in accordance with Intemational Standards on Auditing IUKI IISAS (UKI} and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the charity 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 responsibilitie5 in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basi5 for our opinion. Conclu51ons relatlng to zolnz concern We draw attention to the disclosures made in note I to the financial statements concerning the School's ability to continue as a going concern. The School is forecasting surpluses for the 2023 and 2024 financial years and the 2023 and 2024 budgets show this being maintained with positive cashflows. The School has an agreement with Downside Abbey to fully repay its outstanding bank loan and also has taken a number of steps to improve cashflow. Cash availability is dependent upon a donation being received from Downside Abbey, along with a robust fee debtor collection process as well as putting in place measures to ensure costs are kept in line with budgets. These conditions, along with other matters explained in note I to the financial statements indicate the existence of 3 material uncertainty which may cast Si8nificant doubt on the School's ability to continue as a going concern. Our opinion is not modified in respect of this matter. Page 16

Docusgn Envelope ID.. l4A982e£.wB415&82F(￿c6oI8EG9EE84 D¢)wnslde 5¢hool Independent Auditor's Report to the Members of Downside School Other informatlon The Governors are responsible for the other information. The other information comprises the infomiation included in the annual report, other than the financial statements and our auditorfs report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report. we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements. our responsibility is to read the other information and. in doing so. consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements. we are required to determine whether there is a material misstatement in the financial Statements or a material misstatement of the other information. If, based on the work we have perfonned. 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. Opinion on other matter prescribed by the Companies Art 2006 In our opinion. based on the work undertaken in the course of the audit.. the information given in the Strategic Report and Governors. Report for the financial year for which the financial statements are prepared is consistent with the financial Statements.. an the Strategic Report and Governors, Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of our knowledge and understsnding of the charity and its environment obtained in the course of the audit. we have not identified material misstatements in the Strategic Report and the Governors, Report. We have nothing to report in respect of the following matter5 where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us: or the financial statements are not in agreement with the accounting records and returns: or certain disclosures of Governors, remuneration specified by law are not made. or we have not received all the information and explanations we require for our audit. Page 17

DoaJ&w En¥elope ID.. 44A982fL.W841Se￿￿Dl8E69EE8¢ Downside Sthool Independent Auditor's Report to the Members of Downside School Responslbllities of Governors As explained more fully in the Statement of Governors. Responsibilities (set out on page 151. the Govemors 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 Governors determine is necessary to enable the preparation of financial statements that are free from material misststemenl. whether due to fraud or error. In preparing the financial statements. the Governors are responsible for assessing the charity's ability to continue as a going concern. disclosing, as applicable. matter5 related to going concern and using the 80ing concern basis of accounting unless the Governors either intend to liquidate the tharity or to cease operations. or have no realistic alternative but to do so. Auditor responslbilities for the audit of the financlal ststements 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 auditorfs report that includes our opinion. Reasonable assurance is a high level of assurance. but is not a guarantee that an audit conducted in accordance with ISAS IUKI will always detect a material 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. The extent to which our procedures are capable of detectin8 irregularities, including fraud is detailed below- Page 18

Downslde Sthool Independent Auditorfs Report to the Members of Iyownslde school Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities. outlined above. to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities. including fraud. 15 detailed below. We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates. and considered the risk of acts by the company that were contrary to applicable laws and regulation5. including fraud. We designed audit procedures to respond to the risl recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by. for example, forgery or intentional misrepresentations. or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements. includin& but not limited to. the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described alx)ve and. the further removed non-compliance with laws and regulations is from the events and transaction5 reflected in the financial statements. the less likely we would become aware of it. We did not identify any key audit matter5 relating to irregularities. including fraud. As in all our audits. we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there wa5 evidence of bias by the directors that represented a risk of material misstatement due to fraud. Use of our report This report is made solely to the charitable company's Governors. 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 charity's Governors those matters we are required to state to them in an auditorfs 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 its Governors as a body, for our audit wort for this report. or for the opinions we have formed. Page 19

