Reglstered number: 00587487 Charlty number: 307793 MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) GOVERNORS, REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guaranlee) CONTENTS Page Reference and Administrative Delails of the Company> Its Governors and Advisers Governors. Report Independent Auditor's Report on the Financlal Statements Slalement of Flnanclal Activilies 8- 11 12 Balance Sheet Slalemenl of Cash Flows 14 Notes to the Financial Statements 15-30
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {A Company Limiled by Guarantee) REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS GOVERNORS AND ADVISERS FOR THE PERIOD ENDED 31 DECEMBER 2024 Governors Mr S J Hodson, Chairman Mr T N M Lawson Mrs A H Petch Mr P W Smallwood Mr H R F Somersel Company reglstered number 00587487 Charity regislered number 307793 Reglstered office Marlborough House School Trust Limited. High Slreet, Hawkhurst, Cranbrook, TN18 4PY Head Mr E Newton Company Secretary Mr E Newton Independent auditor Crowe U.K. LLP, Medway Bridge House, 1-8 Fairmeadow, Maidstone, Kent, ME14 1JP Page 1
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) GOVERNORS. REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024 The Governors present their Annual Report together with the audited financial statements for 1st September 2023 10 31 st December 2024. The Governors confirm that the Annual Report and linancial statements of the School comply with the current statutory requirements, the requirements of the company's governing document and Ihe provisions of the Statement of Recommended Practice ISORPI, applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 1021. Marlborough House School (the "School") is regislered with the Department for Children, Schools and Families as School Number 88616005. It is registered as Charity Number 307793, and holds the Company Registration number 587487, with the liability ol ils members limited to £1 each by guarantee. Within the insurance policies that the School holds is an extension that indemnifies the Trustees against any acts that result in action against them. None of the Directors of the School {the 'Directors"I has any beneficial interest in the Company. The Registered Office and principal address of the Company is at Marlborough House School, High Street, Hawkhurst, Kent TN18 4PY. Introduction As described in more detail in 'Review of Activities, below, the Company entered into an agreement during 2024 with another charitable company to prepare lor the combination of Marlborough House School with another local preparatory school. The legal transaction was completed on 31 December 2024 and was implemented by way of the Company passing its assets and liabilities al Ihat date lo the other charily. Following completion, Marlborough House School was owned by that other charitable company. The Company thus ceased operations at 31 December 2024 and has been dormant since then. The Directors decided to extend the accounting period under review lo cover the 16 months Irom 1 September 2023 to 31 December 2024, so that Ihe end of the accounting period coincided with the completion dale of the legal transaction and the date when the Company became dormant. STRUCTURE, GOVERNANCE AND MANAGEMENT Status of the company Marlborough House School was founded in 1874 and was incorporated on 18th July 1957 under the Companies Acts 1948 as Marlborough House School Trust Limited, a Charitable Company limited by guarantee. Governlng body The School is governed by its Memorandum and Articles of Association. The Directors, who were also the Charity Trustees and the School Governors, who served during the year are shown below.. Mr S J Hodson (Chairman) Mr S F Cloke (Resigned, 31 st December 20241 Mr T N M Lawson Mrs A Petch Dr R Ralnavel (Resigned. 28th June 20241 Mrs S R Reeves (Resigned, 31 sl December 20241 Mr O A Reynolds (Resigned, 1 st December 20231 Mr P W Smallwood Mr H R F Somerset Mrs J M Webb (Resigned, 1st December 20231 Mrs C A Wilson (Resigned, 31 sl December 20241 Page 2
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Llmlted by Guaranlee) GOVERNORS, REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 Board of Governors The Directors were required under the Articles to serve as Governors of the School. They were elected at a lull Governors, Meeting on Ihe basis of nominations received, after an appropriate recruitment process was undertaken from existing Governors and the Head laking independent advice as appropriate in order to ensure a suitable cross seclion of expertise, personal competence, specialist skills and local availability. Governors served for an initial term of five years and were eligible to stand for re election for further five year terms. Governor training New Governors were inducted into the workings of the School and the Company as a Registered Charity. including Board Policy and Procedures, Ihrough a program arranged by the Head. Training Days and Extraordinary Meetings are scheduled periodically lo provide updates for the Directors and to consider strategic planning and governance issues. New Governors were encouraged to attend the Association of Governing Bodies in Independent Schools IAGBISI New Governors Course and all Governors had Ihe opportunity to altend AGBIS briefings and specialisl courses run by external organisations. Organisational managemenl The Governors, acting as Direclors, determined the general policies of the School and reviewed its overall management and control. The day to day management of the School was delegated to the key management personnel, comprising ihe Head and the other members of the School's Senior Leadership Team. The Governors met as a Board at least three limes a year. The work of implemenling most of the Board's policies was Carried out by Committees ol the Board comprising 4 10 5 Board members.. the