Charlty Registration No. 307043 Company Re8lstratlon No. 00799603 IEn8land and Wales) GOVERNORS, REPORT (INCORPORATING THE STRATEGIC REPORT) AND FINANCIAL STATEMENTS FOR PENNTHORPE SCHOOL TRUST LIMITED ILIMITED BY GUARAKfEEI FOR THE YEAR ENDED 31 AUGUST 2025 PENNTHORPE SCHOOL TRUST LIMITED LEGAL AND ADMINISTRATIVE INFORMATION Go¥ernor5 Mr R Sharkey Ichaimianl Mr N Creed Mr5 D Kav Mrm Proffltt Mrs E Harrison Mr F Neathercoat Mr I Smith Mrs K Mack Head of School Mr J Marler (from 5 January 20261 Mr C Murra¥ Ito 4 January 20261 Bursar and Company Secretary Mr P Flowerday charfty Number 307043 Company Number 799603 A￿Stered offKe & prindpal address Pennthorpe School Church Street Rudgwick West 5u5sex RH12 3HJ Audltors TC Group The Courtyard Shoreham Road Upper Beeding Steyning West Sussex BN44 3TN ankers Bardays Bank PLC 90 High Street Crawley West Sussex RHIO ISP Sollcltors Moore Barlow The Orlel Sydenham Road Guildford GU135R PENNTHORPE SCHOOL TRUST LIMITED CONTENTS Pale Govemor5' Report Ilntorporating the Strategic Report) Statement of Governors, Responsibilitie5 Independent Auditorfs Report Statement of Financial Activities 13 Balance Sheet 14 Cash Flow Statement 15 Notes to the Accounts 16-25 PENNTHORPE SCHOOL TRUST LIMITED STATEMENT OF GOVERNORS, RESPONSIBILITIES The Governors arè pleased to present their report and financial statements fortheyearended 31 August 2025, which also comply with the Companie5 Art 2006 requirement for a Directors, Report and Strategic Report. The financial statemènts have been p￿Pared in accordance the Companies Ad 2006, Charities Act 2011 and Accosjnting and Reporting for Chaiities.. Statement of Recommended Practice applicablè to charities prèpaiing their financial ststements in accordance with the Financial Reporting Stsndard applicable in thè UK and Republic ot I￿land IFRS 102). STRUCTURE. GOVERNANCE AND MANAGEMENT Pennthorpe School Trust Limited I'the School ) was incorporated in 1964 and operates as Pennthorpe School. The School is a company limited by guarantee (company number 007996031. registered with the Charity Commission Icharty number 3070431 and is 9ovemed by its Articles of Association, last amended on 18 September 2021. Recruitment. Indurtlon and TralThlng Govemors of the School are elected on the basis of nomin￿lOnS ￿CeiVed by the Chair of Governors. to the Board's specifications concerning eligibility, peTsonal competence, spetialist skills and availability. Governors are elected at any meeting of the Board. subjed to confirmation of their eligibility to act as Director and Tru5tse and serve a term of office of five years. A retirin9 Governor shall be eligible for re-election lor consecutive periods not exceeding two temis i office from the date of his or her original appointment (save that Governors in post at the time the Articles of Association were adopted shall serve out the remainder of the five-year period). Thss may be extended at the discretion of, and subject to any conditions imposed by. the Governors. Nèw Governors are inducted into the workings of the Charity and the School. They are given copies of various documents including the AGBIS "Guidelines for Governors" manual, the Articles of Association, the latest audited accourrts and the most recent School ISI inspertion report. They are encouraged to Vistt the school given oiientation briefings by the Chair ol GoveTnors andlor other Governors. the Head and the Bursar and receive Safeguarding trainin9. Governors are encouraged to attend èxternal trainin9, courses and conferences designed to keep thèm informed and updated on current issues and regulations concerning education and governance. Governors. Dlffectupils in Years 3.8 played a minifflum of 20 competitive fixtu￿5 for the SC￿ in the past academtc year All pupils in the school competed in Sports Day Year 2 fixture5 fully integrated into the Curriculum. 3 x fixtures, I per temi An inclusive swimming Gala for Years 3-8 All pupils in Year 2-8. took part in House Cross Country. Competlilons and Representat1￿ Play*rs: U11 Boys South-Ea5t Pumas Development Squad players 2025 & 2026 U13 Gids Sussex Cricket 2025 U13 Girls Sussex Hockey 2025 U13 Boys Sussex Athletic5 (competed at Nationals) 2025 U14 England Ice Hockey 2026 U14 60-85m NSEA qualrfied in 41bfor Nationals PENNTHORPE SCHOOL TRUST LIMITED STATEMENT OF GOVERNORS, RESPONSIBILITIE5 FINANCIAL REVIEW Results for the year Charity's net outgoing resources were £306,00812024'. nef incoming resourcès £88.002). Reserves level and policy and fifian¢lal viabillty The Govemors have established a genèral reserve policy to afford some protection to the School and its charitable programme and to provide time to adjust to changing financial circumstance5. Uncommitted reserve5 this year Stand at £3,781,676. Of these reservei a total of £4,288,354 comprise the charity's fixed ￿sets, a significant portion of which is represented by frpehold land and buildings. This does not leave any free reseives available for immediate requirement. The Governing Body ha5 a tsrget Of 12 weEk5' fvnding of totsl expenditure without placing reliance on external fvnding. The last few years have remained economically challenging for the local and wider region. The Governors continue to assess this aspert closely at their termly meetings, and endeavour to adapt accordingly. It 15 the policy of the Governing Body to generate annual operating surpluses wherever possible to enablè the bank loan to be repaid and to sustain reserves at the desired