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Downslde School Statement of Financial Artivities for the Year Ended 31 August 2022 (Including Income and Expenditure Account and Statement of Total Recognised Gains and Losses) Total 31 August 2022 Unrestrirted Restricted funds funds Note Income and Endowments from: Donations and legacies Charitable activities Other trading activities Investment income 662.368 8.760,448 139.043 5,131 403,335 126.625 788,993 8.760,448 139,043 5,131 403.335 Other income Total income 9.970,325 126.625 10.096.950 Expenditurebn: Raising funds Charitable activities (392,7561 110.337.5491 1392,7561 110,337,549) Total expenditure Gain5llos5es on investment assets (10.730.305) 55.2(X) 110,730,3051 55.200 Net lexpenditurellincome 1704,7801 126,625 1578.1551 Net movement in funds {704.780) 126.625 {578,1551 Reconciliation of funds Total funds brought forward 11.873.670) 11.873,6701 Total funds carried forward 18 12.578.450) 126.625 12,451,825) The notes on pages 27 to 45 form an integral part of these financial statements. Page 21

Downslde 5th(￿1 Statement of Finan¢lal Activiknes foi the Year Ended 31 August 2022 (Includin8 Income and Expenditure A¢￿￿nt and Statement of Totsl Recognised Gains and Losses) Totsl l February Unrestricted to 31 August funds 2021 Note Income and Endowments from: Donations and legacies Charitable activities 265.497 3.981.088 78,399 1,467 59,867 265.497 3,981,088 78.399 1,467 59,867 Other trading activities Investment income Other income Total income 4.386,318 4,386.318 Éxpenditure on: Raising funds Charitable activitles (338.0461 1338.0461 15.261,0951 15.261,0951 Total expenditure Gainsllosses on investment a55ets {5.599.141) 15,599.141) 3,516 3.516 Net expenditure 11,209.3071 11,209,307) Net movement in funds 11,209,307) (1.209.307) Remnciliatlon of funds Total funds brought fonvard 1664.363) 1664.363) Total funds carried forward 18 11,873,670) 11.873,6701 All of the chariws actiwties derive from continuing operations during the above two periods. The note5 on pages 27 to 45 form an integral part of these financial statements. Page 22

Docusw ErNdopE ID." 4449826C.WB41SM2FlbC8018E89EE84 Downside School {Registration number: 11751009) Balance Sheet as at 31 Au8USt Z022 31 Augurt 2022 31 August 2021 Note Flxed assets Tangible assets Investment5 li 2,111,430 117,OCKI 1,860,286 227,413 12 2,228,430 2,087,699 Current assets Stocks 13 125.456 919.327 1.027.449 117.044 913,483 996.913 Debtors 14 Cash at bank and in hand 2.072,232 2,027.440 Credltors: Amounts falllng due wlthln one year 15 {4.485,6621 13,637,2131 Net current liabililies 12,413.4301 11.609,7731 Totsl assets less current liabilities 1185.IXK)I 477,926 Creditors: Amounts falling due after more than one year 16 12.266.825) 12.351,5961 Net Ilabllltles 12.451,8251 11.873,6701 Funds of the charlty: Restrlrted Income funds Restricted funds 126.625 Unrestrlrted Income funds Unrestricted funds {2.578,4501 11,873.6701 Totsl funds 12,451.8251 11,873,670> The notes on pages 27 to 45 form an integral part of these financial statements. Page 23

Doujslgn En¥elcy10.. 44A9B26C-&qFB41￿FO($￿l¥￿EEBl Downslde School IRe8lstratlon number: 117510091 Balance Sheet as at 31 August 2022 The financial statements on pa8es 21 to 45 were approved by the Governors, and authorised for issue on 30 August 2023 and signed on their behalf by: J M Ludlow Governor The notes on pages 27 to 45 form an integral part of these financial Statements. Page 24