Finance and Property Committee {specifically lo review the budgets, annual accounts and reports), the Education and Welfare Committee and the Health and Safety Commiltee. Each Committee met at least three times a year prior lo the Main Board meetings. Each Committee operated under specific terms of reference agreed by ihe Board of Governors and had its decisions reported to and ratified by the full Board. The Head attended all meetings of the full Board and all meetings of the Board Committees. Group structure and relationships The School was an active member of Ihe Independent Association of Prep Schools {"IAPS") and the Boarding School Association I'BSA'I for the promotion and mainlenance of preparatory school standards generally and also took parl in peer group studies lor the evaluation of quality and performance improvement methods. The School actively seeked to engage with local Charities, community and voluntary groups in continuing endeavours to widen public access to ils lacililies, to Oplimise the educational use of ils cultural and sporting facilities and to awaken in the pupils an awareness of the wider social context of the education they received at the School. OBJECTIVES AND ACTIVITIES The principal object of the Company, in accordance with its Memorandum and Articles of Association, was the education of children at the Independent Preparatory School of Marlborough House, Hawkhurst, Kenl. In the furtherance of this object, the Directors, as the Charity Trustees, have complied with the duly in section 4 of the Charities Act 2011 to have due regard to the Chariiy Commission's published general and relevant sub sector guidance concerning the operation of the public benefit requirement under that Act. Page 3
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) GOVERNORS, REPORT {CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 Prlnclpal Acllvlty Marlborough House School Trust's principal activity was the provision of a Preparatory School in Hawkhurst for girls and boys aged from 2 ½ to 13. In conducting its business, the School was one of the biggest local employers with many members of ils staff resident within the immediate vicinity. The School used the services ol local businesses and suppliers wherever possible. Pupil numbers stood al 190 with an additional 34 in Nursery giving a total school role of 22412023- 2481 in the Autumn term 2024. Following the transfer of Ihe assets and liabilities of the Company to another charilable company on 31 December 2024, as described in more detail in 'Review of Aclivilies, below, Marlborough House School was owned by that other charitable company, and the Company ceased operations and became dormant. Slralegic Aim and Effect The Board's overall strategic aim was to satisfy the requirements of public benefit by operating Marlborough House School as a charitable Independent Preparatory School. While the fam ilies of most of the School's pupils paid full fees. the Board aimed to set these fees at a level which enabled the School to provide bursaries on a means lested basis lo the families of a number of pupils who othemise would not have been able to attend the School. In addition, the Board's strategic aim for the School was for il lo offer an outward looking, secure and inclusive environment for the whole School communily, using high quality resources and lacililies and providing an excellent all round education for the School's pupils. To help achieve ils objectives, the Board aimed to ensure that the School was as close to capacity as possible, maintained a high "teacher to pupil" ratio and tailored its leaching and pastoral care services to suit pupils, individual needs. Objectives lor Ihe Year The Board's main objectives for the School during the period under review were.. lo support the Head's drive and passion to build on recent successes to develop the whole School community le.g with events organised for staff, Pupils land their families) and alumni lo allendl; to continue to develop the School's strategy, focused on continued educational improvernenl and modernisalion of the curriculum, as well as reviewing and agreeing new short and medium financial and staffing plans., to continue lo educate pupils at the School to a very high standard, ensuring all pupils reach their full potential in all aspects of School life and are well prepared for their move into senior school. to continue to provide bursaries and other financial support to the families of pupils who would otherwise not be able to allend the School- to continue to work collaboratively with local charities, community and volunlary organisations and educational bodies to provide access lo the School's facilities. to seek a partner with a view lo providing a more sustainable future. Page 4
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limiled by Guaranlee) GOVERNORS, REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 STAFF Volunteers The Friends of Marlborough House School conlinued to help the School's charitable fundraising and cultural activities during the period under review, with members devoting considerable time and resources on a voluntary basis. The Board has been very appreciative of their work and that of their predecessors on behalf ol the School over many years. Remuneration of Employees The remuneration of the Head was set by the Board. The remuneration of other members of the Senior Leadership Team and all other staff was determined by the Head in accordance with Ihe whole School remuneration policy and budget, which was sel annually by the Board following a recommendation by the Finance and Property Committee. In setling this policy and budget, reference was made to comparisons with other schools lo ensure that the School was sensitive lo the broader issues of pay and employment conditions elsewhere. Staff costs were, by a long way, the