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2025-08-31-accounts

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Registered number: 01072074 Charity number: 310279

THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

CONTENTS

Page
Reference and administrative details of the Company, its Governors and advisers 1
Governors' report 2
Independent auditors' report on the financial statements 15 - 18
Consolidated statement of financial activities 19
Consolidated balance sheet 20
Company balance sheet 21
Consolidated statement of cash flows 22
Notes to the financial statements 23 - 44

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS GOVERNORS AND ADVISERS FOR THE YEAR ENDED 31 AUGUST 2025

Governors Mr J.M. Collard, Chair
Ms C. Connor (appointed 4 September 2025)
Mr J.V. Gill
Mr J.A. Isaacs
Mr T.P. Lloyd-Jones
Mrs H. Mack (resigned 15 October 2025)
Mr T.P. Matthews
Ms F. Collins
Mr T. O'Sullivan (resigned 29 January 2025)
Ms J. Oliver
Mr N. Pursall (resigned 28 June 2025)
Mr A.M. Sheridan
Dr R.S. Thomson (resigned 8 February 2025)
Mrs R.E. Thornton
Mr C.N.I. Tuttiett
Mr N. Fenton-Wells (appointed 28 June 2025, resigned 28 August 2025
due to overseas relocation)
Company registered
number
01072074
Charity registered
number
310279
Registered office
The Downs School
Charlton House
Wraxall
Bristol
BS48 1PF
Company secretary
Mr. J. Barclay
Headteacher
Mrs D. J. Isaachsen
Independent auditors
Bishop Fleming Audit Limited
Chartered Accountants
10 Temple Back
Bristol
BS1 6FL
Bankers
Barclays Bank plc
4th Floor, Bridgewater House
Counterslip
Finzels Reach
Bristol
BS1 6BX
Solicitors
Veale Wasbrough Vizards LLP
Narrow Quay House
Narrow Quay
Bristol
BS1 4QA

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT FOR THE YEAR ENDED 31 AUGUST 2025

The Governors present their annual report together with the audited financial statements of the Company for the year 1 September 2024 to 31 August 2025. The annual report serves the purposes of both a Governors’ report and a Directors’ report under company law. The Governors confirm that the annual report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charitable company’s governing document and the provisions of the Statement of Recommended Practice (SORP) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective 01 January 2019).

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing Document

The Company is governed by its Memorandum and Articles of Association, last amended on 11 October 2013.

Governing Body

Governors are elected in accordance with the Company’s Articles of Association and generally serve for a term of three years whereupon they become eligible for re-election. The Chair is appointed by the Board of Governors and serves for five years.

The Board acknowledges the need to recruit new members from time to time who can bring a broad range of professional knowledge and skill appropriate for effective governance. The Governors’ Development Committee advises the Board on these needs, and identifies potential future members. Governors are recruited from the local business community, the School’s own community and the region’s educational establishments. Their membership is proposed and considered at Board meetings. Once appointed, they attend a formal induction at the School.

All Governors give freely of their time and no remuneration or expenses were paid in this year.

Organisational Management

The Board of Governors meet formally at least three times per annum, that is at least once in each academic term. A number of Committees are formed from the Governing Body and key management personnel. These Committees support the aim of monitoring the School’s performance and activities against its objectives and determining its policies as set out in its Scheme of Governance. The majority of Committees met at least once in each academic term and provided a full Committee report to the Board.

Finance Committee

Mr T. P. Lloyd-Jones (Chair) Mr J. Barclay Mr J. M. Collard Mr J. V. Gill Mrs D. J. Isaachsen Mrs H. Mack (resigned 15 October 2025) Mr A. M. Sheridan Mrs R.E. Thornton Mr C.N.I. Tuttiett

