Reglstered no. 00141076 Reglstered charity no. 309678 HEADINGTON RYE OXFORD LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 HEADINGTON RYE OXFORD LIMITED CONTENTS Page Notice of AGM Directors,, Officers and Advisers Directors. report strategic report 9-20 Independent auditor's report 21-24 Consolidated ststement of financial activStlgs 25-26 Consolidated balance Sheet 27-28 School balance sheet 29-30 Consolidated cash flow Statement 31 Notes to the financlal statement5 HEADINGTON RYE OXFORD LIMITED NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held al the School, Headinglon, Oxford, al 2pm on Thursday, 26th March 2026, when the Annual Rewrt of the Directors will be submrtted lo the Company for consideratson and the following business will be transacted.. BUSINESS To receive and consider the Directors, Report and financial slalemenls for the year ended 31 July 2025 and the Report of the Auditor, To elect any new Directors appointed during the reporting period: To re-e￿cl the Directors fetiring by rolalion in accordance w((h Article 8.5 of the Articles of Association.. To accept the resignation5 of any Directors retiring during the reporting period: To appoint the Company's Auditor, To Iransacl any olhor business of an Annual General Meeting. By Order of tho Council R C Couzens Secretary HEADINGTON RYE OXFORD LIMITED DIRECTORS. OFFICERS AND ADVISERS YEAR ENDED 31 JULY 2025 Appointed Re.elected at AGM Chair of Council Mrs C OSTER WARRINER MA Oxon* 2017 2025 Vice Chairs of Councll Drc M RINGHAM BA Oxon PhD * + #_tIResigned March 2025). 2015 2022 Lady STANLEY OFALDERLEY Bsc Mr M CURTIS MA Oxon. 3E t {Appointed March 20251 2024 2022 2024 Directors Miss C BOYD BAIHonsl. 2023 2025 RevA G BUCKLEY BA Oxon. Diplmin (Oxonl, MA IMinistry}- {Appoinled October 20251 Mrs P GARDNER BA Oxon, ACMA. 2025 2023 2025 Ms K N NEWALL MAIHonsl, %" 2019 2025 Mrs S HAMPSHIRE % (Resigned March 20251 2024 Miss S HINCKS MA Oxon, PGCE.-t 2022 2024 MrA JOHNSTON Bsc MRICS, 2024 Mr T B HENRIKSON BSclHons) UMIST ' IAppointed March 20251 2025 Mrs S MCGREGOR - (ReS￿ned March 20251 2024 Mr T MONTGOMERY MBA Oxon. 2022 2024 MrA MYSOOR Bcom, Msc. MBA,. 2024 Mr R J NICHOLSON MA Oxon, 2022 2024 Members of the Finance and General Purposes Committee. Members of the Remuneration Sub-committee. Members of the Education Committee. ae Members of the Development Committee. Members of the Governance and Nominations, Committee. Members of the Risk and Cornpliance Committee. Directors of Headin9ton School Services Limited. HEADINGTON RYE OXFORD LIMITED DIRECTORS. OFFICERS AND ADVISERS (CONTINUED) YEAR ENDED 31 JULY 2025 OFFICERS Mrs C L JORDAN MA Oxon - Headmistress Mrs J CROUCH BA Head of Prep School - First Deputy Deputy Head (Paslorall - Deputy Head (Academic} Deputy Head (Pupil Experience) Deputy Head ISupracurricular} Bursar Mr S HAWKES BA Miss A PROCTOR BA Oxon, Msc Dr A-M STANTON-IFE MA C8ntab, PhD Mrs J CREBER BA Mrs R A THANASSOULIS MA Oxon Mr R C COUZENS MBE, MA Principal address and Registered Office Headington Rye Oxford, Oxford, OX3 OBL Bankers: BARCLAYS BANK PLC, John Eccles House, Robert Robinson Avenue. Oxford Science Park, Oxford, OX4 4GP. HANDELSBANKEN PLC. 2nd Floor Sea¢ourt Tower, West Way, Oxford OX2 OJJ. Sollcltors.. VEALE WASBROUGH VIZARDS LLP, Narrow Quay House, Narrow Quay. Bristol BS14QA. BROME JACOBSON, 151h Floor. 103 Colmore Row. Birmingham B3 3AG. ESP Solicitors, 68 Mitton Park. Abingdon, Oxfordshire, OX14 4RX. HARRISON CLARK RICKERBYS, Ellenborou9h House. Wellington Street. Chehenham. GL501YD. Audltor: CROWE U.K. LLP, Fourth Floor, Sl James House, Sl James, Square, Ch8llenh8m GL50 3PR. Investment Advlsors- SARASIN AND PARTNERS LLP, Juxon House, 1[￿ Sl Paul's Churchyard, London, EC4M 8BU Company Secretary: Mr R C COUZENS, MBE, MA, The Bursary. Headinglon Rye Oxford, Headinglon, Oxford, OX3 OBL. Clerk to the Directors: Mrs S MCMASTER BA, The Bursary, Headinglon Rye Oxford. Headington. Oxford, OX3 OBL. Website: on HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS ICONTINUEDI YEAR ENDED 31 JULY 2025 The Direclois, who are also Trustees of the Charity and Directors of Headinglon Rye Oxford Limited Ifoimedy Headington School Oxford Limiledl, present their Annual Report for the year ended 31 July 2025. This Report has been prepared in accordance with the Charities Act 2011 and the Companies Act 2006, including the Directors, Report and Strategic Report under the 2006 Act. together with the audited financial statements for the year. The Directors confirm that the Annual Report complies with the requiremen15 of the Acts, the Trust Deed, the Charities Statement of Recommended Practice (SORPI and Financial Reporting Standard IFRSI 102 DIRECTORS, REPORT CONSTITUTION AND OBJECTS Headinglon School was consliluled as a company limited by shares with Memorandum and Articles ofAssocialion on 23 July 1915. The School is a registered charity, number 30967811942}, a registered company, number 00141076. Its registered address is The Bu18ary, Headington Rye Oxford. Headington Road. Oxford, OX3 OBL. Rye Sl Antony School Limited was conslituied as a company limited by shares with a Deed of Trust dated 28 September 1962. Rye SIAntony is a registered charity, number 309685, 8 registered company, number 00612426.11$ registered address was Pullens Lane, Oxford OX3 OB Y. The company was dissolved fomially on the 14 October 2025. On the 15 September 2023. the Directors of both Headinglon School and Rye Sl Antony announced that, followi￿ detailed due diligence and legal advi￿, a decision had been taken ID merge the s¢1￿01$ In the best interests of both ¢h8ri1ies to fom Headinglon Rye Oxford Limited. Formal applications were subsequently made lo the Departrnenl of Education and