largest single element of the School's regular charitable expenditure and the Board believes thal successful delivery of the School's charitable vision and purpose was very significantly dependenl on the skills, expertise and performance of the key managemeni personnel and all other members of the School's staff. REVIEW OF ACTIVITIES Achievements and Performance Following on from a successful Independent Schools Inspectorate in January 2023, when Ihe School was rated "Excellent" in all areas, the School continued lo look for ways lo always raise the standards of the teaching and learning standards. This was achieved through various ways including, but nol limiled to, increased IT provision, closer monitoring of teaching and learning, regular meetings of sub committee groups and enhanced use of Ihe new developed all-wealher sports pitch and the Art and DT Centre of Excellence. The School made a conscious decision to support a number of local charities as well as some national ones. Donations were made as lollows: British Red Cross.. £267.40, Children in Need.. £836.93. Barnardo's: £202.90, Kwest Charity Books.. £191 and various donations to the Local Food Bank. As referred to in last year's Governors. Report, the Board has been giving active consideration to the School's overall strategic position, againsl the background of the many challenges facing the independent school sector, both economic and political. The Board accelerated this process during the first lew months of 2024 and considered a number of different configurations for the School, as well as entering into early stage discussions with several potential partners. These discussions culminated in Ihe announcement in September 2024 of the planned combination ol Marlborough House School with another local and charilably owned preparatory school, Vinehall School, to become effective in September 2025. The legal Iransaclion to prepare for the combination of the Iwo schools, which took place at 31 December 2024, involved the transfer by the Company of ils assets and liabilities to Marlborough House Vinehall School Ltd, the re-named charilable Irust which owned and operated Vinehall School from its site near Robertsbridge in East Sussex. The newly merged school, named Marlborough House Vinehall. opened on the Robertsbridge site in September 2025, with Eddy NeOn, who has been Head of Marlborough House School for the past live years, as its new Head. Following the transfer of its assels arld liabilities on 31 Decernber 2024, the Company ceased operations and became dormant. Page 5
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guaranlee) GOVERNORS. REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 FUTURE DEVELOPMENTS As at 31 December 2024, the assets and liabilities were transferred to another charitable trust and al this point the charitable company became dormant. Therefore, there are no future developments to consider for the Company. FINANCIAL REVIEW The period under review comprised a 16 month period from 1 September 2023 10 31 December 2024, which covered four school terms. The previous period from 1 September 2022 to 31 August 2023 was a 12 month period and covered three school terms. Therefore the two periods are not strictly comparable. The directors report a deficit of £678,181 for the 16 month period to 31 December 2024112 monlhs to 31 August 2023- £31,308). Total income was £4,834,049 (2023.. £3,562,831) and total expenditure was £5.512,23012023'. £3,614,139). Capital expenditure during the year lolalled £59,56912023- £172.7711- This was spent on fixlures and fittings and computer equipment. Investment powers are set out in the Memorandum and Articles of Association. These permit Ihe Directors lo invest the monies of the Trust not immediately required for ils purposes in such inveslmenls, securities or property as may be Ihought fit, except for monies subject lo lor representing property subject to) the jurisdiction ol the Charity Commissioners for England and Wales or the Secretary of State for Children, Schools and Families, which may only be invested as may for the time being be prescribed by law. During the period investment income totalled £12,671 (2023.. £2191. RESERVES POLICY Al 31st December 2024, the School had no reserves as these were transferred to Marlborough House Vinehall School Ltd upon completion of the transfer agreement. Therefore, there is no reserves policy for the company to take forward as il is now dormant. PRINCIPAL RISKS AND UNCERTAINTIES Following the transfer of the entire undertaking. assets and liabilities ol the school to Marlborough House Vinehall School Ltd on 31st December 2024 the school had no continuing activity and the entity became dormant. GOING CONCERN Accounting standards require the Governors to consider the approprialeness of the going concern basis when preparing the financial statements. The Charitable Company has ceased operations following the transfer of trade and assels on 31 December 2024 and at that point became dormant. Therelore the Governers have adopted an alternative basis other than going concern in preparing Ihe Governors, repori and accounts. There is no material difference between the recognition or measurement of amounts in the financial statements. Page 6