level. Procedure5 are in place to ensure that expenditure stays within the budgets set or, where expenditure in exce55 of that budgeted Is required to be incurred, that corresponding increases in income or savings have been identified prior to incurring the exce55 expenditure. The Governing Body receives termly management accounts and cash flow forecasts which are linked to the budget in pla￿. PRINCIPAL RISKS AND UNCERTAINTIES The Govemors have an established procedure to rewew key risk5 on an ongoing basis. The independent school sector is currently navigating significant financial challenges, with rising runnin9 costs, increased staffing expenses, and heightened pension and National Insurance obli9ations placing pressure on budgets. Many schools report unprecedented concern about financial sustsinability, and the introduction of a 20% VAT charge on fees from January 2025 has arnplified uncertainty around affordability and enrolment. These pressures contribute to an ￿ncreaSe in school closures, particularty among smaller schools, and have cointided with a wider decline in pupil numbers across the sector. Alongside financial pressures independent schools face mounting operational and Strategic risks. Competition from improved 5tale-secior alternative5, including academies and grammar schools, is narrowing the perceived value gap, prompting paTents to be more price-sensitive and demanding clearer evidence of educational return on investment. At the same tirne. challenges around recruiting and retainin9 high-quality Staff, amid rising wellbeing and mental health concerns for both pupils and teachers, continue to Strain school ￿SourCeS and leadÈr5hip capacity. These issues tombine to make the maintenance of a stèble, high-performing workforce and a well-supportèd pupil body an increasingly complex endeavour. Finally. the sector faces broadei structural uncÈrtaiThties linked to political scrutiny, regulatory change, and long.term questions around the rolè and purpose of independent education. Debate surrounding char(table Status, public perceptions of fairness. and ihe sectorfs contribution to the wider education landscape all influence the operating enmronment and heighten reputational risk Schools must a150 ensure that governance structures are sufficiently robusL as research shows that govemance failure5 often underpin Institutional difficulties. PENNTHORPE SCHOOL TRUST LIMITED STATEMENT OF GOVERNORS, RESPONSIBILITIES Collectively, these forces underscorethe need forstrong strategic over5i9hL adaptive financial planning. and proactive risk management to en5Ufe long-term resilience The risk management process identifies risks, ès5esses their impatt and likelihood, and where nece55ary, recommend5 controls to mitigate and monitor those risks a55essed as high. The generic contro15 Ltsed to minimise risk includ¥. A full high level risk register reviewed by the Head, Butsar arky Governing Body,. Detailed temis of reference together with formal agendas for each sub-committee aThJ full Goveming Body meeting.. Strategic development planning., Comp￿hen$1ve budgetsng and management accounting-. Estsblished organisaticpnal structures and line of reporting., Formal written policies and approval levels,. and Vetting procedure5 as required by law for the protection of the vulnerable. FUNDRAISING PRACTICES The school recognises the contribution made by its SUPPOrters. with voluntary donations being a valltable part of the school's incoming resources. Most fundraising activity is carried out by the Friends of Pennthorpe IFOPI which is led by an elected committee of parents and operates independently of the school. This group raises money for the school through events and activities which are voluntary and advertised in a non-intrusive manner. The sChC￿l does not utilise the servicès of any external commeraal fundraisers. Gwen that the majority of donations a￿ from parenls of current pupilg either direct or through the Friends of Pennthoqx. and only limited fvndrai5ing actiwty takes plats, the school does not consider it necessary at this time to subscribe to a fundraising regulatOT. FUTURE PLANS On 1st January 2026, the s(hool entered into an agreement to be acquired by Hur5tpierpoint College Limited Ichariiy number 10764981, a wholly owned subsidiary of The Woodard Corporation (charity number 10962701. Both schools are charitable, value5-led institutions with a long-standing commitment to providing an exceptional all-round education for children. Both parties believe that tk)is new partnership represents a natural and positivè next chapter for Pennthorpe. It 1£ very tlear that Pennthorpe and Hurst share a deep alignment of vision and values. Both place pastoral care, charocter development and academic ambition at the heart of whai they do. This shared philosophy gives confidence that the partnership will strengthen Pennthorpe while preserving everything that makes the school distinctive and special. This acquisition is intended to provide Pennthorpe with 9reater stsbilty, access to shared eKpertise and resources. and a platform from which to deliver excellent preparatory education for the long temi. Governar¢ce and reporting arrangements will be refined to reflert the new stturture. Over the coming year. the Trl￿teeS will focus on embedding tho partnership in practice and ensuring that it delivers tangible benefits for pupils, families and stsff. Key priorities will include= Strengthening pupil recruitment and relention through clear articulation