Downside School Ststement of Cash Flows for the Year Ended 31 Augurt 2022 Year ended 31 August 2022 l February to 31 August 2021 Note Cash flows from operating artivitie5 Net cash expenditure 1578.1551 {1.209.3071 Adjustments to cash Ilows from non-cash items Depreciation Revaluation of investments 359,265 {55.2Tr)1 {274.0901 215.536 {3,5161 1997.2871 Worklng capttal adjustments Increase in stocks (Increaselldecrease in debtors Increase in creditors Increase/{decrea5e) in deferred income 13 18,4121 15,8441 430.251 411.807 (117,0441 1.188,519 141,334 {284,1341 14 15 16 Net cash flows from operating activities 553.712 168.6121 Cash flows from Investinz artivities Purchase of tangible fixed assets Acquisition of investments in subsidiary undertakings Disposal of investments in subsidiary undertakings Sale of investments li (610.4091 1411,6451 iii 12 165,613 Net cash flows from investing activities 1444.7961 (411,6451 Cash flows from financing artivities Value of new loans obtained during the period Repayment of loans and borrowings 500,000 {572,4021 15 178,3801 Net cash flows from financing activities 178,3801 172,4021 Net increase/(decreasel in cash and cash equivalents 30.536 1552,6591 Cash and cash equivalentsat I September 2021 996.913 1,549,572 Cash and cash equivalentsat 31 August 2022 1.027.449 996.913 The notes on pages 27 to 45 form an integral part of these finaTKial statements. Page 25

0rKu&gn En44ope10". 44A9628CA4F￿Is&¥2F￿IeE6gE￿ry1 Downside School Statement of Cash Flows for the Year Ended 31 August 2022 Year ended 31 August 2022 l February to 31 August 2021 Recon¢lllatlon of net cash flow to mo¥ement In net funds Increaselldecreasel in cash Cash outflow from repayment of loans 30.536 (78,3801 (552,6591 172.4021 Change in net debt resulting from cash flows (47.844) 1625,061} Net fund5 at I September 2021 and l February 2021 996,913 1,549.572 Net funds at 31 August 2022 and 31Augvst 2021 949.069 924,511 All of the cash flows are derived from continuing operations durin8 the above two periods. The notes on pages 27 to 45 fom) an integral part of these financial statements. Page 26

00cu&￿ Enveknpe ID. 44A9828C.w￿l￿?F1>CfjDI8EG9EE84 Downside School Notes to the Financial Ststements for the Year Ended 31 August 2022 l A¢¢ountlng pollcles Company information Downside School is a charity. registered number 11847tY). is a Public Benefit Entity registered as a Charity in England and Wales and is a Company Limited by Guarantee. The accounting police5 of the School. which have been applied consistently throughout the year, are listed below. Basis of accounting The financial statements have been prepared in accordance with the Charities.. statement of Recommended Practice lapplicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland {FRS 10211 {issued in October 2019) - (Charities SORP IFRS 10211, the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. The financial statements are prepared in sterlin& which is the functional currency of the School. Monetary amounts in these financial statements are rounded to the nearest pound. Golng concern The Governors have prepared the financial statements on a going concern basis as, in their opinion. the School is able to meet its obligations as they fall due. The School is forecasting surpluses in l)oth the 2023 and 2024 financial years however will not return to positive cashflows until September 2024. The School is mindful of the 'cost of living, and inflation-related pressure5 faced. together with some political and economic uncertainty that might adversely affect pupil recruitment. This has been factored into its financial forecasts and planning through to August 2025. Cash availability is dependent on the receipt of the final donation due from Downside Abbey General Trust in the 2024 financial year, together with much improved fee debtor collection and control of costs. These conditions. however indicate that a Material uncertainty exists that may cast significant doubt on the School's ability to continue as a going concern. Page 27