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) GOVERNORS. REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 GOVERNORS, RESPONSIBILITIES STATEMENT The Governors {who are also directors of Marlborough House School Trust Limited for the purposes of company lawl are responsible for preparing the Governors, report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards {United Kingdom Generally Accepted Accounting Practice). Company law requires the Governors to prepare financial statemenls for each financial period. Under company law the Governors musl not approve the financial statements unless they are satisfied that Ihey give a true and fair view of the stale of affairs of the School and of the incoming resources and application of resources, including the income and expenditure, of the School for that period. In preparing these linancial statements, the Governors are required to: select suitable accounting policies and then apply them consistently. observe Ihe melhods and principles in the Charities SORP. make judgments and accounting estimates that are reasonable and prudent., state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements., prepare the financial statements on the going concern basis unless it is inappropriate to presume that the School will continue in operation. The Governors are responsible for keeping adequate accounting records that are sufficient to show and explain the School's transactions and disclose with reasonable accuracy at any time the financial position ol the School and enable them lo ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the School and hence for taking reasonable steps for the prevention and detection ol fraud and other irregularities. DISCLOSURE OF INFORMATION TO AUDITOR Each of the persons who are Governors at the time when this Governors, report is approved has confirmed that- so far as that Governor is aware. there is no relevant audit information of which the School's auditor is unaware, and that Governor has taken all the steps that oughl to have been laken as a Governor in order lo be aware of any relevant audit information and to establish that the School's auditor is aware of Ihal informalion Approved by order of.the me bers of the board of Governors on and signed on Iheir behalf by.. Mr S J Hodson Page 7
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAFILBOROUGH HOUSE SCHOOL TRUST LIMITED Oplnlon We have audiled the financial statements of Marlborough House School Trust Limited Ilhe 'charitable company'l for the Period ended 31 December 2024 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the related notes, 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, including Financial Reporting Standard 102 'The Financial Reporting Slandard applicable in the UK and Republic of Ireland, (United Kingdom Generally Accepted Accounling Practice). In our opinion the financial slatements: give a true and fair view of the state of the charitable company's affairs as at 31 December 2024 and of its incoming resources and application of resources, including ils income and expendilure for the Period then ended., have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Praclice., and have been prepared in accordance with the requirements of the Companies Act 2006. Basis lor opinion We conducted our audit in accordance with International Standards on Auditing (UK) IISAS {UKII 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 repori. We are independenl of the charitable company in accordance with the ethical requirements that are relevant to our audil of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fu5filled our other ethical responsibilities in accordance with these requirements. We believe thal the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasls of Matter- financial statements prepared on a basis olher Ihan going concern We draw attention to Nole 2.2 to the financial statements which explains that the Charitable Company has ceased operations due to the transfer of trade and assets lo Marlborough House Vinehall School Ltd and therefore do not consider it lo be appropriate to adopt the going concern basis of accounting in preparing the financial slatemenls. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2.2. Our opinion is not modified in respect of this matter. Other Information The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Governors are responsible for the other information contained wilhin the Annual Report. Our opinion on the linancial statements does not cover the other information and. except to the extent othemise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is lo read the other information and, in doing so, consider whether the other information is materially inconsislenl with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required lo determine whether this gives rise to a material misslatemenl in Ihe linancial statements themselves. 11, 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. Page 8
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {CONTINUED) Opinion on other malters prescribed by the Companles Act 2006 In our opinion, based on the work undertaken in the course of the audit.. the information given in the Governors, Report including the Slralegic Fleport for the financial Period for which the financial statemenls are prepared is consistent with the financial statements. the Governors, Report and the Strategic Report have been prepared in accordance with applicable legal requirements. Matlers on whlch we are required lo 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 misstalemenls in Ihe Governors, Report including the Strategic Report. We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion.. adequale accounting records have not been kept, or returns adequate for our audit have nol been received from branches not visited by us., or the financial statements are not in agreement with the accounting records and returns. or certain disclosures of Governors, remuneration specified by law are not made., or we have nol received all the information and explanations we require for our audit. Responslbllllles of Governors As explained more fully in the Governors, Responsibilities Statement. the Governors (who are also the direclors of the Charitable Company for the purposes of company lawl are responsible for the preparation of the financial statements and lor being salislied that Ihey give a true and fair view, and for such internal control as the Governors determine is necessary io enable the preparation ol financial statements that are free from material misstatement, whether due lo fraud or error. In preparing the financial statements. the Governors are responsible for assessing the Charitable Companls ability lo continue as a going concern, disclosing, as applicable, matters related lo going concern and using the going concern basis of accounling unless the Governors either intend to liquidate the Charitable Company or to cease operalions, or have no realistic alternative but to do so. Page 9