of the school's value proposition and enhanced admissions activily.. Maintsining high standards ofteaching, learning. pastoral care and safeguarding, ensuring thatthe quality of prowsion remains at the heart of all activity, PENNTHORPE SCHOOL TRUST LIMITED STATEMENT OF GOVERNORS, RESPONSIBILITIES Exercising close oversight of financial perfomiance and cost management, consistent with prudent stewardship of charitsble resources,- Developing or9ani5ational capacity and staff support structures to en$￿￿ effective delivery of the agreed strategic priorities,. and Further alignin9 govemance and decision-making practices ¥yith the emerging group 5¢ructure, ensuring that safeguards and resetrvèd matters #re clearfy articulated and irnplemented. The Trustee5 believe that these pdorities will both protect the School's strong foundation and position it well for future growth and impart in a rapidly evolving educ*ional landscapé. STATEMENT OF GOVERNOR'S RESPONSIBILITIES The GOVer￿r5 (who are also the dirertors of Pennthorpe School Tru51 Limited for the purposes of company lawl are responsible for preparing the Governors, Annual Report (incorporating the Strategic Rèport) and the financial statements in accordance with applicable law and United Kingdom Accounting Standards Iunited knngdom Generally Accepted Accounting Practice), including Fiftancial Reporting Standard 102 'The Financial Reporting Standard in the UK and Republi¢ of Ireland,. Company law require5 the Governors to prepare financi?1 statements for e￿h financial year which 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 t￿ charitable company forthatyear. In p￿paring these financial ststements. the Govemots are required to.. select suitable accounting policies and then apply them consistently, observe the methods and principles in the Charitie5' SORP,- make judgemènts and estimates that are reasonable and prudent, and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in operation. The Governors are responsible for keeping adequate accounting ￿ordS that disc105e with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the finan¢ial statements COTnply with the Companies Att 20D6. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention of fraud and other irregularities. DISCLOSURE OF INFORMATION TO AUDITOR5 Ea¢h of the Governors has confirmed that there is no information of which they are aware that is relevant to the audiL but of which the auditor is unaware. They have further confirmed that they have taken approprTate steps to identify any such relevant information and to estsblish that the auditor 15 aware of such information. This report was approved by the Governors, as Directors of the charitable company, on and signed on iheir behalf by. IIc>' Mr R Sharkey Chair of Governors PENNTHORPE SCHOOL TRUST LIMITED REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS We have audited the financial statements of Pennthorpe 5¢hool Trust Llmited (the '¢haritoble company'l for the year ended 31 August 2025 which comprise the Statement of Financial Actlvities, the Balance Sheet, the Cashflow Statement and notes to the financial statements. The financial ￿portIng framework that hès been applied in their preparation is applicable law and United Klngdom AccountingStandard5. including Financial Reporting Standard 102 The Financial Reporting Standard applicable In the UK and Republic of Ireland (United Kingdom Generalty Accepted Accounting Practice). In our opinion, the flnancial statements: give a true and falr view of the stste of the charitable company's affairs as at 31 August 2025 and of its incoming ￿sourceS and application of resources, including Its income and expenditure. for the year then ended,. have been properly prepared in accordan¢e with Unlted Kingdom Generally Accepted A¢counting Practice: and have been prepared in accordance withthe requirements of the Companies Act 2006, Basis of oplnion We condurted our audit in accordance with International Standards on Auditing IUKI IISAS IUK)I and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of thè financial statements in the UK. including the FRC'S Eihic31 Standard, and the provisions available for small entities, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained 15 sufficient and appropriate to provide a basis for our opinion. Cohclusions relating to goin8 concern In auditing the financial statements, we have concluded that the governor's 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 event5 or conditions that, individually or collectively. may cast doubt on the charitable Company's abllity to continue as a 8oing concern for a period Of at least twelve months from when thè financial statements are authorised for issue. Our responslbilitie5 and the responsibilities of the governors with respect to goin8 concern ore described in the relevant sections of this report. Other informatlon The governors are responsible for the other information. The other information comprlses the information included in the governors, report. other than the financ131 statements and our auditor's report thereon. Our oplnion on the financial statements does not cover the other information and, except to the e)rtentotherwise explicitly stated in our report, we do not express anyform of assurance conclusion thereon. PENNTHORPE SCHOOL TRUST LIMITED REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS 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 knowled8e obtained In the audit or otherwise appears to be materially