Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **REGISTERED COMPANY NUMBER: 01172432 (England and Wales) REGISTERED CHARITY NUMBER: 269264** ## **REPORT OF THE TRUSTEES AND** **FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025** ## **FOR** ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **(A COMPANY LIMITED BY GUARANTEE)** Chariot House Limited Chartered Accountants and Statutory Auditor 44 Grand Parade Brighton BN2 9QA Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **CONTENTS OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025** |||**Page**|| |---|---|---|---| |**Report of the Trustees**|1|to|7| |**Report of the Independent Auditors**|8|to|11| |**Statement of Financial Activities**||12|| |**Balance Sheet**||13|| |**Cash Flow Statement**||14|| |**Notes to the Cash Flow Statement**||15|| |**Notes to the Financial Statements**|16|to|23| Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the financial statements of the charity for the year ended 31 August 2025. The trustees have adopted the provisions of Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019). ## **OBJECTIVES AND ACTIVITIES Objectives and aims** The School's objects are to promote and provide for the advancement of education and in connection therewith to conduct, carry on, acquire and develop in the United Kingdom any boarding or day school or schools for the education of children of either sex or both sexes up to the age of eleven years or such other age as the council of management shall decide. The Governors achieve the School's objectives by providing a rewarding all-round education for every pupil via a strong foundation of key literacy and numeracy and, as children progress, a healthy balance between academic rigour and other artistic, musical, sporting, intellectual and outdoor pursuits. Importantly, the School aims for pupils to be good people: sociable, kind, respectful and able to demonstrate a charitable spirit; to give children a sense of belonging, community and respect for others. The School's broad and balanced curriculum, experienced staff and small classes are designed to promote an education tailored to individual needs, encouraging children to develop their particular talents and abilities. The School's aim is to lay strong foundations for each child's future, helping them to develop confidence, a sense of self and their potential. We also endeavor to instill in them a love of learning, a love of exploration, and to encourage in them great effort and enthusiasm. High academic standards and achievement are encouraged and celebrated. Within our School, children are encouraged to respect people from different faiths, cultural and racial backgrounds and who hold different beliefs. Parents support the School by embracing the ethos of the School, working alongside us to help our children become valuable and rounded members of society ready for their transition to Secondary school. Page 1 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **OBJECTIVES AND ACTIVITIES** ## **Key Performance Indicators** The key financial performance indicators reviewed by the School's Governors include the Annual Budget and forecast and actual performance against Budget. Where possible comparisons may be made with other Independent Schools by reference to published data including such indicators as teacher/staff pupil number ratios and cost per pupil. Parent and staff surveys and other qualitative measures such as meeting with these key stakeholders are normally employed to monitor performance. ## **Significant activities** We continue to provide a rich and varied curriculum. This is the fourth year we have included Drama as a curriculum subject as well as Beach School. We continue to promote experiential learning as a key part of our provision and look to develop our Forest School area. School trips for each year group included: Reception visited Theatre Royal and Dyke Park. Year 1 went to Brighton Toy Museum and Dyke Park Year 2 Brighton Pavilion, Wakehurst and Volks Railway were attended. Year 3 enjoyed a day at Brighton Museum and Volks Railway. Year 4 went to the SeaLife Centre, Tate Modern and Chichester Festival Theatre Year 5 were fascinated by their visits to Devonshire Park Theatre, Herstmonceux Science Observatory, National Film Theatre and Yellowave. And Year 6 attended a trip to the London show WICKED and visited the Houses of Parliament, a Mountain Trek! to Stanmer Park and a tour of an authentic WW2 Air Raid Shelter. In addition, so far this year each year group from years 1 to 6 has enjoyed two days at the beach as part of our new Beach School initiative. The Music department continues to offer individual lessons for lead guitar, trumpet, bass guitar, voice, saxophone, violin/viola, flute, cornet, and piano. Our wonderfully supportive parents have continued their commitment to improving the school. Pupils in the upper school are awarded posts of responsibility including Head Pupils, and various prefect roles. Windlesham operates a House system where Bodiam, Lewes and Arundel (named after local castles) compete in sporting, academic and general performance challenges. This is very popular with the pupils and helps them mix and make friends across different year groups and forms. Cross age mixing is further encouraged by allowing periods during lunch when all children from years 1 to 6 are permitted onto