the Charity Commission to amend the Chèrilable Objects of both s¢hools and seek approval for the merger. The Independent Schools Inspectorate conducted a Material Change Inspection on behalf of the Department of Education on the 12 January 2024 which Fecommended that the school's application lo merge be granted. On weipl ol formal approval from both the Department of Education and the Charity Commission, legal completion look place on the 19 March 2024. As a result, the school's combined on the 30 August 2024 to form a single, all-though School for boys and girls Irom Nursery to Year 6, and girls only from Years 7 to 13. The Charitable Objects and Memorandum and Articles have been updated lo reflect the mergor and the change of name. The School has 8 wholly owned trading subsidiary company. Headinglon School SerV￿es Limited lcompany number 0267744941, which operates some commercrdl lettings. VISION, VALUES AND ETHOS Vision Our vision is for Headington Rye Oxford to deliver a broad academic curriculum Coupled with a wide range of engaging ¢ocurricular activities in order for Headinglon Rye pupils lo be 'Fulure Ready, for lrfe beyond their lime al the School. This is underpinned by the School's updated charitable object, which is: "To advance education for the benefit of the public in any way that the InJste&s see fit, including the provision, maintenance and support of a school orschools, wherein the core values and tesching shall rellect a broad chi￿11an ethos, but also supporting pupils of 811 lailhs and wffth none." Values Headington Rye Oxford promotes the following values.. A holistic, incluswe and encouraging approach lo education which begins in the Prep School. grows with every sludenl and enriches the bcal community. Scholarly achievement, developing pupils that are Curious, Creative. Confident yel Collaborative. who are also Compassionate and Courageous. Pupils and staff who naturalty think of others.. promoting honesty. openness, tolerance and understanding. A body of staff who believe in helping every pupil find, pursue and enjoy as many aspects of the broad.based. wide• ranging curriculum as they can- instilling a sense of confidence and self-belief when facing new challenges. Cherishing the diversity of our commLJnity- everyone in the eommunrty has a voice. HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS (CONTINUED) YEAR ENDED 31 JULY 2025 Ethos Headinglon Rye Oxford is a charitable trust which seeks to benefit the public Ihiough the pursuit of ils slated aims. The fees are sel al a level commensurate with maintaining the financial viability of the School, whi151 continuing lo provide an excellent education for our pupil8. Our School welcornes pupils from all backgrounds and faiths. To admit a prospective pupil we need to be Satisfied that our School will be able lo edu¢ate and develop this individual lo the best of their potential and in line with the general standards achieved by their peers. Entrance interviews and assessments are undertaken lo satisfy ourselves and parents that potential pupils can cope with the pace of learning and benefit from the education we provide. An individual's economic status, ethnicity. race, religion. sexual orienlalion or disability do not form part of our assessment processes. The School is also cornmilled lo promoting a working environment that is free from any form of discrimination on the grounds of ¢olour. race, ethnicity, religion. gender, sexual orienlalion or disability. We will make reasonable adjuslmenls lo meet the needs of staff or pupils who a￿ or become disabled. However. in offering a place lo a pupil with special needs the Schcol will assess what technical expertise and physical measures can reasonably be provided lo meet those needs. There may be some physical conditions, in particular, for which the School may not be able lo make reasonable adjustments. All Directors, staff and volunteers are committed lo safeguarding and promoting the welfare ol our pupils. Directors recetve regular %Jpdates and training on regulatory and 5taluary changes lo Keeping Children Safe in Education IKCSIEI. Parents are given infomialion about their children's social and ac8demic progress through regular parent meetings, in addition to the traditional end of term and year reports. Older pupils are allocated a Form Tutor and Head of Year who are responsible for their pastoral care and academic development. The School also sends out weekly mailings el￿trOnicalLY to parents and pupils during lerfn lime. Addrtionally, information 45 also shared online through both the Student and Parent Portals. Parents participate in online parenl-leacher meetings, providing all parents, regardless of location. with the opportunrty to speak directly with their children's teachers. We also maintain regular contact with paren15 throughout the year through informal contacts and the publication ol a ￿gUlar e-newsleller. Parents are also able to provide temly feedback on key issues through meglings held between Form Group represenlalives and the School's Senior Management Group. AIMS. OBJECTIVES AND ACTIVITIES Alms To meet the purpose of the School's Charitable Object, we aim to.. Provide a slimulaling, eniiching and forward-thinking environment for all pupils, where achievement, ¢realivf(y. innovation, enterprise, and leadership are nurtured and developed. Encourage. challenge and value each indimdual, promoting honesty, openness. tolerance and understanding. cU￿1V£te seff-confjdence. Independen￿ and responsibility. with pupils being encouraged lo think of others, thereby equipping them to play an active and positive part in an ever-changing world. Give beneff( to our local community by providing access lo educational