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {A Company Limlted by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial stalements as a whole are free from material misstatement, whether due to fraud or error, and lo issue an Auditor's Fleport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS IUKI will always delect a material misstatement when it exists. Misslatemenls 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. Irregularilies, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatemenls in respect of irregularities, including fraud. The extent to which our procedures are capable of delecling irregularities. including fraud is detailed below- We obtained an understanding of the legal and regulatory frameworks within which the Charitable Company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and SOFIP 2015. We identified the greatest risk of material impact on the financial statements from irregularities. including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included.. enquiry of management about the Charitable Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance. examining supporting documents for all material balances, transactions and disclosures., enquiry of management and review and inspection of relevant correspondence., evaluation of the selection and application of accounting policies related lo subjective measurements and complex transactions. analytical procedures lo identify any unusual or unexpected relationships; testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements., and review of accounting estimates for biases. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. These inherent limitalions are particularly significanl in the case of misstalemenl resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or Ihe provision of intentional misrepresentations. A further description of our responsibilities for the audit of the financial statements is localed on the Financial Reporting Council's website at.. www.frc.or .uklaudilorsres onsibililies. This descripiion forms part ol our Auditor's Report. Page 10
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (CONTINUED) 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 01 the Companies Act 2006. Our audit work has been undertaken so that we mighl state to the Charitable Company's members those matters we are required to slate lo them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law. we do not accept or assume responsibility to anyone other than Ihe Charitable Company and its members. as a body, for our audit work, for this report, or for the opinions we have formed. lan Weekes (Senior Slalutory Audilor) for and on behalf of Crowe U.K. LLP Statutory Auditor Medway Bridge House 1-8 Fairmeadow Maidstone Kent ME14 1JP Date: Page11
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT) FOR THE PERIOD ENDED 31 DECEMBER 2024 Unreslricted Total funds lunds 16 months 16 months ended ended Year ended 31 31 December 31 December Augusl 2024 2024 2023 Total funds Note Income from: Donations and legacies Charitable activities Other trading activities Investments 16,988 4,785,479 19,323 12,259 16,988 4,785,479 19,323 12,259 1,686 3,548,255 12,671 219 Total income 4,834,049 4,834,049 3,562,831 Expenditure on: Charitable activities 5,512,230 5,512,230 3,977,803 Tolal expendlture 5,512,230 5,512,230 3,977,803 Net expenditure before net losses on investmenls Net losses on transfer of assets (678,181 > (678,181) (4,494,148} {4,494,148) (414,972) Net movement in funds before other recognised galnsl(losses) {5.172,329} (5,172,329) {414,972) Other recognised gainsl{losses): Gains on revaluation of fixed assets 755,065 Net movement in funds {5,172,329) (5,172,329) 340,093 Reconcilialion of funds: Total funds broughl forward Net movement in funds 5,172,329 5,172,329 (5,172,329) (5,172,329) 4,832,236 340,093 Total funds carried forward 5,172,329 The Statement of Financial Activities includes all gains and losses recognised in the Period. The notes on pages 15 to 30 form part of these financial statements. Page12
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) REGISTERED NUMBER: 00587487 BALANCE SHEET AS AT 31 DECEMBER 2024 31 December 2024 31 Augusl 2023 Note Fixed assets Tangible assets Investment property 12 13 5,173,175 950,000 6, 123,175 Current assets Stocks Debtors Cash at bank and in hand 14 15 9,546 59.856 25, 775 50,000 50,000 95,177 Current liabilities Creditors.. amounts lalling due within one year 16 (50,000) (763, 119) Net currenl assets I Ilabllltes (667,942) Total assels less currenl liabililies 5,455,233 Creditors- amounts falling due after more than one year 17 (282,904) Tolal net assels 5,172,329 Charity funds Unfestricted funds 18 5, 172,329 Tolal funds 5, 172,329 The Governors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements. The financial tatements were approved and authorised for issue by the Governors on and signed on their behalf by.. Mr S J Hodson Page13