the playground together under close supervision. We also have buddy systems that work across all year groups through Nursery to Year 6 children. This practice of mixing year groups is a very important element in the creation of a family feel to the School. We continue to offer a range of sports for children and have enjoyed competing in various tournaments and swimming galas. Our clubs' provision is regularly under review and now includes roller skating, skateboarding, Fizz pop Science, Young Engineers, basketball, puzzle club, beat boxing, film and animation club and a host of other unique experiences. Page 2 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **OBJECTIVES AND ACTIVITIES Public benefit** The Governing Body has complied with the duty in Section 17 (5) of the Charities Act 2011 to have due regard to the Charity Commission's published general and relevant sub-sector guidance concerning the operation of the Public Benefit requirement under the Act. Part of the School's ethos is to provide an affordable private education and fees are kept low relative to other comparable establishments in order to make the School accessible to a wider range of families. Additional support, in the form of bursaries, is provided to assist families for whom the fees are not within reach. All bursary awards are means-tested and annually reviewed and awarded to ensure that this funding reaches the neediest families. The number of bursary awards this year was 28. The Governors are aware that many parents make a considerable sacrifice in order to fund their own children's education and want to ensure that the majority of income is invested directly into that provision. Additional Public benefits are provided in the following ways: a) Training and educational events for staff and parents are made available to people from other institutions. b) We offer some swimming pool sessions to maintained schools every week. c) We occasionally offer events on site which are open to members of the wider public. d) A close relationship continues with the local Church, The Church of Good Shepherd, with Christmas services held there, plus the loan of school furniture and equipment when needed by the Church. e) Charity Work. This year we have supported the following charities through a variety of events: Save the Children £145 Albion In The Community £163 Dementia UK £163 Red Nose Day 266 Raystede Charity £163 Cancer Research £163 ## **STRATEGIC REPORT** ## **Financial review** The results for the year are set out in the attached Statement of Financial Activities The majority of the School's income for the year was generated from pupil fees paid by parents. The School's policy is to ensure that its income after deduction of operating expenditure is invested in the School to ensure the highest standards in the education and facilities provided to pupils. Total funds decreased by £59,789 for the year (2024 decreased by £140,820). ## **Investment policy and objectives** The School's Memorandum and Articles of Association permit funds to be invested in such manner as the Governors see fit providing that such powers of investment are only exercised for the purpose of attaining the objects and in a manner that is legally charitable. ## **Reserves policy** The Governors are conscious of the need to protect the long term future of the school by creating suitable liquid reserves. On 23 April 2026, the School became a member of the Brighton College family of schools and for the 2027/28 academic year, another Brighton College family member, St Christopher's School, Hove, will co-locate on to the Windlesham site. The increase in pupil numbers should bolster the school's reserves. Page 3 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **STRATEGIC REPORT** ## **Future plans** Our facilities letting programme continues to expand significantly. We now let some parts of the School every school holiday and most weekends. We are delighted to be able to use our hall for regular events including film screenings, information evenings and fairs. We continue to seek new opportunities for events at the School. Academically, we have accrued a comprehensive collection of data from assessments and refined processes for interpreting this data. We are now able to track individual pupils and groups of girls, boys, English as an Additional Language pupils, Pupils with SEN needs, pupils with Child in Need plans etc. With each group, we can compare their progress to the rest of the school and plan accordingly for targeted additional support. We had our third year of pupils growing produce, which was very successful. Our wonderful chef, Rob, was happy to be involved and to be called whenever produce was ready to be harvested. This will continue to be something which our pupils are heavily invested in. We increased the amount of involvement of pupils in their school life by formalising the process for them to express their pupil voices. They complete an academic and a pastoral survey every term which is then shared with staff and followed up by form tutors. This process will continue to be developed in the future to ensure that more specific information is collected. There has been a further investment of time and money in developing children's enjoyment of the playground. We have guidance on behaviour and a range of toys for children to engage in different types of