resources, expertise and facilities. Public Benefit In the furtherance of these aims the HeacEington Rye Oxford Directors, as the Charity Trustees. have complied with the duty in Section 17 of the Charities Act 2011 to have due regard lo the Charity Commission's published general and relevant sub- sector guidance concerning the operation of the Publ￿ Benefit requirement under that Acl. A detailed explanation as lo how the Directors discharge their Public Benefit responsibilities is contained in the Strategic Report. ObSe¢tives In setting objectives, the Director5 give careful wnsideration lo the Charity Commission's general guidance on public benerr( and in particular lo ils supplementary public benefil guidance on advancing education and fee-charging. The obiectives refle¢l the School's educational aims and ethos. and the underlying need not just lo maintain, bul lo enhance the School's academi suc¢es8. HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS (CONTINUED) YEAR ENDED 31 JULY 2025 Our key objectives for Headinglon Rye Oxford Limited for 2024-25 included.. To maintain high educational standards and strong pastoral support for our pupils following the merger,. To continue lo deliver a broad academic curriculum and a wide lange of o>curricular aclivilies, including offering new subjects lo support the 'Future Ready, slralegy", To Prepa￿ for the introduction of VAT on fees to ensure that the School ￿MaInS aecessible lo as many families as possible despf(e increased cost pressure5', To further promote the Headington Rye Access Programme in order lo provide financial assistance to support those families who cannot afford the full lees or have suffered an unexpected change in their financial circumstances., To conlinije lo maintsin and develop the qu81ily of the School's educational fabric and facilities, whilst investigating options lo m8ximise income from making best use of thè surplus estsle and f8cililies following the merger. Intended Impact The principal beneficiaries of these aims and objectives of Headinglon Rye Oxford Limited, HRO, are its pupils whose education is provided by the School and funded by parents, guardisns or from other charitable source5. The majorily of cUr￿n1 pupils al the School are drawn from the local community. Families on lower incomes are 5UPPOrted through the Headinglon Rye Access Programme. the School's means-lested financial assistance scheme. or by other concessions such as free music lessons for scholars. Through links established wrfih a number of schools, HRO also conlribules lo, and benefits from, the sharing of good practice with other education professionals. Wherever possible, access to the School's facilities are shafecs with local schools, community groups and other institutions. GOVERNANCE AND MANAGEMENT Governing Council.. Dlrectors as Trustees The School is overseen by the Governing Council and run by the Headmistress. The Prep School is run by the Head of the Prep School who reports diffclly lo the Headmistress. The finances. eslales and non-academic operational functions are controlled on behalf of Council by the Bursar. The Headmislre5s, Head of the Prep S¢htx)l and the Bursar are all supported by their own management teams and together this group ¢onstilules the Senior Managetnenl Group. The Headmistress, Head of the Prep School and Bursar allend all meeting5 of the Goveming Body's commillees, save for the Remuneration Committee where the Headmistress and Bursar attend in part. The Governing Council is comprised of those Directors as sel out on page 2. The Diieclors of Ryè St Antony joined the Governing Council of Headington Rye Oxford Limited on 21 March 2024, following the legal Completion of the merger. The Oireclors are also Charity Trustees. All Directors give of their lime freely. No Govemor ￿ person connected with a Governor received any benefit from means-tested bursaries awarded lo our pupils. Directors. Interests The Direetors. as Dire¢lors of Headinglon Rye Oxford Limited, each held one share throughout the period. Mrs Gardner held non-beneficial interest in 1.037 shares jointlywith Mrs Newall as Trustees of the Headington SchcY)l General Charitable Trust. Recruitment and Tralnlng of Directors The Gove¥nan¢e and Nominations Committee regularly rev¢ew the competenctes and experience of existing Directors against the required skills matrix of Council. Vvhere gap5 in competencies are identified. or when Directors are approaching the end of their nine-year tenure, the Committee identifies potential ¢andidales, using external support from a specialist recruitment company when required. Short-lisled candidates are interviewed formally by members of the Governance and Nominations Committee and selected individuals are subsequently recommended to Council for approval based on Ihoir experience. knowledge, skills and diversity, as well as their ￿rceiVed abilty lo contribute lo the collective responsibilities of Council. A broad range of expertise ss deemed essential to ensure a balanced and comprehensive approach lo developing the School. Direclois a￿ trained through a combination of Charity Commission. Association of Governing Bodies of Independent Schools IAGBISI and other Departments, guidance and advice. attendance on relevant training Courses provided by a range of educalionallfinanci81 organisalions. and through information briets tailored lo surt their needs. Directors also attend an annual training day run by the School, bul supported by extemal speakers lo ensure that they remain aware ol changes lo their regulatory and slatulory responsibilities, as well as changes in the educalDn environment more generally from an academic and pastoral perspective. HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS (CONTINUED) YEAR ENDED 31 JULY 2025 Organisational Management The Directors operate a meeting regime designed lo ensure that the outcomes of its strategic ieview feed into the subsequent cycle of sub-committee and Governing Council meetings throughout the year. Each term, the functional sub-comfflillees meet to discuss strategic and operational matters that affect the educational direction and performan¢e of the School and ils abilrty lo market ils uniqug selling points and raise funds to support ils aclivilies. These SU￿cOMmittee meetings support lull Governing Council meetings in December, March and June when the overall performance of the Sch¢x)l 15 reviewed. Group Structure and Relationships The School is a Charity registered as Headinglon Rye Oxford Limited. The School also operates a wholly owned trading subsidiary called Headinglon School Services Limited," the Directors of which are ind￿ated on Pages 2 and 3. The principal purpose of Headington School Services Limited continues to be the piovision of lettings and other trading activities on behalf of Headinglon Rye Oxford Limited. Remuneratlon Pollcy Staff costs are the largest single elamenl of the School's charitable expenditure. In ordei to recruit and ￿taIn the best stsff, pay scales are competitive and benchmarked frequently using the Baines Culler Solutions report. The appropriateness and relevance of the remuneration policy is Yeviewed biennially to ènsure that staff continue lo be rewarded fairly and to lake account of local economic conditions. Siaff are recruited on a pay scale wrthin a sel band commensurate with their skills and experience, providing scope for progression in order lo reward excellence. The remuneration of the Senior Leadership Team, including the Headmistress, is reviewed annually by the Remuneration Committee. Pay progression is based on the overall performan￿ of the School and the personal fecommendation of the Headmistress, supported by appraisal reports and external assessmen15 where appropriate. Employment Policy The School is an equal opportunities employer, which Ire81s all prospective and existing staff wf(houl favour, regardless of their religioLts beliefs, ethnicity or sexual orienlalion. We are committed lo providing the opportunity for people with disabilities lo be employed whenever suitable work is available and to be able to lulfil their career potential The School is also committed to providing employee information in foms Ihal a￿ accessible lo all employee groups and lo engaging in regular consultations through the Staff Association land other forums) so that employees. views can be taken into account. Employees are made aware of the financial and economic perfom)ance of the School Ihrovgh regular updates by the Bursar. Promotlon of the success of the organisatlon to benefit Its member5 The Direclois confirm that in accordance with Seclion 172111 of the Companies Act they act in a way they consider most likely lo achieve the purposes of the Company. In making this 85se55menl. the Directors consider the relevant actions of the Board are described throughout the report. Taking the aieas required for disclosure in turn.. The likely consequences of any dacision In the long temi The long-lerm sustainability gf the School is detailed in the Strategic Report. Specifically, the Directors consider both operating results and financial projections and the key risks that could negatively impact the sustainability of the school. The Finan￿ and General Purposes Committee and the full Council review managernenl information, budgets, forecasts, cashflow proje¢lions and progress again51 budget on a regular basi5. Risk management and the laver of reserves are also discussed further in the report see paues 16 and 17. b. The interests of the company's employees In relation lo employee engagement, the Directors receive reQu￿r reports from management on the mood of the employees and speak directly to staff during their frequent visits lo the School. Staff are briefed regularly by members ofthe Senior Leadership Team on the performance oflhe School and strategic plans. The School conducts an annual staff survey and the findings are reported directly lo the Directors. The Chair of Directors also meets annually with the Chair of the Staff Association. c. The need to foster the company's business relatlonshlps with parents, suppllers, and others In relation to key stakeholder engagement, the Directors work closely wf(h parents, staff and pupils. Directors receive feedback from Academie and Pastoral stsff regarding pupil forums such as Student Voice and Directors meet with pupils in advance of Council meetings and during other regular visits. In accordance with financial procedures and standard payment term5, supplier payment is due within 30 days after the School receives the invoice from the supplier. HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS (CONTINUED) YEAR ENDED 31 JULY 2025 d. The impact ofthe company's operations on the communlty and the environment The Dire¢tors have provided a review of emissions for Headinglon School later in the report in compliance with the Streamlined Energy and Carbon Reporting ISECRI Report The Directors a￿ proud of the Community Serv Aclivrties of the PLtpils which a￿ described in more detail in that section of the report on pages 1110 14. e. The desirability of the company maintalning a reputation for hlgh standards of business conduct The School lakes a zero-lolerance approach towards fraud, bribery and corruption. 