Company No. 226143 BRYANSTON SCHOOL REPORT OF THE GOVERNORS, STRATEGIC REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 BRYANSTON SCHOOL INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 August 2024 Page Company Informatlon Report of the Governors (including Strate8ic Report) Consolidated Statement of Financial Activities Balance Sheets Consolldated Statement of Cash Flows 18 Notes to the Consolidated Financlal Statements 19 Report of the Independent Auditor$ 33 BRYANSTON SCHOOL COMPANY INFORMATION for the year ended 31 August 2024 GOVERNORS: E R Benedicc- Chairman {APPointed 8 Februory 2024) N Bickford - Vice Chairman P D Barnet¢ FCA (Appointed 13 November 2023) B Broad A W Browning {Re5igned 26 October 2023) C H Buckberry, MBE. FREng, FinsrP, Wcoe, CEng (Appointed 26 Morch 2024) P P Chappatte (Appointed 20 December 2024) S O Conran (Resigned 16 March 2024) J A F Fortescue. BA J R Greenhlll, MA, KC (Resigned 31 August 2024) R E Mcllwaine IAppolnted 22 June 2024) C G Martln, MA, ACA M E McKeown, BA, Msc J E Rodei'ick L M V Soden. BA (Hons), MA J Spence (Appolnled 20 December 2024) R W Swallow COMPANY SECRETARY: N J Dodd (Resigned 6 Jonuory 2025) A D Clarke (Appolnted 6 Jonuary 2025) HEAD: R G Jones REGISTERED OFFICE: Bryanston School Blandford Forum DTI I OPX REGISTERED COMPANY NUMBER: 226143 (England and Wales> REGISTERED CHARITY NUMBER: 306210 Page I BRYANSTON SCHOOL COMPANY INFORMATION for the year ended 31 August 2024 AUDITORS: Haysmac LLP l O Queen Street Place London EC4R I AG BANKERS: HSBC Bank plc 17 Market Place Blandford Forum DTI17AG SOLICITORS: Steele Raymond Richmond Point 43 Richmond Hill Bournemouth BH2 6LR Farrer and Co 66 Lincoln's Inn Fleld5 London WC2A 3LH INSURANCE BROKERS: A J Gallagher 8 Albany Park Cabot Lane Poole Dorset BH177AZ Page 2 BRYANSTON SCHOOL REPORT OF THE GOVERNORS for the year ended 31 August 2024 The governors presenc cheii- Annual Report, which includes their Strategic Reporr, and the audired consolidaced financial statements of the charity and its subsidiary for the year ended 31 August 2024. The financial statement5 are prepared in accordance with the Charitie5 Act 201 I, the Companies Act 2006. the Memorandum and Articles of Associatlon, the Charities SORP (FRS 102) (Second edition). STRUCTURE. GOVERNANCE AND MANAGEMENT Governors The governors are a150 the directors for the purpose of company12w and triJstee5 for the purpose of charity law. The governors of the company in oflice on 31 ALtgust 2024 were as shown on page I, all served throughout the year and ro the date of this report except where indicated, The governors are the members of the company and constitute togecher the Council of Management. All governors give thelr tlme freely and did not receive remuneration during the year. Detalls of any reimbursed travel and accommodation expenses are disclosed in note 6 to the accounts. Under Article 16 the governors retire by rotatlon after holdlng office for three years and are ellgible for re4ppolntment. Governors holding office prioi. to the adoption of the new artlcles, In November 2024, are eligible for re-appointment provldlng their total term does not exceed 12 years. Governors appoinced after the adoption date are eligible for re- appolntmen¢ twlce. The followlng Governor is due to retire by rotation at the forthcoming AGM and Is ellgible for re- electlon: C G Marcln Governlng Document The company was incorporated in 1927, and 15 governed by its Articles of Associatlon. last altered by Speclal Resolutlon on 25 November 2024. The most recent update included a change of name from Bryanston School Incorporaced to Bryanston School. Recruitment and Tralnlng of Governors The Governance and Nomlnations Committee considers the Strength and balance of expertlse wlthln the Governlng Body and makes recommendatlons from time to tlme to the Councll of Management, most obviously at the Annual General Meecing, as to the recrultment of new governors. When recrultlng new governors an Important atti'ibute Ss a passion for the work of the school. believlng that educatlon should impart a real sense of meaning and purpose and develop open and enqulrlng mlnds. Upon appolntment, new governors are invlted to spend a day at School, to meet staff and explore current issues. They a150 undertake speclfic trainlng modules for thelr Induction to the Govei'nlng Body, Individual Governors attended a total of one external tralnlng days during the year and collectlvely the Governors attended a facilitated Strategy day. Organlsational management The Council of Management meets at least four times a year ac Bryanston. A number of commlttees support the work of the Council of Management. The senior commlttee is the Flnance and General Purposes Commiltee which meets