play. We have also improved the quality of play with an adventure play area for Upper School children to enjoy. The EDI governor ensured progress towards achieving a culture of equality, diversity and inclusion. As well as increasing training for all staff, we have a working party which is actively looking for ways to involve parents and promote diversity. On 23 April 2026, the School became a member of the Brighton College family of schools and will be rebranded Brighton College Prep Hove from 1 September 2026. Further, the School will from September 2027 welcome pupils relocating from St Christopher's School Hove, which has been occupying a local leasehold site. Exciting plans for the School have been announced including investment in the School site and a suite of new educational initiatives. The announcement of these changes has already attracted huge local interest from potential parents and children. ## **STRUCTURE, GOVERNANCE AND MANAGEMENT** ## **Governing document** The company's governing documents are its Memorandum and Articles of Association dated 18 March 1974, and amended on 23 April 2026, prior to the company became a member of the Brighton College group. The company is limited by guarantee and does not have any share capital. In the event of the company being wound up and unable to meet its debts, each member is liable to contribute up to a maximum of £1. ## **Governor training** The Board holds induction sessions for Governors who have joined the Board. All new Governors are provided with an induction pack containing statutory and non-statutory information. Sections of the pack are used to support the induction session. Potential Governors are invited as observers to Governors meetings. They are required to spend time with the Chair and Head Teacher to ascertain the nature of the Charity and the responsibilities of a Governor. Training is provided to update Governors on relevant company and charity developments. ## **Organisational structure** Governors retire and are eligible for election by rotation after three years. The Governors are elected at the School's AGM, one third of the Governors retire at each AGM but are eligible for re-election. Governors are recruited to fill any vacancy as it arises in accordance with the requirements of the Articles of Association of the company. The day to day management of the School is delegated to the Headteacher, the Deputy Headteacher, the Assistant Headteacher, the SENCO and the Bursar. Page 4 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **STRUCTURE, GOVERNANCE AND MANAGEMENT Key management remuneration** Through the Board of Governors, the School is responsible for setting the pay and remuneration of the School's key management personnel, the level of which is reviewed annually. In coming to its recommendations the Governors may seek advice from external independent experts and will arrive at their decisions after taking into account the purpose aims and values of the School, the strategic plan and the ability to pay, individual competencies and performance, remuneration levels at similar charities, and retention. These factors are not exclusive and any decision will inevitably include an element of discretion initially on the part of the Governors and ultimately on that of the School. ## **Fundraising** The School benefits from an enthusiastic group of parents who voluntarily fundraise for the School as "Friends of Windlesham". This dual-purpose body organises fun activities for fund raising with pupils, parents and carers and staff involvement such as Fayres and other social events including movie nights, bingo and quizzes. In fund raising neither the School nor the Friends of Windlesham employ any professional fund raisers. The School only approaches parents and carers of past and current pupils, plus past pupils themselves for donations. There were no complaints about any of this activity during the year. ## **Risk management** The Governors have examined the major strategic, business and organisational risks which the School faces and confirm that systems are in place to mitigate those risks. Key elements of the School's risk controls include strategic planning, emergency planning, budgeting and management accounting; established organisational structure and levels of authority; formal written policies; and vetting procedures for the safeguarding of pupils. ## **REFERENCE AND ADMINISTRATIVE DETAILS** ## **Registered Company number** 01172432 (England and Wales) ## **Registered Charity number** 269264 ## **Registered office** 190 Dyke Road Brighton East Sussex BN1 5AA ## **Trustees** Dr C A Mannion Watson Mr G Rowlands-Hempel (resigned 28/7/2025) Mr J Cornish Ms K Duckenfield Ms E Brown (resigned 5/6/2025) Mr D Berman (resigned 30/1/2025) Miss J Ridler-Baer (resigned 23/4/2026) Ms E Middleton (appointed 14/10/2024) (resigned 23/4/2026) Ms E C Dobson (appointed 14/5/2026) Ms L K Hamblett (appointed 14/5/2026) Mr A A Underwood (appointed 14/5/2026) ## **Company Secretary** Mrs S J Roberts ## **Senior Statutory Auditor** Shona Wardrop C.A. Page 5 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **REFERENCE AND ADMINISTRATIVE DETAILS Auditors** Chariot House Limited Chartered Accountants and Statutory Auditor 44 Grand Parade Brighton BN2 9QA ## **Headteacher** Mr N Matthew (Resigned April 2026) Mr P Smith (Since May 2026) ## **Head of