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024 16 months ended 31 December 2024 Year endea 31 Augusl 2023 Cash flows from operating activities Net cash provided byllused in) in operating activities (537,642) 2,169 Cash flows Irom Investlng actlvltles Dividends, interests and rents from investments Purchase of langible fixed assets Proceeds from sale of investment properties Inleresl paid New loans 12,259 219 (59,569) (172.771) 1,030,000 {69.593) (13,563) 130,339 Net cash (used in)Iprovided by investing activities 913,097 (55,776) Cash flows from linancing activitles Repayments of borrowing {326,424} (113,034) Net cash used In financlng actlvltles {326,424) (113,034) Change In cash and cash equlvalenls In Ihe Perlod Cash and cash equivalents at the beginning of the Period 49,031 (166,641) 167,610 969 Cash and cash equivalents al the end of the Period 50,000 969 The notes on pages 15 to 30 form part ol these financial statements Page 14
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 General Information Marlborough House School is a company limited by guarantee incorporated in England and Wales (company registration number 00587487 and charity number 3077931- The principal activity was Ihal of an independent school. Al the Period end, the assets and liabilities were transferred out of this charitable company and il became dormant at that point. Ils registered address is at'.- High Street Hawkhurst Cranbrook TN18 4PY Accountlng policies 2.1 Basis of preparatlon of flnancial stalemenls The financial statements have been prepared in accordance with the Charities SORP (FRS 102) Accounting and Reporting by Charilies- Statement of Recommended Practice applicable lo charities preparing their accounts in accordance with the Financial Reporting Standard applicable in Ihe UK and Republic ol Ireland IFFIS 102) (effective 1 January 20191. the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. Marlborough House School Trust Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at hislorical cost or transaction value unless otheiSe stated in the relevanl accounting policy. 2.2 Going concern Accounling standards require the Governors to consider the appropriateness of the going concern basis when preparing the financial statemenls. The Charitable Company has ceased operations following the transfer of trade and assets on 31 December 2024 and at that point became dormant. Therelore the Governers have adopted an alternative basis olher than going concern in preparing the Directors, report and accounts. There is no material difference between the recognition or measuremenl of amounts in the financial statements. Page15
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Llmlted by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Accounting policies (conlinued) 2.3 Income All income is recognised once the Company has entitlement lo the income, it is probable that the income will be received and the amount of income receivable can be measured reliably. School fees receivable, less any bursaries or scholarships are billed termly in advance and the income is recognised on the first day of the new lerm lo which Ihey relate. Where fees are received in advance of the relevant period, they are recognised as deferred income. Income receivable for extras to the core school fees is billed in arrears on the following term's bill when the amount of income receivable can be measured reliably. Amounts are recognised in the period lo which they relate and held in trade debtors until payment is received. Donations, legacies, grants and other voluntary income are accounted for when the following criteria are salisfied. entitlement has arisen, the amount can be reliably measured and the economic benefit is considered probable. 2.4 Expendlture Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit lo a third party, il is probable thal a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is classified by activity. The costs of each activity are made up of the total of direct costs and shared costs, including support costs involved in undertaking each activity. Direct costs attributable to a single aclivily are allocated directly to thal activity. Shared costs which contribute to more than one activity and support costs which are not attributable lo a single activity are apportioned between those activities on a basis consistent with the use of resources. Cenlral staff costs are allocated on the basis of lime spent, and depreciation charges allocaled on the portion of the asset's use. Charitable activities and Governance costs are costs incurred on the Charily's educational operations, including support costs and costs relating to the governance ol the Charity apportioned to charitable activities. All expenditure is inclusive of irrecoverable VAT. 2.5 Interest receivable Interest on funds held on deposil is included when receivable and the amount can be measured reliably by the Company., this is normally upon notification of the interesl paid or payable by the institution with whom Ihe lunds are deposited. 2.6 Tangible fixed assets and depreciation Tangible fixed assets costing £2.500 or more are capilalised and recognised when future economic benefits are probable and the cost or value of Ihe asset can be measured reliably. Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the measurement of cosl. Page 16