Downside School Notrs to the Flnancial Statements for the Year Ended 31 August 2022 To mitigate this the School has taken steps to increase pupil recruitment and retention, including plans to refurbish an existing building to provide a new sixth form centre to help retain more pupils post-GCSE and attract local day pupils into the sixth form. This work will be completed during the 2024 financial year using capital investment funds allocated under the School's catering contract. The School has also agreed vth￿th l)ownside Abbey General Trust to repurpose the £4 million that was due to the School under the Separation Agreement to ensure the School has sufficient resources to meet its operational needs and to ensure the repayment of the bank loan by August 2024. In addition. Downside Abbey General Trust has undertaken to repay the loan and to make all capital repayments and interest payments from I September 2023 until the date when the loan is repaid in full. Robust financial controls have been implemented to ensure the timely collection of fee debtors and to ensure that cost5 are contained and kept in line with budget. together with regular financial reporting to monitor performance. Having considered all of the above. the Governors consider that it is appropriate that the accounts are prepared on 3 going concern basis and are confident that the measures being tsken will secure the future of the School. In¢omlng resources Income is recognised in the period in which the School is entitled to receipt and the amount can be measured with reasonable certainty. Fees receivable and charges for ser¥ices and use of the premises are accountable for in the period in which the service is provided. Fees receivable are stated after deducting allowances, scholarship5 and other remissions granted by the School. The School offers means tested bursaries and Scholarships which carry a monetary value of remission which is deducted from gross fees. Discounts are also offered to siblings of current pupils. military families and pupils whose parents and grandparents previous￿ attended the School. Donutlon5 and legacles Donations and any associated income tax reclaimable from HM Revenue and Customs are recognised on a receivable basis. Donations received for the general purpose of the Charity are credited to unrestricted funds. Donations subject to specific wishes are carried to relevant restrirted funds. Legacies are accounted for as they are received or if. before receipt, it becomes reasonably certain that the legacy will be received and the value of the le8acy can be measured with reasonable certainty. Page 28

Docu&gn Envdope ID". 44A982GC.BhF￿f5￿82F(kC6D1BE89EEB4 Downside School Notes to the Financial Statements forthe Year Ended 31 August 2022 Gmnts recelvoble Grants are recognised when the charity has an entitlement to the funds and any conditions linked to the grants have been met. Where performance conditions are attached to the grant and are yet to be met, the income is recognised as a liability and included on the balance sheet as deferred income to be released. Resources expended Resources expended are accounted for in the period in which they are incurred. Anv irrecoverable element of Value Added Tax is included with the item of expense to which 15 relates. Where an item of expenditure falls directly within one cost category. it is attributed to that category only. Where expenditure involves more than one category, it is apportioned on a reasonable and justifiable basis. Governance costs These include the costs attributsble to the charitys compliance with constitutional and statutory requirements, including audit. strategic management and governors, meetings and reimbursed expenses. Tangible fixed assets Tangible assets are held on the balance sheet at cost less accumulated depreciation. C05t includes the purchase price of the asset plus all costs incurred in bringing the asset in to use. Subsequent expenditure is capitalised where it extends the life or increases the value of the asset. Depreciation and arnorti5ation Tangible fixed assets are depreciated on a straight line basis over the following periods". Asset class Depreciation method and rate Equipment, fixtures and fittings 3 to 20 years straight line Motor vehicles 5 years straight line The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset. and is recognised in net income/lexpenditurel for the year. Page 29

Downside Sthool Notes to the Flnancial Statements for the Year Ended 31 August 2022 Listed investments Investments are shown in the balance sheet at market value at the balance sheet date. Realised and unreali5ed gains and losses on investment assets are included in the Statement of Financial Activities in the year in which they arise. Investment income is credited to income on an accruals basis. Trade debtors Debtors are recognised at the corresponding transaction value. Trade credltors Creditors are recognised where the School has a present obligation which results from a past event that in all probability. will result in the transfer of funds to a third party and the amount due to settle the obligation can be reliably measured. Deferred income The School offers parents the opportunity to pay for up to five years tuition fees in advance in accordance with a written contract. This is treated as deferred income until the pupil joins the School whereupon. the fee for each School term are charged against the remaining balance and taken to income. All amounts are included within creditors due within one year as the amounts are repayable on demand if the pupil leaves. Retlrement beneffts Prior to 31 December 2020. 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. That 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 FRS 17, the Scheme has been accounted for a5 a defined contribution scheme. The School exited the Teachers, Pension Scheme with effect from 31 December 2020 and a new defined contribution scheme with Aviva has been provided in its place. All other pension arrangements are defined contribution schemes where the assets of the Schemes are held Separately from those of the School in an independently administered fund. In all cases. the pension cost charges ￿present contributions payable by the School to the fund. Page 30