Finance and Operations** Mrs S J Roberts ## **Bankers** Bankers HSBC 125 Church Road, Hove, BN3 2AN Lloyds Bank PLC 25 Gresham St London EC2V 7HN ## **STATEMENT OF TRUSTEES' RESPONSIBILITIES** The trustees (who are also the directors of Windlesham School Trust Limited 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Company law requires the trustees to prepare financial statements for each financial year. Under that law, the trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the 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 of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to - select suitable accounting policies and then apply them consistently; - observe the methods and principles in the Charities SORP; - make judgements and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to 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. Page 6 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** **REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 AUGUST 2025** ## **STATEMENT OF TRUSTEES' RESPONSIBILITIES - continued** In so far as the trustees are aware: - there is no relevant audit information of which the charitable company's auditors are unaware; and - the trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. ## **AUDITORS** The auditors, Chariot House Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. Report of the trustees, incorporating a strategic report, approved by order of the board of trustees, as the company 17 June 2026 directors, on ............................................. and signed on the board's behalf by: ........................................................................ Dr C A Mannion Watson - Trustee Page 7 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF WINDLESHAM SCHOOL TRUST LIMITED** ## **Opinion** We have audited the financial statements of Windlesham School Trust Limited (the 'charitable company') for the year ended 31 August 2025 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). ## In our opinion the financial statements: - give a true and fair view of the state of the charitable company's affairs as at 31 August 2025 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006. ## **Basis for opinion** We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical 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 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. The other information comprises the information included in the Annual Report, other than the financial statements and our Report of the Independent Auditors 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 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 the audit: - the information given in the Report of the Trustees for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Report of the Trustees has been prepared in accordance with applicable legal requirements. Page 8 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF WINDLESHAM SCHOOL TRUST LIMITED** ## **Matters on which we are required to report by exception** In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Trustees. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - 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 trustees' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. ## **Responsibilities of trustees** As explained more fully in the Statement of Trustees' Responsibilities, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. Page 9 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF WINDLESHAM SCHOOL TRUST LIMITED** ## **Our 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 a Report of the Independent Auditors 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Based on our understanding of the charity and its activities, and through discussion with the trustees and management, we identified the principal risks of material misstatement both at the financial statement level and at the assertion level. We considered these risks in the light of various factors including the level of complexity, subjectivity, uncertainty, potential management bias, fraud, materiality and any other relevant factors. We considered the extent to which these would have a material impact on the financial statements and designed our audit work accordingly. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: " We obtained an understanding of the legal and regulatory framework that the charity operates in, focusing on those laws and regulations that had a material effect on the financial statements or that had a fundamental effect on the operations of the charity from our professional and sector experience. " We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud, and reviewed significant or unusual transactions to identify their underlying supporting rationale " We inspected the minutes of meetings of those charged with governance, and made direct enquiries of management and the board of trustees concerning the charity's policies and procedures relating to: * Identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance; *Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud; *The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates were indicative of a potential bias and tested significant transactions that were unusual or those outside the normal course of business. ## We also: " discussed and reviewed the charity's business model and forward planning to assess going concern " communicated applicable laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. " reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations. " Carried out substantive testing on income and expenditure " Re-performed reconciliations of control accounts, and recalculated items such as depreciation Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation Page 10 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF WINDLESHAM SCHOOL TRUST LIMITED** 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 Report of the Independent Auditors. ## **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 auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed. Shona Wardrop C.A. (Senior Statutory Auditor) for and on behalf of Chariot House Limited Chartered Accountants and Statutory Auditor 44 Grand Parade Brighton BN2 9QA 17 June 2026 Date: ............................................. Page 11 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 AUGUST 2025** |Notes
**INCOME AND ENDOWMENTS FROM**
Donations and legacies
2
**Charitable activities**
4
School fees receivable
Rental Income
Investment income
3
**Total**
**EXPENDITURE ON**
**Charitable activities**
5
School operating costs - Teaching
School operating costs - Premises
School operating costs - Support costs of
schooling
**Total**
**NET INCOME/(EXPENDITURE)**
**RECONCILIATION OF FUNDS**
Total funds brought forward
**TOTAL FUNDS CARRIED FORWARD**|2025
Unrestricted
fund
£
110,426
1,593,348
49,303
2,771
1,755,848
1,391,512
240,875
183,250
1,815,637
(59,789)
2,082,479
2,022,690|2024
Total
funds
£
2,059
1,863,273
44,035
3,677
1,913,044
1,651,836
231,717
170,311
2,053,864
(140,820)
2,223,299
2,082,479| |---|---|---| The notes form part of these financial statements Page 12 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED (REGISTERED NUMBER: 01172432)** ## **BALANCE SHEET 31 AUGUST 2025** |Notes
**FIXED ASSETS**
Tangible assets
9
**CURRENT ASSETS**
Debtors
10
Cash at bank and in hand
**CREDITORS**
Amounts falling due within one year
11
**NET CURRENT ASSETS**
**TOTAL ASSETS LESS CURRENT**
**LIABILITIES**
**CREDITORS**
Amounts falling due after more than one year
12
**NET ASSETS**
**FUNDS**
16
Unrestricted funds
**TOTAL FUNDS**|2025
Unrestricted
fund
£
3,160,098
96,153
282,925
379,078
(615,194)
(236,116)
2,923,982
(901,292)
2,022,690
2,022,690
2,022,690|2024
Total
funds
£
3,228,670
72,049
93,566
165,615
(369,754)
(204,139)
3,024,531
(942,052)
2,082,479
2,082,479
2,082,479| |---|---|---| The financial statements were approved by the Board of Trustees and authorised for issue on 17 June 2026 ............................................. and were signed on its behalf by: ............................................. Dr C A Mannion Watson - Trustee The notes form part of these financial statements Page 13 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2025** |Notes
**Cash flows from operating activities**
Cash generated from operations
1
Net cash provided by/(used in) operating activities
**Cash flows from investing activities**
Purchase of tangible fixed assets
Sale of tangible fixed assets
Interest received
Net cash used in investing activities
**Change in cash and cash equivalents in**
**the reporting period**
**Cash and cash equivalents at the**
**beginning of the reporting period**
**Cash and cash equivalents at the end of**
**the reporting period**|2025
£
192,858
192,858
(20,040)
13,770
2,771
(3,499)
189,359
93,566
282,925|2024
£
(123,194)
(123,194)
(60,843)
-
3,677
(57,166)
(180,360)
273,926
93,566| |---|---|---| The notes form part of these financial statements Page 14 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2025** ## **1. RECONCILIATION OF NET EXPENDITURE TO NET CASH FLOW FROM OPERATING ACTIVITIES** |**ACTIVITIES**|||| |---|---|---|---| |||2025|2024| |||£|£| |**Net expenditure for the reporting period (as per the Statement of**|||| |**Financial Activities)**||(59,789)|(140,820)| |**Adjustments for:**|||| |Depreciation charges||74,842|77,428| |Interest received||(2,771)|(3,677)| |Increase in debtors||(24,104)|(13,833)| |Increase/(decrease) in creditors||204,680|(42,292)| |**Net cash provided by/(used in) operations**||192,858|(123,194)| |**ANALYSIS OF CHANGES IN NET DEBT**|||| ||At 1/9/24|Cash flow|At 31/8/25| ||£|£|£| |**Net cash**|||| |Cash at bank and in hand|93,566|189,359|282,925| ||93,566|189,359|282,925| |**Debt**|||| |Debts falling due within 1 year|(53,410)|46|(53,364)| |Debts falling due after 1 year|(895,242)|30,410|(864,832)| ||(948,652)|30,456|(918,196)| |**Total**|(855,086)|219,815|(635,271)| **2. ANALYSIS OF CHANGES IN NET DEBT** The notes form part of these financial statements Page 15 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** **NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025** ## **1. ACCOUNTING POLICIES** ## **Basis of preparing the financial statements** The financial statements of the charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. At the time of approving the financial statements, the trustees have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future and on that basis the charity is considered to be a going concern. The financial statements are prepared in sterling which is the functional currency of the entity, and are rounded to the nearest £1. ## **Income** All income is recognised in the Statement of Financial Activities once the charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably. Fees