11 is committed lo complying with all applicable laws 8nd regulations relating to fraud, bribery and corruption. The Bursar Conducts fraud awareness training for all staff during INSET updates. f. The need to act fairly as between membèrs of the company. The Directors understand the Charity Commission requirements and acknowledge the need to avoid and manage potential conflicts of interest. The Company is limited by guarantee so does not have share capital with the result that issues relating lo D1￿clOr shareholders or ￿latIonS between majorrty and minority shareholdeis do not apply. It is the principal policy of the Directors lo provide a broad-based and slimulaling education that enables all pupils to lully exploit their academic potential as well as providing an extra-curriculai programme which aims lo devek)p vocational skills. life-long leisure interests and helps lo bu51d self-confiden¢e and a desire lo contribute lo the community. The Governing Council review compliant policies annually. which are reviewed In detail by the Educats'on Committee and al Full Council. These policies are available via the School website and parent portal. STATEMENT OF ACCOUNTING AND REPORTING RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and the financial statements in accordance with 2pplicable law and regulations. Company law requiies the Directors lo prepare financial slalements for each financial year in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and 2pplFcable lawl. The financial slalemenls are required by law to give a true and fair view of the slate of affairs of the charity and of the income and expenditure of the charity for that period. In preparing these financial stalemenls. the Iruslees are required lo.. select the most suitable accounting policies and then apply them consislenlly., obselve the method5 and principles in the Charities SORP., make judgments and accounting estimates that are reasonable and prudent.. slate whether applicable UK Accounting Standards have been followed. subje¢l lo any material departures disclosed and explained in the financial slalemenls", 8nd prepare the financial slalemenls on the going concern basis unless it is inappropriate lo presume that the charitable company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient lo show and explain the charitable ompany's Iransaclions, disclose with reasonable accuracy al any lime the financial posvcion of the charitable Company and enable them to ensure that the financial statements comply wrfh the Companies Act 2006 and the provisions ot the charity's consli(ulion. They are also responsible for safegvarding the assets of the charity and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregylarilies. The Directors confimi that the audf(or has been provided with the relevant information to prepare the audrt report. Each member of the Goverrtring Body has taken all the steps that they should have taken in order lo make themseFves aware ofthe relevant audit information and lo establish that the School's auditor is awaie of that information. HEADINGTON RYE OXFORD LIMITED ANNUAL REPORT OF THE DIRECTORS (CONTINUED) YEAR ENDED 31 JULY 2025 STRATEGIC REPORT MISSION STATEMENT The School's mission is to Provide the necessary education. training and support lo enable pupils lo devefop their potenlk?I as individuals lo be Creative. Confident. Compassionate, Courageous, Collaborative and Curious, thereby ensuring that they are 'Fulure Ready. when they leave Headinglon Rye Oxford so that they will be able lo lake their place in society and be effective ¢onlribulors lo f(. STRATEGIES TO ACHIEVE PRIMARY OBJECTIVES The continued success of the School is dependent on maintaining ils excellent academic reputation and ability to offer pupils broad curriculum. Therefore. in order to support the 'Fulure Ready, strategy, the Directors remain committed lo investing in both staff and facilities in orderlo provide the best education possible for our pupils. Fee affordability rernains a key concern due to inflation, the introduction of VAT, the loss of mandatory Business Rale Relief and rising cost of living pressures. The Directors monitor staff remuneration in order that the School is able lo recruit and retain the best staff in an increasingly competitive market. Dirèclois are also conscious that the cost of accommodation in Oxford is significantly higher than in other regions and tske this into account when setting staff remLJneralion. The School participates in the Baines Culler Solutions financial benchmark survey in order that Directors can track trends for fees, pay, allowances and operating costs across Ihg independent education sector. The Diieclors are committed to ensuring that pupils have access lo the best academic, co-curricular and boarding facilities possible to complement the exeellent teaching and pastoral care. In addition lo the construction of the Creativity and Innovation Centre in May 2021 and the Food and Nutrition Centre in June 2022, the new rowing boathouse on the R¢ver Thames al Long Wittenham was completed in December 2023. providing the School with ils own boathouse following many years of renting space in another lo¢al school's facilities. The new boathouse is a world-class facility that is already helping lo attract pupils lo the School to train and compete al the highest levels. Headinglon Rye Oxford has a large and vibronl boarding eommunily. As a result of an increase in the demand for more flexible boarding options and greater traffic congestion across Oxford. the School continues lo promote rnore flexible boarding options 50 that pupils who live locally have the option of overnight accommodation in order that they Can make maximum use of the extensive after-school cook value At 31 July 2025 316,659 316,666 At 31 July 2024 307,007 307,073 Headinglon Rye Oxford Limited holds a 50OA equity investment in Headington and MCS Bus