DocuSiBn En￿(￿ ID". 44A9W￿F841Sm2F[kC60l8E89EEB• Downslde khool Notes to the Financial Statements for the Year Ended 31 August 2022 Charftable funds Unrestricted funds are available for use at the discretion of the Governors in furtherance of the general objectives of the School and have not been designated for other purposes. Restricted funds are funds which are to be used in accordance with specific restrictions imposed by the donors or which have been raised by the School for a specific purpose. The osts of raising and administering funds are charged against the specific fund. The aim of each restricted fund is set out in the notes to the financial statement5. Critl¢al ac¢ountlng judgements and estlmatlon uncertalnty The following are considered to be critical accounting judgements made in applying the School's accounting policies- The following significant estimates and assumptions have been made in applying the School's accounting policies: The annual depreciation charge for fixed assets is sen51tive to changes in the estimated useful economic lives of assets. Estimated lives are reassessed annually and considered to reflect the remaining life of an asset. The School make5 an estimate of the recoverable value of trade and other debtors. Factors such as the ageing profile of the debtofs and historical experience are taken into account. Bad debts are considered on a case by case basis by taking into account the likelihood of recovery. Oebts are written off by approval of the Governors if this is deemed appropriate. Leases Leases in which substsntially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable under operating leases are charged in the Statement of Financial Activities on a straight line basis over the lease term. Government grants Government grants, as received in 2021 and relating to the UK Government's Covid Job Retention Scheme. are recognised based on the accrual model and are measured at the fair value of the assel received or receivable. Grants are classtfied as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant Telatin8 to an asset is deferred. it is recognised as deferred income. Page 31

Donations includes £300,000 received from Downside Abbey General Trust (2021: £Nil).

Docusgn Envdope ID.. 4W826C.WB415M2FtNC6D18E69EE84 Downside School Notes to the Flnancial Statements for the Year Ended 31 August 2021 4 Net expenditure The net expenditure for the period is stated after charging: l February to 31 August 2021 31 August 2022 Depreciation Auditors remuneration 359.265 18.870 85,684 17,165 57.IXJI 214.230 42.880 59,316 2,468 42.540 Loan interest Bank charges Bad debt provision 537,985 361.434 S Income from other trading artivitie5 l Febrnary to 31 August 2021 Unrestricted funds 31 August 2022 Trading income: School shop Pitch and nets hire Events income: Shows and events 96.935 1.175 96,935 1,175 78.399 160 160 Recharges to Downside Abbey General Trust 40.773 40,773 139.043 139.043 78,399 Page 33

Downside S¢h¢)ol Notes to the Flnancial Statements for the Year Ended 31 August 2022 6 Other Sncome Totsl Funds 31 Au8USt 2022 Total l February to 31 August 2021 Unrestrlcted funds Fees and supplies Rental income Other income 19,344 383.991 19,344 383,991 59,867 403.335 403.335 59,867 7 Expendlture on charitable artivitles Total I February to 31 August 2021 Total year ended 31 Teachlng Welfare Premises Support August 2022 3,947.322 785.574 448,371 922,238 6,103.505 Stsff costs Expenditure on raising funds Depreciation and impairment Other costs Governance costs 3.286,240 392,756 392.756 339,353 355,027 441,591 1.230.925 1.203.530 861.876 355,027 3,737.922 215,537 1.671,037 141.095 141.095 86.947 4,388.913 2.016.499 2,(MJ6.928 2.317,965 10.730.305 5,599,114 Analysls by fund Unrestricted funds 4.388,913 2,016.499 2.[￿.928 2,317.965 10,730,305 For the period I Februaryto 31 August 2021 Unrestricted funds 2.386,430 914,427 1.1x18.172 1.290,112 5,599,141 Page 34