receivable and charges for services, less any allowances, scholarships and bursaries granted by the school against those fees are accounted for in the period in which the service is provided. Where fees are received for a future service period, they are included in deferred income. Investment income is accounted for on an accruals basis. Donations, legacies and other voluntary income are accounted for as and when entitlement arises, the amount can be reliably measured and the economic benefit is considered probable. ## **Expenditure** Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all cost related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources. ## **Tangible fixed assets** Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |Freehold land is not depreciated.|| |---|---| |Freehold buildings with an expected life over 50 years|2% on cost| |Fixtures and fittings|10% on cost| |Computer equipment|10% on cost| The School does not capitalise assets costing less than £300. ## Recognition and measurement Fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Page 16 continued... Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **1. ACCOUNTING POLICIES - continued** ## **Taxation** The Charity is considered to pass the tests set out in Paragraph 1 Schedule 6 Finance Act 2010 and therefore it meets the definition of a charitable company for UK Corporation Tax purposes. Accordingly the Charity is exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes. ## **Fund accounting** Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees. Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes. Further explanation of the nature and purpose of each fund is included in the notes to the financial statements. ## **Hire purchase and leasing commitments** Rentals payable under operating leases are charged against income on a straight line basis over the period of the lease. ## **Pension costs and other post-retirement benefits** The charitable company operates a defined contribution pension scheme. Contributions payable to the charitable company's pension scheme are charged to the Statement of Financial Activities in the period to which they relate. ## **Judgements and key sources of estimation uncertainty** In the application of the charity's accounting policies, the charity is required to make judgments, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods. There are no estimates and assumptions that are considered to have a significant risk of causing a material adjustments to the financial statements in a future period. ## **Financial instruments** The charity has only financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and are subsequently measured at their settlement value with the exception of bank loans which are measured at amortised cost using the effective interest method. ## **Financial Assets** Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any discounts due. ## **Financial Liabilities** Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any discounts due. continued... Page 17 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **2. DONATIONS AND LEGACIES** |Donations
**3.**
**INVESTMENT INCOME**
Deposit account interest
**4.**
**INCOME FROM CHARITABLE ACTIVITIES**
Activity
Years 1-6, Reception &
Nursery
School fees receivable
Fee support
School fees receivable
Extras
School fees receivable
Registration fees
School fees receivable
Pupil meals
School fees receivable
Rental income
Rental Income
**5.**
**CHARITABLE ACTIVITIES DIRECT COSTS**
School operating costs - Teaching
School operating costs - Premises
School operating costs - Support
**6.**
**NET INCOME/(EXPENDITURE)**
Net income/(expenditure) is stated after charging/(crediting):
Depreciation - owned assets
Other operating leases
Auditor's remuneration - Audit
Auditor's remuneration - non Audit
Operating leases||2025
£
110,426
2025
£
2,771
2025
£
1,521,348
(127,250)
87,679
2,112
109,459
49,303
1,642,651|2024
£
2,059
2024
£
3,677
2024
£
1,744,321
(176,433)
171,933
2,340
121,112
44,035
1,907,308| |---|---|---|---| |||2025|2024| |||£|£| |||1,390,449|1,651,836| |||240,875|231,717| |||183,250|170,311| ||||| ||||| |||1,814,574|2,503,804| ||||| ||||| ||||| |||2025
£
74,842
33,465
5,870
2,350
24,788|2024
£
77,428
12,803
5,650
2,350
26,900| continued... Page 18 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **7. TRUSTEES' REMUNERATION AND BENEFITS** There were no trustees' remuneration or other benefits for the year ended 31 August 2025 nor for the year ended 31 August 2024. ## **Trustees' expenses** There were no trustees' expenses paid for the year ended 31 August 2025 nor for the year ended 31 August 2024. ## **8. STAFF COSTS** |**STAFF COSTS**||| |---|---|---| |Wages and salaries
Social security costs
Other pension costs|2025
£
1,021,334
104,346
48,945
1,174,625|2024
£
1,181,231
108,376
58,579| |||1,348,186| The average monthly number of employees during the year was as follows: |Teaching staff
Others|2025
35
7
42|2024
39
7| |---|---|---| |||46| The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was: |||2025|2024| |---|---|---|---| |£60,001|- £70,000|1|2| The charity considers its key management personnel, being Trustees and Senior Leadership Team, comprises the trustees and the Senior Leadership Team. Total employment benefits to its key management personnel, being gross salary, employers' National Insurance and employers' pension, were £235,628 (2024: £352,448). continued... Page 19 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** ## **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **9. TANGIBLE FIXED ASSETS** |**COST**