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Accounting pollcles (conlinued) 2.6 Tanglble flxed assets and depreclatlon (continued) Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated uselul lives Depreciation is provided on the following bases.. Freehold property Motor vehicles Fixtures and fittings Computer equipment over 10 - 50 years Straighl line over 5 years Reducing balance at 15 % Slraight line over 3 years 2.7 Investment properties The Trustees, policy was to revalue the company's investment properties at each reporting date. Governors assessed the value of the land and buildings based on an independent valuation carried out in 2023 and updated for current markei prices. No depreciation is provided in respect ol investment properties in accordance with section 16 of FRS 102 "Investment Property" 2.8 Slocks Stocks are valued at the lower of cost and nel realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriale proportion of fixed and variable overheads. 2.9 Debtors Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. 2.10 Cash at bank and in hand Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturily of three months or less from the date of acquisition or opening of the deposit or similar accounl. 2.11 Liabilities and provislons Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event, it is probable that a transler of economic benefit will be required in seltlement, and the amount of the settlement can b8 eslimaled reliably. Liabilities are recognised at the amount that the Company anticipales it will pay to settle the debl or the amount il has received as advanced payments for the goods or services it must provide. Provisions are measured at the best estimate ol Ihe amounts required to seltle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounls, discounted al the pre-tax discount rate that rellects the risks specific to the liability. The unwinding ol the discount is recognised in Ihe Slatement of Financial Activities as a finance cost. Page17
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Accounting policies {contlnued) 2.12 Flnanclal instruments The Company only has financial assets and financial liabililies of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised al transaction value and subsequently measured at their selllement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method. 2.13 Penslons The Company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Company lo the fund in respect of the Period. 2.14 Fund accounting General funds are unrestricted funds which are available for use at the discretion of the Governors in lurtherance of the general objectives of the Charity and which have not been designaled for other purposes. Reslricled funds are lunds which are lo be used in accordance with specific restrictions imposed by donors or which have been raised by the Charity for particular purposes. The costs of raising and administering such funds are charged against the specific fund. The aim and use of each restricted fund is set out in the notes to the linancial slatements. Investment income, gains and losses are allocated to the appropriate fund. Crltlcal accounling estimales and areas ot Judgmenl Estimales and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions.. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that hav8 a significant risk ol causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. il Tangible fixed assets: the Iruslees annually assess both the residual value of these assets and the expected useful life of such assets which is currently judged lo be up to 50 years, based on experience. ill Recoverabiliiy of trade debtors.. the directors annually assess whether a bad debt provision is required lor any bad or doubtful debtor balances. Page18
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Income from donalions and legacies Unrestricted Total funds funds 16 months 16 months ended ended 31 31 December December 2024 2024 Donations 16,988 16,988 Unrestricted funds Total funds Year ended Year ended 31 August 31 Augusl 2023 2023 Donations 1.686 1,686 Income from charitable activllies Unrestrlcled Total funds funds 16 months 16 months ended ended 31 31 December December 2024 2024 Gross fee income Less.. bursaries, scholarships and allowances Other charges to pupils Registration fees 5,005,479 5,005,479 1433.973) (433,973) 209,923 209,923 4,050 4,050 4,785,479 4,785,479 Page19
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {A Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Income from charllable activities (continued) Unrestricted funds Total funds Year ended Year endecl 31 Augusl 31 Augusl 2023 2023 Gross fee income Less.. bursaries, scholarships and allowances Other charges lo pupils Registration lees 3, 777,606 3, 777,606 (356,890) (356,890) 124,589 724,589 2,950 2,950 3,548,255 3,548,255 Income from other Irading aclivilies Income from fundraising evenls Unrestricted funds 16 months ended 31 December 2024 Tolal funds 16 months ended 31 December 2024 Lettings 19,323 19.323 Unrestricted funds Total lunds Year ended Year endea 31 Augusl 31 Augusl 2023 2025 Lettings 12,671 12,671 Page 20
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED {A Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Investment income Unrestrlcled Tolal funds funds 16 months 16 monlhs ended ended 31 31 December December 2024 2024 Bank interest 12,259 12,259 Unrestricted funds Total furpds Year ended Year ended 31 Augusl 31 Augusl 2023 2023 Bank interest 219 219 Analysis of expenditure on charltable actlvltles Summary by fund type Unrestrlcted funds Total 16 months 16 months ended ended 31 31 December December 2024 2024 Teaching costs Welfare costs Premises Support for schooling Bank interest and charges 2,974,365 670,460 1,056,910 733,317 77,178 2,974,365 670,460 1,056.910 733,317 77,178 5,512,230 5,512,230 Page 21
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Llmlled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Analysis ol expendilure on charitable activities (conlinued) Summary by fund type (conlinued) Unrestrictea funds RestriGted funds Total Year endea Year ended Year endeo 31 Augusl 31 Augusl 31 Augusl 2023 2023 2023 Teaching costs Welfare cosls Premises Support for schooling Bank interest and charges 2,246,925 471,928 547,496 691,360 17.781 2,313 2,249,238 471,928 547,496 691,360 17,781 3,975,490 2,313 3,977,803 Audltor's remunerallon 16 monlhs ended 31 December 2024 Year endea 31 Augusl 2023 Fees payable to the Company's auditor for the audit of the Company's annual accounts 16,160 16,675 Fees payable to the Company's auditor in respect of.. All non-audit services nol included above 1,000 1,000 Page 22