at least four times each year, some two to three weeks ahead of the Council of Management meetings. Other long-standing committees are the People Committee, the Child Protection Advisory Committee, the Rl$k Committee, the Health and Safety Committee, the Education Committee, the Customer Committee, the Governance and Nomlnations Committee, and the Development & Foundarion Committee which each meet two to three times a year. Page 3 BRYANSTON SCHOOL REPORT OF THE GOVEBNORS for the year ended 31 August 2024 STRUCTURE. GOVERNANCE AND MANAGEMENT (continued) Key Management Personnel The day-to-day running of the School is devolved to the Head. supported by the Chief Operatlng Officer and the Executive Committee. The pay of Key Management Personnel is reviewed annually by the Governors, who consider changes in average earnings and to the ex￿nt that data is available, benchmarks In the independent education Sector. Group structure and relationships The School has a wholly owned trading subsidiary company whose principal activities include the provision of course5 durlng Bryanston School's hollday periods and the operation of retail shops and a theatre. The trading performance of che subsldlary is dealt with below. The School also controls a charitable foundation whose principal objective is to provide items, service5 and facilities for the pupils of the School, which advance the purposes of ¢he School. OBJECTS AND AIMS Charitable objects The Charlty's object, as set out In the Artlcles of Assoclation is "to odvance the education of boys and girls by the Provision of a day and boarding school in or neor Blandford Forum, Dorset and by other incidental and ancillary educational oaivilies and other associated oclivitie5 for the benefit of the community." Aims and Intended impact The School provides boarding and day educatlon to chlldren between the ages of 3 and 19., It also runs a number of hollday educa¢lonal courses and educational communlty-ba5ed actlvltles. The School's policy is for its puplls to atcaln the hlghest academic standards as well as providlng an extra-curricular programme which aims to develop life-long lelsure Interest$ and helps build self-confidence and a desire to contribute to the community. We value creativlty, individuallcy and Yarlety and we want our young people to fulfil thelr talents wherever they lie. At the same time, we seek to nurture integrity* responsibility, compasslon, and self-discipline within the context of the demands set by the lively school communlty. The Importance of family Is never underestimated at Bryanscon and one will often hear mention of the 'Bryanston FamSly" Children learn to be parc of a communlty and supporc one another durlng thelr time at school; frlendships forged here evolve, deepen, and very often last a Ilfetime. Bryanstonians are encouraged to be creatlve, energetic, and particlpative; being tolerant of o¢her people's vlews whllst able to artlculate their own,. to be keen to do well and have a sense of what matters. Bryanston Is not just a five-year experlence; instead, pupils and theii. parents all become life member5 of "Beyond Bryanston" a family that continues to supporc each other, in practical ways through a thrlving career mentoring network, where members are willing to give thelr time freely. Objectives Our objectives are set to reflect the aims and ethos of the School. It is important to us that we maintain and enhance the academic success of the School but also the academic achlevements of each Indivldual pupil. The School encourages pupils to be active learners by giving them a depth of experience rhat stimulate5 Illtere5t, creativityi and hope. In setting our objective5 and planning our activity the governors have given regard to the Charity Commission's guidance on public benefit and to Its supplementary public benefit guldance on advancing education and on fee charging. Page 4 BRYANSTON SCHOOL REPORT OF THE GOVERNORS for the year ended 31 August 2024 ETHOS STRATEGY AND POLICIES Bryanston is a school which rejoices In its motto- el nova et vetera. We al-e a young enough school to have a ci-yscal- clear vision of our direction and values, much of them described by our founder in 1928. and these imbue all we do here. We live by oui. values thir I'eflecc Olir commitment to individuality, which lies at the l)e1t rt of our appi'ocich and culture. This is evident in our people, along with a spec.ific l 13 of whom benefired from full remission and a further 15 at over 90% remisslon12023', 19). Scholar$hlps Scholarship only awards amounted to £659.000 (2023: £588.000) and were provided to 77 pupils (2023: 88 pupils). In addition, a further 60 {2023: 52) scholars received remission In the form of scholarship plus bursai'y ZLnd the value