misstated. If we identify such material inconslstencies or apptrent material misstatements, we are required to determine whether there is a material misstatement in the financial statements ora material misstatementof the other information. If, based on the work we have performed, we conclude that there Is a material misstatement of this other information. we are required to reportthat fact. We have nothlng to report in this regard. Opinlons on other matter5 prescribed by the Companies Act 2006 In our opinion. based on the work undertaken in rhe course of the audit: the information gSven In the governors, report forthe financial yearforwhich the financial statements are prepared is conslstent with the financial statements.and the governors, report has been prepared in accordance with applirable legal re4uirements. Matters on whith we are requlred to report by exception In the light of our 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 8overnors' rÈport. We have nothing to report in respect of the following matters in Felation to which the Companies Act 2006 req4Jires us to report to you if, in our opinion: adequate accounting records have not been kept by the charitable company, or returns adequate for our audit have not been received from branches notvlsited by us.. or the financial statements are not in agreementwith the accounting records and returns,. or certain disc105ures of dlrectors, remuneration spe¢lfied by laware not made: or we have not received all the informatlon and explanations we require,. or Responsibilities of the 8ovemors As explained rnore fully In the governors, responslbilitie5 Statement, the governors Iwho are also the directors of the charitable company for the purposes of company lowl are responsible for the preparation of the financial statements and for being satisfied that they give 3 true and fair view. and for such internal control as the governors determine is necessary to enable the preparation of flnancial statement5 that are free *rom material misstatement, whether due to fraud orerror. In preparing the firrancial statements, the gcvernors are ￿sponsible for assessing the charitable company'5 ability to continue as a going concern, disclosing, as applicable. matters related to goinE concern ènd using the going concern basis of accounting unle55 the governors either Intend to liquidate the charitable company or to cease operations, or have no realistlc alternatlve to do 50. io PENNTHORPE SCHOOL TRUST LIMITED REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS Auditorfs responslbllltles forthe audit of the Ilnandal statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material rnis5tatement, whether due to fraud or Èrror. and to issue an auditor's report that Includes our opinion. Reasonable assurance is a hlgh level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS IUKI will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if. individually or in the aggregate, they wuld reasonabfy be experted to influence the economic decisions of users taken on the basis of these flnancial statements. Irregularities, including fraud, are Instanc￿ of non<0mplian￿ with laws 2nd regulations. The extent to which our procedures are capable of deterting irre8ularities, including fraud. Is detailed below. Exlent to whith the audh was consldered capable of detectlng Irregularltles. Includlng fraud The objertive5 of our audit, in respect to fraud, 3re'. to identify and a55es5 the risks of material mi55tatement of the flnancial 5tatefflents due to fraud- to obtain sufficlent appropriate audit evidence reprding the assessed risks of material misstatement due to fraud. through designing and implementing approprlate responses- and to respond appropriately to fraud Dr suspected fraud identtfied during the audit. However, the prlmary responsibility for the prevention and detection of fraud rests wf(h both those charged with governance of the entity and its management. Our approach was as follow5- We identlfled a￿aS of laws and regulations that could reasonably be expected to have a material effect on the financial statement5 from our general sector experien￿, and through discussion with the Governors, and other management las required by auditing 5tandards}, and discussed with the Governors, and other management the policies and Procedures regarding compliance wlth laws and regulations (see below); We identified the following areas as those m05t likely to have such an Èffect.. health and safety- General Data Protection Regulation IGDPRI,. fraud,. bribery and corruption, school Inspedions, keeping children safe in edu¢ation (statutory guidance), 08S checks and employment law. Auditing standards limit the requlred audit procedures to identify non- compliance with these laws and regulations to enquiry of the tru5tee5 and othermana8ement and inspection of regulatory and legal correspondence. if any. The identified actual or Suspected non-compliance was not suffioently significant to our audit to result in our response being identified as a key audit matter. We considered the leg31 and regulatory frameworks directly applicable to the financial statements reporting framework IFRS 102, the Companies Art 2006 and the Charities Act 20111 and the relevant tax compliance regulations in the UK. We considered the nature of the charttable companrfs operations, the control envlronment and financial perfomiance, We communicated identified laws and regulat50ns throughout our team and remained alert to any Indications