Partnership Limited. The investment is accounted for using the equty method in the group. Management fees of £2,335 (2024- £4.555) were deducted from cash generated in portfoli). Page 45 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 16. Flxed asset investments {continuedl Investments in Investment$ subsidiary In ompanies assoclates Listed securities Totsl School Cost or valuatlon At 1 August 2024 Additions Revaluations 307.007 307.017 84 9,568 9.568 Al 31 July 2025 316.659 316,669 Net book value At 31 July 2025 316,659 318.669 At 37 July 2024 307,007 307,017 Principal subsidiarles and assoclates The following was a subsidiary undertaking of the School.. Name Class of shares Holding Included in consolidation Headinglon School Services Limited Ordinary 100V. Yes The School own5 1000A of Headinglon School Services Limited Iregislered company number 026774941. The registered address of Headinglon School Service5 Limited is the same as the School's. Headinglon School Services Limited predominantly provides sports facilities lo the School. 11 ¢ovenanls ils taxable profits to the School. Income Expendlture Profit for the year Net a$s8ts Headinglon School Setvices Limited 793,542 1307,7921 485.750 293,163 Headinglon School Hong Kong Foundation Limited, a company limi(ed by guarantee wfilx)ul share capital, 18 8 wholly owned subsidiary of Headington School Services Limf(ed. incorporated in Hong Kong. The Foundation is dormant and there were no transactions in the year ended 31 July 2025. Page 46 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 16. Fixed asset investments Icontinuedl The following was an associate of the School-. Name Fair value of inve$tm¢nt at 31 July 2025 Reglstered office or principal place of bu$iness Class of Holdlng shares Headington and MCS Bus Partnership Limited 6 Magdalen College Ordinary Sctriool. Cowley Pla¢e, Oxford, OX4 1DZ 50% The School owns 50¥0 of the share capttal of Headinglon and MCS 8us Partnership Limited (company number 145273121, which was incorporated on 7 December 2022. The company made a profil of £nil in the year ended 31 Juty 2025. The company is jointly owned wth Magdalen College School Oxford Limlted. and has been sel up to provide a network ot 12 bus roule5 to offer a home to school solut￿n for pupils who do not have suf(able walking, cyeling and public transport options. 17. Stocks Group 2025 Group 2024 School 2025 School 2024 Finished goods and goods for resale 24.393 19, 747 24,105 19,261 18. Debtors Group 2025 Group 2024 School 2025 School 2024 Due wlthln one year Trade debtors Amounts owed by group undertakings Other debtors Prepayment5 and accrLted Income 959.069 1,038,496 610.481 152,172 105,624 785,172 809. 134 20.861 21,273 302,223 105,624 785,172 21,273 302,223 1.849,865 1,361,992 1.653.449 1, 153,491 Trade debtors are slated after pn>vision for impaimienl of £244.289 (2024 - £96,865). Page 47 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 19. Creditors: Amounts falling due within one year Group 2025 Group 2024 School 2025 SCI￿01 2024 Bank loans Fees received in advance Trade creditors other tsxation and social security Advance fee scheme (see note 211 Other creditors Accruals 500,000 500,000 985,552 789,846 401,083 2,364.652 174.421 377,825 1. 703,697 600.000 500,000 985,552 761,075 399. 781 2.364.652 174,421 321,477 1, 703,697 1.448,169 435,966 2.263,827 141,601 504,082 1.973.567 1,383,702 435,966 2,263,827 137.891 425,361 1,973.567 Deposits held 7.267,212 7,297,076 7.120,314 7,210,655 Handelsbarbken have first legal eharge over the Headington Senior School stte as security for the £7m revolving credit facility and the £5m loan. The revolving credit facility is avai18ble until June 2028 and the loan is to be fully repaid by February 2031. 20. Craditors: Amounts falling duo after more than one year Group 202S Group 2024 School 2025 School 2024 Bank loans Advance fee scheme {see note 211 2,500,000 2,471.349 3.000,000 4,713,728 2.500.000 3,000,000 2.471.349 4.713.728 4.971,349 7, 713, 728 4,971,349 7, 713, 728 Included within the above are amounts falling due as follow5.. Group 2025 Group 2024 School 2025 School 2024 Between one and tsvo years Bank loans 500,000 500.000 Between two and five years Bank loans 1,500,000 1.500.000 1,500,000 1.500,000 Ovei five years Bank loans soo,000 1,000.000 soo.000 1,000,000 Page 48 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 21. Advance fees Parents may, subject to contractual lems and conditions, pay to the School tuition fee5 in advance. The money may be returned. subject to specific conditions buL assuming the ¥elevanl pupi15 remain in the School, advance fees will be applied as follows.. Group 2025 Group 2024 School 2025 School 2024 wr(hin 1-2 years Within 2-5 years Over 5 years 1.180.323 1.211.361 79,665 2,399,368 2,314,360 1,180.323 1.211.361 79,665 2,399.368 2,314,360 2,471,349 2,263.827 4,713,728 2.364,652 2,471.349 2,263.827 4,713, 728 2,364.652 Within 1 year 4.735.176 7,078,380 4,735,176 7,078,380 The balance represents the accrued liability under the contracts. The movement during the year was.. Group 2026 Group 2024 School 2025 School 2024 Balance as al 1 August 2024 New contracts Amounts utilised in payment of fees to the school Refunded in year 7.078,380 218.112 7,078,380 218,112 7,078.380 7,078.380 {2.449.4461 1111.8701 {2.449.4461 1111,8701 Balance as at 31 July 2025 4,735,176 7,078,380 4,735.176 T,078,380 Page 49 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 22. Financlal instruments Group 2025 Group 2024 School 2025 School 2024 Flnanclal assets Financial assets measured at fair value through income and expenditure 316,659 307,007 316.659 307,007 Financial assets measured al fair value through income and expendrture comprise inveslmenls. 