Oocu&gn Envelope ID.. 44A982ec-￿1￿2Fl￿￿D18E69EE8¢ Downside School Notes to the Financial Statements for the Year Ended 31 August 2022 8 Anatysls of govemance and support costs Governan￿ costs l February to 31 August 2021 Unrestricted funds 31 August 2022 Audit fees Audit of the financial statements Legal and professional fees Governors expenses 18.870 119,578 2.646 18,870 119,578 2.646 42,880 43,602 492 141.094 141,094 86.974 9 stsff msts The aggregate payroll costs were as follows: l February to 31 August 2021 31 August 2022 Staff costs during the year were". Wages and salaries Social Security costs Pension costs 5.011.405 464.854 522,749 104,497 2,708,125 241,813 298,769 37,533 Other staff c05tS 6,103,505 3.286.240 Page 35

EwSvJn Enwlwe K).. 44A9826CWB41MFfC6D18E6EB4 Downslde School Notes to the Financlal Statements for the Year Ended 31 August 2022 The monthly average number of persons {includinE senior managemeni / leadership team) employed by the charity during the year was as follows.. l February to 31 August 2021 No 31 August 2022 No Teaching Other 70 127 125 197 189 Key management personnel of the School are deemed to be the Senior Leadership Team. The total amount paid to key management personnel. including employers pension, National Insurance contributions and any benefits in kind was £552,953 {seven months to 31 August 2021 _ £386,741). The Governors received no remuneration. Governors were reimbursed travel and training expenses totalling £2.646 {seven months to 31 August 2021- £492). The number of employees whose emoluments fell within the following bands was.. l February to 31 August 2021 No 31 August 2022 No £60,001- £70.ofM) per annum £70,001- £80,LMXI per annum £120.(Kll - £130,OtKI per annum £130,001- £140.CKKI The pension contributions included within the above bands amounts to £58,936 (seven months to 31 August 2021- £38.1931. During the year tem)ination payments were made totalling £5.630 (period to 31 August 2021: £NIII. Page 36

OorJJ&w En￿lope ID". 44A9826C-&4FB41¥A2F¢K6D18E6 Downslde School Notes to the Financial Statements for the Year Ended 31 August 2022 IOTaxatlon The School is a registered charity and as such. is entitled to certain tax exemptions on income and profits from investments and surpluses on any trading activities carried on in furtherance of the School's primary objectives if these profits and surpluses are applied solely for charitable purposes. 11 Tangible fixed assets Furniture and equlpment Land and buildings Motor ¥ehl¢les Total Cost At I September 2021 Additions 177.476 243.547 2.398,918 366,862 4.0￿ 2,580,394 610,409 At 31 August 2022 421.023 2,765,780 4.OCKI 3,190,803 Depreciation At I September 2021 Charge for the year 1.07S 3.438 717.766 355,027 1.267 720,108 359,265 At 31 August 2022 4.513 1,072.793 2,067 1,079.373 Net book value At 31 August 2022 416.510 1.692.987 1,933 2,111,430 At 31 August 2021 176,401 1.681.152 2.733 1.860.286 12 Fixed asset investments l February to 31 August 2021 31 August 2022 Other investments 117,000 227.413 Page 37

Oow4n E￿lop9 ID.. 44A882eCWF￿ly￿￿l￿6Dl8E￿EE84 Downslde Sthool Note5 lo the Flnancial Statefflents for the Year Ended 31 August 2022 Other investments Listed Unllsted investments investments Total Cost or Valuatlon At I September 2021 Revaluation 61.81Y) 55,2(Kl 165.613 227.413 55.2(K) 1165.6131 1165,6131 Disp05als At 31 August 2022 117,000 117,000 Net book value At 31 August 2022 117.(KKI 117,000 At 31 August 2021 61.800 165,613 227,413 Downside School held a beneficial interest in an unlisted investment fund jointly with Downside Abbey General Trust. The School had a 22% beneficial interest in this joint holding. The listed investment represents a beneficial interest in 6,(KN) shares held in Telecom Plus PLC. 13 Stock l February to 31 August 2021 31 August 2022 School shop 125,456 117.044 Page 38