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Llmlted by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 10. Staff cosls 16 months ended 31 Year ended December 31 Augusl 2024 2023 Wages and salaries Social securily costs Contribution to defined contribution pension schemes 2,933,050 259,224 271,597 2,278,142 198,599 219,374 3,463,871 2,696,055 The average number of persons employed by the Company during the Period was as follows.. 16 monlhs ended 31 Year ended December 31 Augusl 2024 2023 No. No. Teaching Domestic Administralion 57 58 16 20 80 86 The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was: 16 months ended 31 Year ended December 31 Augusl 2024 2023 No. No. In the band £60.001- £70,000 In the band £70,001 £80,000 In the band £100,001 £110.000 In the band £130,001- £140,000 The total remuneralion and benefits received by key management personnel during the Period was £404.562 (2023: £ 325,781). Page 23
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 Governors, remunerallon and expenses During the Period, no Governors received any remuneration or other benefits {2023- £NIL). During the Period ended 31st December 2024, expenses tolalling £NIL were reimbursed or paid directly lo Governors12023 - £NIL). 12. Tangible fixed assets Freehold property Motor Fixtures and vehicles flttings Compuler equlpmenl Total Cost At 1 September 2023 Additions Transfers inlra group Disposals Depreciatlon Al 1 September 2023 Charge for the Year Transfers intra group On disposals 6,831,600 96,360 1,181,365 31,371 (206,534) (96,360> {1,006,202) 688,043 8,797,368 28,198 59,569 (28,198) {6,768,250) (688,043) {2,088,687) {6,533,518) (298,082) 1,978,661 181,404 (2,044,616) {115,449) 96.360 864,566 65,003 (46,793) {882,776) 684,606 3,624,193 12,499 258,906 (9,059) (2,100,468) (688,046) (1,782,631) (96,360) At 31 December 2024 Nel book value Al 31 December 2024 At 31 August 2023 4,852,939 316,799 3,437 5,173,175 Page 24
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 13. Investment property Freehold investment property At 1 September 2023 Disposals 950,000 (950,000) At 31 December 2024 Governors assessed the value of the land and buildings based on an independent valuation carried out in 2023. The investment property was disposed of in the Period. 14. Stocks 31 December 2024 31 August 2023 Finished goods 9,546 15. Deblors 31 December 2024 31 August 2023 Due within one year Trade debtors Prepayments and accrued income 50,052 9,804 59,856 Page 25
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 16. Credltors: Amounls falling due within one year 31 December 2024 31 August 2023 Bank overdrafts Bank loans Trade credilors Fees in advance and deposits Other creditors Accruals and deferred income Advance payment scheme 24,806 126,068 83,046 475, 779 9,634 19,499 24,287 50,000 50,000 763, 119 A CBILS bank loan of £500,000 was taken out in 2020 and was repaid during the Period. Interest was being charged on the loan at 2.34°/o p.a over base rate. A Societe Generale bank loan of £130,399 was taken out in 2023 and interesl is being charged on the loan at 5.301. p.a. The loan is repayable in instalmenls over 5 years. This loan was transferred to Marlborough House Vinehall School Ltd on 31 December 2024. 17. Creditors: Amounts falling due alter more Ihan one year 31 December 2024 31 Augusl 2023 Bank loans 282,904 Page 26
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Llmlled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 18. Statement ol lunds (contlnued) Statement of funds- prlor Year Balance al I September 2022 Balance al 31 Augusl 2023 Gains/ (Losses) Income Expenditure Unrestrlcled funds General Funds 4,829,923 3,562,830 (3,975.489) 755,065 5,172,329 Restricled funds Restricted Funds - all funds 2,313 (2,313) Total of funds 4,832,236 3,562,830 (3,977,802) 755, 065 5,172,329 19. Reconciliation of net movement In lunds lo net cash flow from operatlng actlvltles 16 months ended 31 Year ended December 31 August 2024 2023 Net expenditure for Ihe Period las per Statement of Financial Activities) (5,172,329) (414,972) Adjustments for: Depreciation charges Interest paid Dividends, interests and rents from investments Lossllprofill on the sale of inveslmenl properties Lossllprofill on the disposal of fixed assels Decrease in debtors Increase/ldecreasel in creditors Decreasellincreasel in stock Loss on transfer of assets 258,906 69,593 (12,259) (80,000) 306,055 59,855 {644,791) 9,546 4,667,782 190. 705 13,563 (219) 172,959 24,086 15,676 371 Net cash provided byl{used In) operating activities (537,642) 2,169 Page 28
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 20. Analysis of cash and cash equivalenls 31 December 2024 31 August 2023 Cash in hand Overdraft facility repayable on demand 50,000 25, 775 (24,806) Total cash and cash equivalents 50,000 969 21. Analysls of changes in nel debt At1 September 2023 Cash flows Other non- cash changes A131 December 2024 Cash at bank and in hand Bank overdrafts repayable on demand Debt due within 1 year Debt due after 1 year 25,775 (24,806) (126,068) {282,904) 24,225 24,806 100,000 226,424 50,000 26,068 56,480 (408,003) 375,455 82,548 50,000 22. Pension commilments The charity also makes contributions to defined contribution pension schemes whose assets are held in an independently administered lund. During the Period, contributions of £271,597 {2023 £218,538) were made to the pension scheme with contributions of £nil (2023 £nil} outstanding at the balance sheel date. Page 29
MARLBOROUGH HOUSE SCHOOL TRUST LIMITED (A Company Limited by Guaranlee) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 23. Operatlng lease commltments At 31 December 2024 the Company had commitments lo make future minimum lease payments under non-cancellable operating leases as follows.. 31 December 2024 31 August 2023 Not later than 1 year Later than 1 year and not later than 5 years 31,646 110,825 142,471 Page 30