At 1 September 2024
Additions
Disposals
At 31 August 2025
**DEPRECIATION**
At 1 September 2024
Charge for year
At 31 August 2025
**NET BOOK VALUE**
At 31 August 2025
At 31 August 2024|Freehold
property
£
3,874,942
14,347
(7,561)
3,881,728
699,559
65,245
764,804
3,116,924
3,175,383|Fixtures
and
fittings
£
71,857
-
(2,098)
69,759
27,548
3,423
30,971
38,788
44,309|Computer
equipment
£
36,575
5,693
(4,111)
38,157
27,597
6,174
33,771
4,386
8,978|Totals
£
3,983,374
20,040
(13,770)| |---|---|---|---|---| |||||3,989,644| |||||754,704
74,842| |||||829,546| |||||3,160,098| |||||3,228,670| ## **10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR** |Fee debtors
Other debtors
Prepayments and accrued income
**CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR**
Bank loans and overdrafts (see note 13)
VAT
Other creditors
Accruals and deferred income
Accrued expenses|2025
£
86,695
6
9,452
96,153
2025
£
53,364
104,876
1,239
264,873
190,842
615,194|2024
£
61,962
764
9,323
72,049
2024
£
53,410
-
-
316,344
-|2024
£
61,962
764
9,323| |---|---|---|---| ||||72,049| |||369,754|| ## **11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR** continued... Page 20 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 ## **WINDLESHAM SCHOOL TRUST LIMITED** ## **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR** |Bank loans (see note 13)
Final term deposits
**13.**
**LOANS**
An analysis of the maturity of loans is given below:
Amounts falling due within one year on demand:
Bank loans
Amounts falling between one and two years:
Bank loans - 1-2 years
Amounts falling due between two and five years:
Bank loans - 2-5 years
Amounts falling due in more than five years:
Repayable by instalments:
Bank loans over 5 years
**14.**
**LEASING AGREEMENTS**
Minimum lease payments under non-cancellable operating leases fall due as follows:
Within one year
Between one and five years
**15.**
**SECURED DEBTS**
The following secured debts are included within creditors:
Bank loans|2025
£
864,832
36,460
901,292
2025
£
53,364
46,091
129,545
689,196
2025
£
24,860
66,984
91,844
2025
£
918,196|2024
£
895,242
46,810| |---|---|---| |||942,052| |||2024
£
53,410| |||53,682| |||132,091| |||709,469
2024
£
24,788
62,769
87,557
2024
£
948,652| The loans are secured by legal charges over the property, 190 Dyke Road, Brighton, BN1 5AA. Interest is paid at 2.35% above base rate. The loan is scheduled to be repaid in 2045. continued... Page 21 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** ## **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **16. MOVEMENT IN FUNDS** |At 1/9/24
£
**Unrestricted funds**
General fund
2,082,479
**TOTAL FUNDS**
2,082,479
Net movement in funds, included in the above are as follows:
Incoming
resources
£
**Unrestricted funds**
General fund
1,755,848
**TOTAL FUNDS**
1,755,848
**Comparatives for movement in funds**
At 1/9/23
£
**Unrestricted funds**
General fund
2,223,299
**TOTAL FUNDS**
2,223,299
Comparative net movement in funds, included in the above are as follows:
Incoming
resources
£
**Unrestricted funds**
General fund
1,913,044
**TOTAL FUNDS**
1,913,044|Net
movement
in funds
£
(59,789)
(59,789)
Resources
expended
£
(1,815,637 )
(1,815,637 )
Net
movement
in funds
£
(140,820)
(140,820)
Resources
expended
£
(2,053,864 )
(2,053,864 )|At
31/8/25
£
2,022,690
2,022,690
Movement
in funds
£
(59,789)
(59,789)
At
31/8/24
£
2,082,479
2,082,479
Movement
in funds
£
(140,820)
(140,820)| |---|---|---| continued... Page 22 Docusign Envelope ID: CE58C20B-77BD-8C90-8270-CD84DFEC0270 **WINDLESHAM SCHOOL TRUST LIMITED** **NOTES TO THE FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31 AUGUST 2025** ## **17. POST BALANCE SHEET EVENT** On 23 April 2026, the school became a member of the Brighton College family of schools by virtue of Brighton College taking control of the Board. Further, it was announced that the School would be rebranded as Brighton College Prep Hove from 1 September 2026 and that pupils would transfer from St Christopher's School, Hove to the school site with effect for the start of the 2027/28 academic year. A number of new governors took office following the transition. The governors of the school trust continue to determine the general policies of the school. There is no impact on the financial position contained within these accounts as a result of the transition. However, the announcement has generated a significant amount of interest from prospective parents and pupils. ## **18. RELATED PARTY DISCLOSURES** At the date of signing of the accounts, Mr A Underwood was a governor of Brighton College and Mr Cornish, Ms Dobson and Ms Hamblett were employees of the Brighton College group. ## **19. STATUTORY INFORMATION** The charity is a company limited by guarantee, registered in England and Wales, and has no share capital. During the year ended 31 August, no one member had overall control of the charity. At the date of signing of these accounts, Brighton College is the ultimate holding company of the school. The School's registered office address and registered number can be found in the 'legal and administrative' information section of the trustees annual report. Page 23