DoCU￿n Erwelope ID.. 44A9826C.w8415fA2Fl￿￿l￿E69E£B4 Downslde School Notes to the Financial Statements for the Year Ended 31 August 2022 14 Debtors l February to 31 August 2021 31 August 2022 Trade debtors Prepayments and accrued income Other debtors 367.616 391.649 160.062 594,422 217,587 101.474 919.327 913.483 Trade debtors above are stated net of bad debt provisions totalling £181.928 (period to August 2021- £180.5751 15 Credltors: amounts falling due within one year l February to 31 August 2021 31 August 2022 Bank borrowings Trade creditors Other taxation and social security Other creditors 154.517 352.5(KJ 221,139 1.320.588 497.396 1,657,701 281.821 148,126 104,694 168,271 1.308.307 380,1 1,340,596 187.119 Accruals Fees in advance Advance fee5 scheme 4,485.662 3.637.213 Page 39

DouJ&w Enth)w D.. 44A982eL-BWIS&82FOU018E6EB4 Notes to the Financial Ststements for the Year Ended 31 August 2022 Fees received under the fees in advance scheme will be applied as follows: l February to 31 August 2021 31 August 2022 Within I to 2 years Within 2 to 5 years 129,073 152.748 116.980 70.139 281,821 187,119 The advanced fees balance represents the accrued liability under the contracts. Capital movements during the peiiod were: l February to 31 August 2021 31 Au8llSt 2022 Balance brought forward New contracts 187.119 190,192 195,4901 297.036 Amounts utili5ed 1109,9171 187.119 281.821 16 Cred6tors: amounts fallin£ due after one year l February to 31 August 2021 31 August 2022 Bank loan 2,266,825 2.351,596 Page 40

Downside School Notes to the Flnancial Statements for the Year Ended 31 August 2022 The bank loan was adopted as part of the separation of the School from Downside Abbey General Trust and has 3 term of five years from the separation date. The bank loan is secured against the main School site which is leased from Downside Abbey General Trust for a period of 125 years. The ageing of the bank loan falls to be repaid as follows- l February to 31 August 2021 31 August 2022 Due within one year Due within one to two years Due within three to five years 154,517 2.266,825 148,126 154.517 2,197.079 2.421,342 2.499.722 17 Obligations under leases and hire purchase contracts The annual commitments under non-cancellable operating lease5 were- l February to 31 August 2021 31 August 2022 Land and bulldings Within one year Between one and five years After five years 273,940 1.629,167 49.158,331 334,758 1,383.633 50.220.832 51,061,438 51.939.223 Fixtures and ffttings Within one year Between one and five years 33.941 28,661 35.620 18.057 62,602 53,677 Operatlng leases for land and buildings principally relate to the long term lease granted by Downside Abbey General Trust for the School premises. Page 41

DpuJ&gn En¥*h)pe ID.. 4449826C-&4FB415fy82F(F(ZD18E69EE84 Downslde Sthool Notes to the Financlal Statements for the Year Ended 31 August 2022 18 Funds Balance at Other Balance at September Incoming Resources recognised 31 August 2021 resources expended Ealnsl(losses> 2022 Unrestricted funds Unrestrictedfvnds Unrestricted funds 11,873.670) 9.970,325 (10.730.305) 55,200 (2.578,4501 Restrirted funds Sill Organ Scholarship 126.625 126.625 Total funds {1.873.670110,096.950 110.730.3051 55.200 12.451.825) Balance at Other Balance at l Febwary Incomlng Re5(wr¢es recognised 31 August 2021 reSOu￿e5 expended gainslllosses) 2021 Unre5trkted funds Unrestrlrtedfvnd5 Unrestricted funds 1664.3631 4,386.318 {5.599.1411 3.516 11.873.670) Page 42