of non-compliance throughout the audit. We considered the prcKedures and controls that the charitable company has established to address risks Identified, or that otherwise prevent, deter and dete¢t fraud- and how senior management monitors those procedures and controls. li PENNTHORPE SCHOOL TRUST LIMITED REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS Based on this understanding we designed our aLHlit procedures to identify non<0mplian￿ with such laws and regulations. whe￿ the risk wa5 considered to be higher. we performed audit procedure5 to address each Identified fraud risk. These procedures included.. testing manual Journals,. reviewing the financial statement discIosLtres and testin8 to supporting documentation. performing anolytical proceéures,. and enquiring of management. and were designed to provide reasonable assurance that the flnancial statements were free from fraud or error. Owln8 to the inherent Ilmitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned arbd performed our audit in accordance wlth auditing standards. For example. the further removed non-compliancewith laws and regulations Iirregularitiesl Is from the event5 and transactions reflerted in the flnancial statements. the less likely the inherently limited procedures required by auditlng standèrds would identify It. The risk is also greater regarding Irregu13ritie5 occurring due to fraud rather than error, as fraud involves intentional concealment. forgery. collusion. omission or misrepresentation, We are not responsible for preventlng non-compliance and cannot be expected to detect non-compliance with all laws and regul3tion5. Use of our report This report 15 rnade solelyto the charltable company's members. as a boty, In accordance wlth Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken $0 that we might state to the charitable company's members those matter5 we are ￿qUired to state to them In an auditor5. report and for the no other purpose. To the fullest extent permitted by law, we do not accept or assume resp¢nsibility to anyone other than the charitable company and the charitable company's members. as a bodytr for our audit worK for this report, or for the opinions we have formed. Mark Cummins FCCA Senlorstatutory Audlt¢r for and on behalf of TC Group Statutory Auditors Office.. Steynin8, West Sussex Dated: 02 tot6 12 PENNTHORPE SCHOOL TRUST LIMITED STATEMENT OF FINANCIAL AcfiviTIES {INCLUDING INCOME & EXPENDITURE ACCOUNTI FOR THE YEAR ENDED 31 AUGUST2025 Unre5trlcted Funds Restrkted Funds Total Fynds 2025 Totsl Ful￿5 2024 INCOME FROM: Lyonations Iwo 13,043 18,600 Other tradlng attivities 7,324 7.324 24,888 Investments IINZ3 ILO 9,460 Charitable activities 3,827277 3A27.277 3,939,242 Total in¢omè 3W6,667 12,1)00 3.858,667 3.992.190 EXPÉNDITURE ON: Raisins fvnds 37.175 37,175 59.110 Charltable attlvitles 4.127500 4.127,500 3.845.078 Total exptndlture 4164,675 4,164,675 3,904,188 Nèt In¢omel{expendlturel 1318,0081 14000 1306.0081 88,LM)2 Transfer between funds 21 12.•JOO Iiio¢YJl Net rnovement In funds 1306,1108) 1306m8) 88.002 Fund balances brought forward Fund balances carrled forward 4m7.684 4.087.684 3,999,682 20 3,781,676 3,781*76 4,087.684 All income and 8alns for the year are recognised abo¥e. All of the school's activities are classified a5 CQntinulDg. The statement of linancial activities a150 cornplieswlththe requirementsloran Income and expenditure account under the Cornpanie5 Act 2tNI6. There are no reco8nlse4 8alns or losses other than those reported on the Statement of Flnancial Activitie5. The note5 on pa8es 16 to 25 form part of these financial 5taternent5. 13 PENNTHORPE SCHOOL TRUST LIMITED BALANCE SHEEr Company Number: 1x1799603 AS AT 31 AUGUST 2025 Notes 2025 2024 Flxed asset5 Tangible a55ets 12 4288354 4,520,531 Current assets Stocks Débtors 12,982 810,062 190,308 28,474 300,583 541,027 14 Cash at bank and in hand 1.013.352 870,084 Credltors., amounts falllng due within on• y•ar Is Ilm3.451} 1784,9281 Net curr?nt a55ets l {Ilabllltlesl 180,0991 85,156 Credltors.. amounts falllnldue aftèr more than one year 16 1426.5791 IS18,0031 Net assèts 3,781,676 4,087.684 Reprèsènted by: Unrestrlrted fvnds 20 General school funds 3,781,676 4,D87,684 3.781,676 4,087,684 The flnancial statements have been prepared In accordance with thÈ prgvisions relallng io medlum412ed companie5. The accounts were aPPToved by the Board of Governors and slgned on their behalf bv.. Mr R Sharkey Govemor The notes on pa8es 16 to 25 form part ofthe5e financial statéments. 14 PENNTHORPE SCHOOL TRUST LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST2025 2025 2024 Notes Cash flow5 from oper¥Un8 acthitles: Net {ex￿ndI*￿e1/￿Come for th• y•ar Adlu5tments tor: Depreciation charges D5vidends. interest and rents from Investment5 Interest payable VATreclaim on tsngible assets Decrease In stock Increase In debtOTS Increase in credirors Net ￿$h (US￿ inl/ pro￿ded byoperatl actl¥ltles 1306.0(wI 88,CQ2 12 213,313 215,795 {11.013J 19,4601 26J56 38ffj90 15,492 1509,4791 273AII 35.058 12 13 14 15116 839 197,3381 157,930 1158,3481 390,826 Cash flows from Investlng actl¥lties", Dividends, inttrest and rents frorn investments IL023 9.460 Purchase of tan8ible fjxed assets Net cash provlded byllused in) investing artiVi￿e5 {19,8261 148,7361 {8.8031 139,2761 Clsh flows fromfinancI￿ artlvhle5: Ltsan repayfflents Inte￿5t payable Net cash provlded by/(u$ed In) fina￿1n￿ attl￿tIeS 15 {56,7121 126.8561 151,6871 135.0581 183,5681 186,7451 thange In cash and ¢a5h