23. Share capital 2025 2024 Allotted, ¢alled up and fully paid 1,151 Ordinary shares of £1 each 1.151 1, 151 The shares have no right lo dividends or lo the surplus on winding up. Correspondingty a re¢onciliats"on of shareholder's funds is not considered appropriate. Page 50 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 Statement of funds Statement of funds- current year Balancè at 1 August 2024 Transfers inlloutl Balance at Gains 31 July 2025 Income Expenditure Unrestricted funds Headinglon Rye Headington School SeNices Limited Share caprtal 41,893,332 27.713.794 126.048.2671 209.608 950.131 44.518.598 384,103 1,151 793.542 1884,4861 293,159 1,151 42,078,586 28,507,336 {26,932,7531 209,608 950,131 44,812.908 Restrlcted funds Charitable Trust Scholarship Prizes Leach Rowing Photography CTeativity Drama Boathouse 87.000 9,804 187,0001 13,0011 17351 340.285 34.396 4,522 44.088 6,153 14,289) IS8 10.730 11,903 369,721 33,661 4,522 11.207 89.114 1121.9951 19541 4,721 15.1991 432 158 87.621 {87,621) 13,769) Art 14,080 10.311 The Benefactors Fund The 1915 Club Sport Development fund The King Award Clifford Award Sumpter Legacy Ukrainian Bursary fund 25.000 10,730 1.000 {6,6031 18,397 110.7301 10 11,0101 64,721 3,994 1,500 39.477 64.721 3.994 1.750 39,477 250 21.233 121.2331 570.318 310.519 1124,7811 {209,608} 11,903 558,351 Total of funds 42,648,904 28,817,855 127,057,534) 962.034 45.371,259 Page 51 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 24. Statement of funds {contlnued) The brought forward and carried fo*ward unreslricled funds for the current and previous Yea￿ include £1,151 of share capital. Charitable Trust This represents funds from Miss Celia Marsh's bequest to provide scholarships for sludenls of Headinglon Rye Oxford Limited. During the year. Headinglon School Oxford Limited General Charitable Trust, of which two Directors are TTLtslees. made donations lo the School ot £87,000 (2024- £92,000) in respect of Celia Maish Scholarships. Scholarship This represents furds donated lo provide scholarships. Pylzes This represents amounts donated to fund pryzes. Leach This represents funds donated to support the development of business studie5. Rowing This ￿presents funds donated to the School to support the purchase of rowing boats and lo fund rowing activi(ie5. Photography This represents fttnds donated towards the provisitin of photography and len5 media equipment for the School. The Creativity This represents funds donated towards the costs of equipment for the Hive. The Drama Fund This represents funds donated to support workshops for Dr8ma students. Boathouse This represents funds donated towards the development of a rowing boathouse for Headinglon Rye Oxford rowing club. Art S¢hool This Tepresenls funds donated for the build of the Art School and for Art and Textile equipment. Headlngton Parents Association This represents funds donated lo support theatre improvements al the prep school and for Design ar Engineering Workshop al the Senior School. CCF This represents funds donated lo support the activities of the Combined Cadet Forces. The 191 S Club This rep￿sents funds donated to provide burgary awaTds. Sport This represents funds donated lo support Sporting aclivilies. Page 52 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2026 Statement of funds {continued Development Fund The Development Fund was created lo help meet the cost ¢f major capital projects which will be needed al the former Rye St Antony School sile in the future, for example additional buildings and facilities for education and re¢realional purposes. The ftjnd will be used towards Ihe development of new classrooms. The Klng Award The King Award Grants are lo reward students for perfomance5 during the year. Clifford Award The Cl￿Ord Award. an award in memory of John and Marjorie Clifford (former Bursars of Rye Sl Antony Schooll. is a £250 travel award gifted each year lo part fund travel opportL¢n¢ties lor pupils ol the School. Sumpter Legacy The Sumpter Legacy reslricled fund is used lo provide sixth form awards for achievement and potential in Humanilios. Ukrainian Bursary Fund The Ukrainian Bursary fund 1$ to provide financial SLtpport for a Ukrainian student lo attend the School. In the event thè pupils leaves the School. these funds are to be used as a hardship fund. The Benefactors Fund This represents fund5 donated Iov4ards the provision of grants to enable pupils to participate in a wide range of ct>¢urricular activities that enrich their educational experience. It also offers financial support lo families facing Unexpected hardship, ensuring that all pupils Can benefit fully from the opportunitie5 the School piovides. Transfers Reslricled funds received in respect of Ihg Rowing, Boathouse and Art School funds were transferred to unrestri¢ted funds followng these amounts being spent on capitsl items. Statemènt ol fund5 - prior year 821ance at 1 August 2023 Transfers Gainw Ba18n￿ al in/(out) (Losses) 31 July 2024 Income Expenditure Unrestricted funds Headinglon Rye Headinglon School Serwees Limited Headin9lon School International Limrted Share capital 32,588, 706 33,669,475 f24, 771,321) 204,269 2,203 41.693,332 114,368 700,538 {430.803) 384.103 (1,644) l. f 51 1.644 1, 151 32, 702,581 34,370,013 125,202. t24) 205,913 2,203 42,078.586 Page 53 HEADINGTON RYE OXFORD UMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 24. Statement of fund$ Icontinuedl Balance 8t l August 2Q23 Balance at 31 July 2Q24 Transfe Gain in/{oulJ (Losses) Incom8 Expénditu R&stricted funds Charitable Trust Scholarship Prizes Leach Rowing Photography Crealivily Drama Art The Benefactors Fund The 1915 Club Sport Development fund The King Award Clifford Award Sumpter Legacy Ukrainian Bursary fund 92,000 9,93T 916 (92,000) {1, 196) (1.651) 303,406 35,131 4,522 11,25Q 6. 