DooJSlgn D.. 44A982fL.8AFPAj5&82F(￿coDI8E69EEB4 Downslde khool Notes to the Financial Statements for the Year Ended 31 August 2022 19Analysi5 of net liabilitie5 between funds Total funds 31 August 2022 Unrestrirted funds Restricted funds Tangible fixed assets Fixed asset investments Net current assets 2.111.430 117,(M)) 12.540,0551 12.266.82SI 2.111,430 117,000 12,413.4301 12,266.8251 126,625 Creditors over l year Total net liabilities 12.578.450) 126,625 12,451,825) Total funds 31 August 2021 Unrestricted funds Tangible fixed assets Fixed asset investments 1.860.286 1.860,286 227.413 227.413 {1.609.7731 11.609.773) 12,351,596) 12,351.5961 Net current assets Creditors over I year Total net liabilities 11,873,670) 11,873.6701 20 Penslon and other schemes The School has participated in the following pension scheme5: al The Teacher's Pension Scheme (defined benefit): and b) Defined contribution pension schemes. the assets of which are held separately from those of the School in independently administered funds. The total pension c05t charge represent5 contributions payable by the School to these schemes as follows= l February to 31 August 2021 31 August 2022 Defined contribution schemes 522,749 298.769 Page 43

DouJS4gn Ensekjpe ID". 44Ag826C-BAFPAI5&82FfyC6DieE69EEB4 Downslde Scho Notes to the Financial Statements for the Year Ended 31 August 2022 The following amounts had not been paid to the schemes at theyearond: l February to 31 August 2021 31 August 2022 Oefined contribution schemes 128,215 12,109 21 Contlngent assets As part of the School's separation Agreement. Downside Abbey General Trust undertook to contribute funds towards maintenance works to be carried out on the School estate. These works were capped at £4 million, with payments receivable as works were carried out. However, in order to support the School as it recovers frorn the COVID pandemic and seeks to re-establish profitability and positive cash flow. Downside Abbey General Trust has formedy agreed to repurpose this contribution in the form of artual donations of El million and reduced rent of premises from £425.(KX) to £212,SlJ) annually up to 31 December 2023. It has further undertaken to meet all interest and principal repayment obligations from I September 2023 under the loan in the School's name and to arrange its repayment in full by August 2024. of which £2.4 million is currently outstsnding. Contribution of the balance up to £4 million is to be clarified. with the intention of it being used to support the School. 22 Flnanclal Instruments Financial instruments are initially recognised at transaction value and subsequently measured at amortised cost with the exception of investments which are valued at fair value. Financial a55ets held at amortised cost comprise of cash at bank an in hand, together with trade and other debtors and fee debtors. A specific provision is made for debts where recoverability is in doubt. Cash at bank and in hand is defined as all cash held in instant access bank accounts and used as working capital. Financial liabilities held at amortised cost comprise of all creditors except social security and other taxes and provisions. Financial assets held at amorti5ed costs total £4.183.662131 August 2021- £3.887,7261 and held at fair value total £117.CKKI131 Au8USt 2021- £227.413}. Financial liabilities held at amortised costs totol £6.752,487 {31 August 2021- £5.988.8091. Page 44

Docusgn Envdope ID". 44A9826c-W8415M2Fl￿co010EG9£EB1 lknvnside School Notes to the Flnanclal Statements for the Year Ended 31 August 2022 23 Related party transa¢tions During the year ended 31 August 2022. transactions totalling £667,791 (seven months ended 31 August 2021- £408.5471 were paid to Downside Abbey General Trust where Very Rev Dom Nicholas P Wetz 15 a Trustee and controller of the Trust. The charges relate to services provided to the School and were charged at market value. During the year ended 31 August 2022, costs were recharged to Downside Abbey General Trust of £40.7731seven month period to 31 August 2021- £18.6991 As at the balance sheet date the amount due to the School from Downside Abbey General Trust was £58.336131 August 2021- £23.6731. The School reimbursed expenses to three directors totslling £6361seven months ended 31 August 2021- £Nil} during the year. The School paid a total of £2,010 (seven months ended 31 August 2021 - £4921 in Governors. expenses, during the year for the benefit of all Governors. Page 45