of the combined award is included in the figure relating to bursaries. Investment powers As a charity the parents of our pupils have the assurance that all income musc be applied for educational purposes. As an educatlonal charity the school enjoys tax exemptlon on the surplus provided it is applied for our charitable aims. As a charlty the school has been eligible for an 80Yo reduction in business rates on the property It occupies for charitable purposes, whSch has been worth £550,000. With effect from Aprll 2025, thls relief wlll be wlthdrawn. Reserves The total funds held by the school are £38.7m (2023: £38,1 m), of whlch £3,7m (2023.. £3,4m) 1$ held Sn restrlcted funds. At the year end date, the school had total ur¢restricted funds of £35.Om (2023: £34.7m). The Value of unrestricted funds Is more than exceeded by the value of fixed asset5 £43,4m (2023: £43.8ml. The excess value of flxed assets over unrestrlcted funds is £8.4m (2023: £9.1 m) and means that whlle there Is Inves¢men¢ in the school's assets to keep 1¢ at the forefront of the Independent school sector free reserves, as defined by the Charltles SORP, wlll no¢ be malntained. The Governors monltor the level of cash reserves on a monthly and termly basis and revlew the policy on an annual basis. The Governors are satisfied that the school has sufficlent woi'l Transfers between funds 17118 136 136 Net movements in funds (3071 (297) Fund balances I September 2022 35,063 3,376 38,439 Fund balances carried forward a5 at 31 August 2023 34,756 3,386 38,142 Page 32 BRYANSTON SCHOOL INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYANSTON SCHOOL Opinion We have audited the financial 5tatemer)ts of Bryanston School for the yeai. ended 31 August 2024 which comprise the Con501idated Statement of Financial Activities. The Consolidated and School Balance Sheets, the Consolidated Statement of Cash Flows, and notes to the financial statements. including a summary of significant accounting policie5. The financial reporcing framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reportlng Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: give a true and fair vlew of the state of the group and parent charltable company's affair5 as at 31 August 2024 and of the group'5 net movement In fund5, includlng the 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 Companles Act 2006, Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) {ISAs (UK)) and appllcable law, Our responsibillties under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of Olsr report. We are independent of the group in accordance with the ethical requlrement5 that are relevant to our audit of che financial statements in the UK, Including the FRC'S Echical Standard, and we have fulfilled our other ethical responslbilitles In accordance wlth these requlrements, We believe that the audit evidence we have obtained is sufflcient and appropriate to provide a basis for our opinion. Conclusions Yelatin8 to going concern In audlting che financial statements, we have concluded that the Governors, use of the going concern bas15 of accouncing in the preparation of the financial statements Is approprlate, Based on the worl< we have performed, we have not Identified any material uncertalnties relating to events or conditions that, individually or collectlvely, may cast significant doubt on the group's ability to contlnue as a going concern for a period of at least twelve months from when the financial statements are authorised for Issue. Our responslbllltles and the responsibllities of the Governors wlth respect to going concern are descrlbed In the relevant sections of thls report. Other information The Governors are responsible for the other information, The other information comprises the information included in the Report of the Governors. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise expllcitly 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 materlally inconsistent with the financla5 statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such mater121 inconsistencies or apparenc material misstatements, we are required co determine whether there is a material misstatement in the financial statements or a materiil misstatement of the other informarion. If, based on the work we have performed, we conclude thac there is a material misstatemenc of this other information, we are required to report that fact. We have nothing to reporc in this regard. Page 33 BRYANSTON SCHOOL INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYANSTON SCHOOL (continued) 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 Governors (whlch includes the sci'ategic repoi't and the directors, report prepared for the purposes of company lawl for rhe financial year for which the