153 428 158 1,580 28,138 340,285 34,396 4,522 44,088 6, 153 (4,289) 158 14,080 152.979 (14.228) (105,913) (4, 722) 112,500 (100,0(￿} 129 7.419 2,000 159,623 4,544 1,500 39,477 f129J (1,419) f2,000) (94,902) (550) 64,721 3,994 39,477 21,233 21,233 362,628 598,262 (212. 797) (205,913J 28. 138 570,318 Total of funds 33,065.209 34,968.275 (25,414,921) 30,341 42,648,91M Page 54 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 25. Analysis of net assets between funds Analysis of net assets between funds - current year Unrestricted funds 2025 Restrrcted funds 2025 Total fLFnds 2025 Tangible fixed assets Fixed asset investments Investment propety Current assets Creditors due wlhin one year Credilgrs due in more than one year 47,525.690 47,525.890 316.665 2.805.000 6.962.465 {7.267,2121 {4.971.349) 316,659 2,805.000 6,720,773 17,267,212) 14,971,349) 241,692 Total 44,812,908 558,351 45.371,259 Analysis of net assets between funds- prior yoar Un￿SInC￿d funds 2024 Res(ricted funds 2024 Total funds 2024 Tangible fixed assets Fixed asset investments Investment property Current assets Creditors due wlhin one year Creditors due in more than one year 48,245,467 48.245,467 307,013 1.850,OOQ 7,257,228 f7.297,076J f7, 713, 728J 307,OQ7 1,850,000 6,993,917 (7,297,076J (7, 713, 728) 263,311 Total 42,078,586 570,318 42,648,904 Page 55 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 26. Reconclliation of net movement Sn funds to net cash flow from operating activities Group 2025 Gmup 2024 Nel income for the year las per Statement of Financial Activities) 2.722.35S 9,583.695 Adjustments for: DeP￿CIatIon charges Gains on investments Dividend5. interests and rents from investments Los51 Iprofrt} on the sale of fi'xed assets Ilncreasell decrease in stocks Increase in debtors (Decreasell increase in creditors Financing costs Rye Sl. Antony School assets and liabilities Iransferred in 1,688.660 t,478,249 {962,0341 {30,341J 283.0861 (97, 135) 4.869 (1.048) (4.6461 3,035 1487,8731 f394.590) 12.272.243) 6, 730, 156 108.735 231.240 {7.626,889) Net cash provided by operating activities 514,737 9.876,372 27. Analysis of cash and cash equivalents Group 2025 Group 2024 Cash al bank and in hand 5,088,207 5,875,489 Total cash and cash equlvalents 5.088.207 5, 875,489 Page 56 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 28. Analysis of changes In net debt Other non- cash At 31 July changes 2025 At 1 August 2024 Cash flows Cash at bank and in hand Debt 4Jue within 1 year Debt due after 1 yeai 5.876.489 Isoo,0001 {3.000.000} 1787,2821 500,000 5,088.207 1500,0001 1500,0001 500,000 12.500.0001 2,375.489 1287.2821 2,088.207 29. Capital ¢ommltments Gioup 2025 Group 2024 Contracted for but not provided in th9$9 flnancial statements Aequisition of tangible assets 111,765 30. Pension ¢ommitments The School partictpates in the Teachers, Pension Scheme I'lhe TPS'I for its leaching staff. The p8nsion charge for the year includes contributions payable lo the TPS of £2.227,446 (2024 - £1, 880,404) and al the yearond £Nil (2024- £280,087) was accrued in respect of contributions lo this scheme. The TPS is an unfunded mutti-employer defined benefits pen8ion scheme govemed by The Teachers. PensK)ns Regulations 2010 las amended) and The Teacheis, Pension Scheme Regulations 2014 {as amended). Members contribute on a "pay as you go. basis with contributions from members and the employer being credited to the Exchequer. Retirement and other pension benefits are paid by public funds provided by Padiamenl. The employer contribution rale is set by the Secretary of Slate following scheme valuations undertaken by the Government Actuary's Department. The most recent actuarial valuation of the TPS was prepaied as al 31 March 2020 and the Valuation Report was published in October 2023. The Valuation Report shows notional assets of £222.2bn and liabilities of £262bn, resulting in a scheme deficit of £39.8bn. The employer contribution rale for the TPS is 28.6Yo, and employers a￿ also required to pay a ￿herne adminislrab.on levy of 0.08% giving a total employer contribution rale of 28.680A. The School also runs a scheme for ils support 51aff, which is a 'money purchase. schème and is lo provide benefits lo members on their retirement. The cost foi the year represents the School's contributions lo the Scheme and amounted lo £591,315 (2024 - £402,411). Al the yeaT end £Nil (2024- £Nffl) was outstanding in respecl of contributions to this scheme. Pa9e 57 HEADINGTON RYE OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025 31. Operatlng lease commEtments Al 31 July 2025 the Group and the School had commttments to make firture minimum lease payments under non.cancellable operating leases as follows.. Group 2025 Gmup 2024 School 2025 School 2024 Not later than 1 yeai Later than 1 year and not ￿ter than 5 years Later than 5 years 138.832 210.312 t33.611 126,517 420 138.832 210.312 133,611 126,517 420 349,144 260,548 349,144 260.548 The following lease payments have been recognised as an expense in the Statement of Financial Activities-. Group 2025 Gmup 2024 School 2025 Schcd 2024 Operating lease rentals 383.611 377.961 383.611 37T,96t 32. Related party transa￿lOn$ The expenditure of Headinglon Sch¢)ol Services Limited includes license fee paid lo the School of £5,000 (2024- £5,000). The expenditure of Headit)glon School Services Limited includes recharges of salaries of £Nil (2024 £104,894). Al the year end Headinglon School Services Limited i)wed Headington Rye Oxlord Limited £155.882 {2024- £20.861). During the year ended 31 July 2025, Govemors donated £600 to the School. Page 58