equlvalents i vear 1350.7191 264,805 Cash and cash equlvalents at the be8lnnlng of the year 541.027 276.222 Cash and eash egulval¢nt5 at the end of the year I￿,308 541,027 All cash Is cash at bank and in hand. Analy915 of Cha￿$ kn net fundsln¢t debt Brought forward Cash fk>ws Carrled foNiard Cash at bank and in hand 54L027 1459,¢Y)31 1350,7191 190308 Bank loans 56,712 82m4 (294.0071 1211.9831 15 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 Statutory Inforniatloft Pennthorpe School Trust Limlted Is a charltable company, Ilmlted byguarantee, reglstered in England and Wales. The rharitable companrfs registered number and registered office address can be found on the legal and administrative information page. Accounting pollcles Ba515 of preparatlon The financial statement5 have been prepared under the Companies Att 2006 and in accordance with the Charities, Statement of Recommended Prartice ISORP 20191 and Financial Reporting Standard 102 IFR51021. The charitable company meets the definition of a public benefit entity under FRS102. Assets and liabilitie5 are initially recognised at cost or transactlon value unless otherwlse stated In the relevant accounting policy. The financial statèments are prepared in Sterling and rounded to the nearest £1. After reviewlng the charitsble company's forecasts and projections, the governor5 have a reasonable expectation that the charitable company has adequate resources to continue In operatlon31 exlstente for the foreseeable future. The charitable company therefore continues to adopt the going concern basis in preparing its financial statements. Estimates and judgements are continually evaluated and are based on historical experience and other fottors, inrluding expectations of future events that are belleved to be reasonable under the circumstances. In the opinion of the governors, no assumptions concerning the future or estimation certainty affecting assets and liabilitie5 at the balance sheet date are likely to result in material adjustment to their carrying amounts in the next financial year. Deposits held are repayable when a pupil leaves the school and are included in creditors, wKth a proportion classified as dsje after one year as thls reflects the true timing of their repayment. Intome Fees receivable and charges for services, le$5 any allowances. scholarshlps and bursaries granted by the school asain5t those fees are accounted for in the period in which the service is provided. Where fees are received for a future service period theyare included In deferred Income. Ineludlng those fees recelved under an advance fee payment scheme. Investment income is accounted for on an accruals basis. Donations, legacies. grants and other volunt8ry income are accounted for as and when entltlement arises. the amount can be reliably measured 2nd the economic benefit is considered probable. Where a donor or an appeal has imposed restrictions the income is credited to a restricted fund. 16 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 Expendlture Expenditure is accoLtnted for on an accruals ba51S Wlth irrecoverable VAT Included with the Item to which it relates. Govemance costs Include those costs associated with meeting the constitutional and statutory requlrements of the charity and include the audit fees and costs linked to the strategit management of the charity. All costs are allocated between expenditurecategories and departments on a ba515 deslgned to refiect the use of the resource. Costs relatlngto a porticular activity are allocated dirertly. Temilnatlon payments are recognised immediately as an expense when the charitable company is demonstrably committed to terminate the employment of an employee or to provide termination beneflts. Tanglble flxed assets and depreclatlon Tangible fixed assets other than freehold land are stated at cost le55 depreciation. Depreclation is pruvided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows- Freehold13nd is not depreciated Freehold buildings Fixtures, fittings & Èqulpment Computer equipment Motor vehicles 10 years to 100 years straight line IO% straight line 25% stralght Ilne 25% reducing balance At each reporting date. the charitsble company reviews the carrySnB amounts of its tangible fixed assets to determine whether there is any Indication that those assets have suffered an imp3irment loss. Any such loss would be recognised immediately as expenditure in that year. Pennthorpe School Trust Llmited has a fixed a55et capitalisation policy threshold of £1.5(X). Stock Stock represents school uniform held for resale and is valued at the lower of cost or rea115able value. Operatln8 lease c¢mmltments Rentals paid underoperating leases are charged agalnst income on a straight line basls overthe period of the lease. Penslofts The charitable company participates in two defined contributlon pension Schemes. Avlva APTIS for teachers and standard Llfe for other staff. Staff are therefore enrolled automatically into the scheme appropriate for their role. Both schemes are regulated by the Pension5 regulator. Contributions are recogni5ed in the financial statements as they fall due. Debtors Trade and Dther debtors are recognised at the settlement amount due. 17 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 Cash at bank and in hand Cash at bank and in hand include5 cash and short term hl8hly liquid investments. The governors seek to use Short and medium term deposits where possible to m3ximise the return on moniès held at the bank and to manage cash flow. 2.10 Credltors and provisions Creditors and provisions are retogni5ed where the charbtable company has a present obligation resulting from a past event that will probably result in a transfer of funds to 3 third party and the amount due to settle the obligation can be measured or estimated reliably. 