financial statements are prepared 15 consistent wlth the financial statements; and the stratew'c report and the directors, report included wi¢hln the Report of the Governors have been prepared In accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and underscanding of the charitable company and Its envlronment obtaSned In the course of the audlc, we have not identified material misstatements in the Report of the Governors (which incorporates the strategic report and the directors. report). We have nothlng to report in respect of the followlng matters In relatlon to which the Companles Act 2006 requires us to report to you if, In our opinion.. adequate accountlng records have not been kept by the paren¢ charitable company. or returns adequate for our audit have noi been received from bl'anches not vislted by us; 01. the charitable company financlal statements are not in agreement wS¢h the accountlng records and returns,. or certain disclosures of Governors, remuneration 5peclfied by law are not made,. or we haye not recelved all the Informaclon and explanations we require for our audit. Responsibilities of Governors for the financial statements As explalned more fully In the Statement of Governors, Responslbilltles set out on page 14, the Governors (who are also the director5 of the charitable company for the purposes of company lawl are responsible for the preparatlon of the financial statement5 and for being sa¢isfied that they glve a true ar¢d fair vlew, and for such Internal control as the Governors determine is necessary to enable the preparatlon of financial statements that are free from material miss¢atsment, whether due to fraud or error. In preparlng the financlal statements, the Governors are responslble for assesslng the charltable company's abSll¢y to continue as a going concern, disclosing, as applicable, matters related to going concern and uslng the going concern basis of accounting unless the Governor5 either intend to liquidate the charitable company or to cease operatlons, or have no realistic alternative but to do so. Auditor'$ responsibilities for the audit of the financial statements Our objectlves are to obtain reasonable assurance about whether the financlal statements as a whole are free from material misstatement, whether due to fraud or error, and to Issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS (UK) will always detect a material misstatement when it exists. MSsstatements 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. Irregularities, including fraud, are inscances of non-compliance with laws and regulations, We design procedures in line wlth our responsibilic¢es, outlined above, to detect material misstatements in respect of irregularl¢les. including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Page 34 BRYANSTON SCHOOL INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRYANSTON SCHOOL (continued) Based on our understanding of the group and the environment In whlch ir operates. we identified that the principal risks of non-compliance with law5 and regulations related to the independent school regulations, safeguarding regulations, health and safety requirements. GDPR, employment law and Charity law and we considered rhe extent to which non-compliance might have a materjal effect on the financial statements. We also consldered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companie5 Act 2006, the Charities Act 201 l and the Charities SORP, and consider other factors such as payroll taxes and VAT. We evaluated management's Incentlves and opportunities for fraudulent manipulation of the financlal statements (Includlng the risk of overrlde of controls) and de¢ermlned that the principal risks were related to posting inapproprlate lournal entries and management blas In certain accounting estlmates and judgements, Audit procedures performed by che engagement teaim included: Discussions with management including consideratSon of known or suspected instances ol non-compliance with laws and regulation and fraud,. Evaluating management's controls designed to prevent and detect Irregularities; Identlfying and testing joui'nals, In partlcular journal entries posted with unusual account comblnationsi Postings by unusual L¢sers or with unusual descrlptions; and Challenglng assumptlons and judgements made by management In thelr critical accountlng estlmates Because of the inherent limitations of an audl¢, there Is a rlsk that we will not detect all Irregularltles. Includlng those leading to a material misstatement In the financial statements or non-compliance with regulation, Thls rlsk Increase5 the more thac compliance wlth a law or regulation is removed from the events and tran5actlons refleC￿d In the flnancial statements, as we will be les5 lil