2.11 Loans and borrowings Loans and borrowings are init1311y recognised at the transactlon price including transaction t05ts. Subsequently, they are measured at amort15ed cost uslng the effective interest rate method, less impairment. If an arraftgement constltutes a finance transartion It is measured at present value. 2.12 Flnancial instruments The charitable cornpany only has financsal assets and liabllitie5 of a kind that qualify as basic financial Instruments which are rocognised at transaction value and subsequently at their Settlement value. 2.13 Fund occountin8 Unrestritted funds comprise those funds which can be used In accordance with the charitable objects at the discretion Df the governors. Restritted funds are those fundsthat ¢an only be used for particular restricted purposes in accordance with the wishes of the donor or when funds are ralsed for particular restricted purposes. Tumover The turnover of the charity is wholly attrlbut3ble to the objects of the ch3rity as ststed in the Governors, Report and 15 earned entlrely within the UK. This 15 Stated after charging.. 2025 2024 Operating lease payments Stotk recognlsed as an expense Depreciation Auditors, remuneration- audit service5 (see note 91 25.334 12,982 213,313 11,000 34,303 21,677 215,795 10,800 Taxatlon The ch3Tltable company is registered as a charity and all of its Income falls within the exemptions under Part 11 of the Corporation Tax Act 2010. 18 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 S. Income fram donatlon5 and legacles Unrestrkted Restrfcted Total 2025 Total 2024 Donations 12,000 13,043 18,6C Incerne from othertrading actlvltles Unrestrlcted Reslrlcled Total Z025 Total 2024 Uniform shop 7,324 7,324 24￿88 Income from I￿estMentS Unrestricted Restricted Total 2025 Total 20Z4 Interest recelvable Ilm3 11,023 9,460 Income from charltable artivitles 2025 2024 Gross school fees Les5 bursaries and allowances Net school fee5 Add: Registration fees Premises hire Other Income 4.117.586 1597,6831 3,519,903 4,046,743 1417.4111 3,629,332 12,5CM] 8,142 289.268 7,135 294.439 3,827,277 3.939,242 19 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGusf2025 Analysis of expenditure Staff costs Depreciatlon Other costs Total 2025 Total 2024 Costs of ralslng fvnds School uniform shop Finance cost5 Total costs of raising fund5 9,696 27,479 37,175 9,696 27,479 37,175 21,677 37,433 59,110 Charitable actlvftles Educatton Teachin8 Welfare Prernises Support and governance Total charitabl• expéndlture 2,158,496 80,431 198,367 356,248 423.333 278,387 1,256,335 2,437,294 356.248 760,159 573,799 4,127,500 2,232,438 365,623 699,940 447,077 3,845,078 203.S44 295,412 2,657,852 132.882 213,313 Totsl expenditure 2.6$7￿52 213,313 L293,510 4,164,67S 3,904.188 Analy515 of support and governance costs: 2025 2024 Governance costs.. Auditor5 remuneration for audit services Governors, trainln8 Legal and professional fee5 relating to support Support staff wages, national insurance and penslon Other 5UPPOrt costs ii,c 10,81KJ 216 60,492 275,355 100,214 78,998 295,412 188389 573,799 447.077 10. Staff costs The average monthly number of employees during the year was.. 2025 Number 2024 Number Teaching Classroom assi#ant5 Admini5tratlon, premlses and other 35 20 17 35 20 18 72 73 20 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 11. Staff ¢osts Iconvdl The aggregate payroll costs for the year were as follows.. 2025 2024 Wages and salaries Social security costs Pension costs 2,189,704 235.069 233,079 2.657,852 1,959,063 183,723 215,606 2,358,392 Employee bÈnefits AgenLV stsff & sports coaches 14,847 23,827 2,696,526 19,159 22,084 2,399.63S None of the governor5 received any remuneration. reimbursed expense5 or other benefits from the school or any tonnected body {2024.' none). During the perlod the school incurred staff restructurin8 Costs of £86,622 {2024: Nill. Staff with emoluments more than £60,CQO per annum In the following bands are: 2025 Number 2024 Number £60,000- É69,999 £70.000- £79,999 £100,000- £109.999 Of the employees whose emoluments exceed £60,0￿. none12024= none) h3s benefSt5 accruing under a defined benefit scheme. The key management personnel of the 5chcwJl arethe members of the senior leadership team. In 2025: 5 staff12024- 3 staffl. 2025 2024 Aggregate employee benefits of key management personnel Ilncluding employer national insuran¢e and pension contributions} 439,629 202,982 21 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 12. Tanglble Ilxed assets Freehold Land and Bulldln85 Fixtures, Fittings & Equipment Computer Motor Equipment Vehi¢les Total Cost At I September 2024 6,039,288 708,034 299,032 39.358 7.085.712 Additions Revaluation of assets. 17.329 2,497 19,826 16.7951 119,6701 705,693 19,3891 12,8361 292,140 36,522 138,6901 7,066,848 At 31 August 2025 Depreciatlon At I Septernber 2024 Charge for the year 6.032A93 1.857,916 132,882 436,261 44.508 251,832 30,876 19,172 S.047 2,565,181 213,313 At 31 August 2025 1,990,798 480,769 282.708 24.219 2,778.494 Net book value At 31 Augurt 2025 4,041.695 224.924 9,432 12,303 4,288,354 At 31 August 2024 4,181,372 271,773 47,200 20,186 4,520,531 'The revaluation of the above assets is In relatlon to the effect of VAT rew5tration during the year and VAT claimed on these as5etS. 13. Stock 2025 2024 Stock of uniform 12,982 28,474 14. Debtor5 2025 2024 Fee debtors Prepayments and accrued income Other debtors 732.062 68,037 9,963 810.062 226.173 58,174 16,236 300,583 The increase in fee debtors above has been impacted by the introdurtion of VAT on school fees, with earlier invoicing dates Ifor the auturnn 2025 term) and the amounts now includlng VAT. 22 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 15. Creditors: amounts fallins due within one yeaf 2025 2024 Bank loan (secured- see note 17) Trade creditors Accruals and deferred income Other credltors Fees in advance Depgslts Other taxes and 50clal security 56,712 71009 47.235 37,052 706,578 52,000 46548 45.540 61,212 521,179 17,000 41,449 171.865 1.093,451 784,928 Fees In advance represent fee5 received for Autumn term 2025. IS. Creditors: amounts falling due after one year 2025 2024 Bank loan (secured- See note 171 Deposits 345,579 81,000 426,579 407,CQ3 iii,000 518,003 17. Analysis of se¢ured debts The bank loan is wholly repayable in instalments as follows- 2Q25 2024 In less than one year In more than one year but less than five years In more than flve years 56,712 226,849 118,730 52,WO 208,000 199,(K13 402,291 459.003 The bank loan Is secured by legal tharBes over the freehold land and buildings and by a debenture in favour of Barclays 8ank plc. The bank loan was formalised with Barclays Bank plc on 10 April 2018 for a 13-year term at a varlablÈ Interest rate of 2% above base rate. 23 PENNTHORPE SCHOOL TRUST LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AU6UST2025 18. Commitments under operatlng leases At 31 August 2025 the company had total commitments under non-cancellable operatin8 leases which are payable as follows: 2025 2024 Within one year Between one and five years 27,214 l(X),224 127,438 28.848 28,848 19. Penslon commltments The penslon charge for the year includes employer contributions payable to Aviva APTIS la defined contribLrtion scheme for teacher51 of £201,13812024: £192,297) and at the year-end £24,43112024.. £24,713) was accrued in respert of contributions due to the scheme. The school also contributes to a Standard Life defined contribution scheme on behzlf of it5 Other staff. Employer contributions payable to that scheme were £31,941 12024.. £23,309) and at the year-end £4,08512024-. E6,255} was accrued in re5pert of contributions due to the scheme. ZO. Analysls of net assets between funds Unrestrlcted funds Restricted funds Totsl Fund balances at 31 August 2025 are represented by: Tan8ible fixed assets Current assets Creditors.. amounts falling due wirhin one year Creditors.. amounts falling due after one year 4.288,354 1.013,352 11,093,451) 1426,579} 3,781.676 4.288,354 1,013,352 11,093,4511 1426,579) 3.781.676 Unrestrlcted Restrlrted Funds funds Total Comparatlve Fund balances at 31 August 2024 are represented by: Tangible fixed assets Current assets Creditors.- amounts falling due within one year c￿dItors.. amounts falling due after one year 4,520.531 870.084 1784,9281 1518,0031 4,087.684 4,520,531 870,084 1784,9281 1518,0031 4,087,684 24 PENNTHORPE SCHOOL TRUST LIMITED NOTE5 TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST2025 21. Restrftted funds During the year, Frlends of Pennthorpe made a donation of £12.000 to the school to contribute to the FOP Shelter. All donations received in the year were fully spent at the year end. 22. Share capital and control The company 15 limited by guarantee and does not have a share capital. In the event of a winding up, each member guarantees to contribute èn amount of no more zhan El. 23. Related party transartion5 Three Df the governors had childrenlgrondchi1d￿n at the School, fees were charged at normal Tates with no discounts for being govemors at the school. During the year the son of one of the governors was employed by the school. 2tL Events after the end of the reporting perlod On l January 2026, subsequent to the year end, the khool entered into a leEally bindins agreement under which it will be acquired by Hurstpierpoint College Limited Itharity number 10764981, a wholly owned 5ubsidiaryof The Woodard Corporation Icharity number 10962701. Both entitles are registered harities and are ultimatety controlled b¥ boards of trustees acting in furtherance of their respettive charitable objects. The transaction will result in the School becoming part of a wider charitable group. As at the balan Sheet date. no changes ta control. governance arrangements. or operation31 management had occurred. Completion-related governance, reportin& and group consolidation arrangements wlll be established In accordance with the new structure following Completion. The trustees have 3sses5ed this event in accordance with FRS 102 Sertion 32 (Events after the End Of the Reportlng Period) and the Charities SORP IFRS 1021 and have determined that it represents a non-adjusting post balance sheet event. as the conditions giving rise to the transaction did not exist at the balance sheet date. Accordingly. no adjustment5 have been made to the amounts recoEni5ed in these financial statements. The trustees have considered the implications of this tran5artion when reviewlng the 5Ghool's going concern assessment and conclude that it provides additional long-terni financial stability and acce55 to shared resources. The trustees therefore conslder the going con￿rn basis of preparation to remaln approprlate. 25