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Bursary Committee Mr T.P. Lloyd-Jones (Chair)
Mr J. Barclay
Mrs D. J. Isaachsen
Mrs H. Mack (resigned 15 October 2025)
Mr A.M. Sheridan
Mrs R.E. Thornton
Strategy Committee Mr T. P. Matthews (Chair)
Mr J. Barclay
Mr J.M. Collard
Mr J. V. Gill
Mrs D. J. Isaachsen
Ms J. Oliver
Mr A. M. Sheridan
Mr C.N.I. Tuttiett
Nursery Committee Mr M.A. Newman [Independent Director] (Chair)
Mr J. Barclay
Mr J.M. Collard
Mrs D. J. Isaachsen
Dr R.S. Thomson (resigned 8 February 2025)
Mrs R. E. Thornton
Remuneration Committee Mrs R.E. Thornton (Chair)
Mr J. Barclay
Mr J. M. Collard
Mrs D. J. Isaachsen
Mr T. P. Matthews
Education Committee Mr T. O’Sullivan (Chair) (resigned 29 January 2025)
Mrs C. Conner (undertaken the role of Chair from 4 September
2025)
Mrs D. J. Isaachsen
Mr N. Pursall (resigned 28 June 2025)
Risk and Regulatory Committee Ms J. Oliver (Chair)
(incorporating Health & Safety) Mr J. Barclay
Mrs D. J. Isaachsen
Mr T. P. Matthews
Mr N. Pursall (resigned 28 June 2025)
Dr. R.S. Thomson (resigned 8 February 2025)
Governors' Development Committee Mr J.A. Isaacs (Chair)
Mr J.M. Collard
Mrs D. J. Isaachsen
Downs School Association Committee Mrs. K. Hartry (Chair)
Mrs J. Blake (Secretary)
Mr E. Targett (Treasurer)

The day-to-day running of the School is delegated to the Headteacher and the Bursar, as key management personnel, via the Scheme of Governance. They are supported by other teaching members of the Senior Leadership Team being the Deputy Head Pastoral and Deputy Head Academic.

The remuneration of key management personnel is set by the Remuneration Committee on behalf of the Board, with the policy objective of ensuring that they are provided with appropriate incentives to encourage enhanced

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

performance and are, in a fair and responsible manner, rewarded for their individual contributions to the Company’s success. Delivery of the Company’s charitable vision and purpose is primarily dependent on the key management personnel and staff costs are the largest single element of our charitable expenditure.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board, supported by the various Committees, reviews the School’s current and planned future strategic activities in light of any major risks arising from time to time.

The School has a Risk Register where significant risks are monitored and updated by the full Board and lower risks are delegated to appropriate Committees for consideration. Governor Committees also monitor, update and evaluate key policies and their implementation in order to effectively manage risk. These Committees report their findings to the Risk and Regulatory Committee which reports to the Board.

Risks are also mitigated by maintaining effective internal controls in all compliance and legislative matters, through the regular monitoring of these controls and insurance cover where appropriate.

The Board considers that the following factors present the most significant risks to the School:

CUSTOMER AFFORDABILITY

Noting the prevailing economic situation and the implementation of VAT on school fees from January 2025, the Board anticipates that some existing parents may struggle to continue to afford School fees. This may also increase caution in prospective parents considering an independent education and demand for places and therefore pupil numbers may be affected in the short to medium term. Applications for means-tested bursary support may increase, both for existing and prospective parents, not all of which can be supported by existing funds.

COST PRESSURES

Continuing cost increases create risks to the cost base for staff and non-staff costs for the School. This includes the recent loss of Business Rates Relief for independent schools as well as the changes to Employers’ National Insurance contributions from April 2025. The School manages these input cost risks by entering into longer term contracts for some elements. In particular the pressures associated with staffing costs and food price inflation are particularly prevalent, alongside the on-going costs associated with maintaining the School’s extensive buildings and facilities.

OTHER RISKS

There is the possible impact on pupil numbers from competition from other schools, particularly for Year 7 & Year 8 pupils, and from wider demographic trends. Loss of key personnel could affect the efficient operation of the School and its financial controls. Continuing strong competition to recruit high quality teaching staff could impact on reputation and perceived quality of teaching. An incident involving harm to a pupil could lead to severe reputational damage.

The Governors and Senior Leadership Team have recognized these risks and continue to take the following action:

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

build constructive dialogue on available spaces for Year 9 entry.

In the view of the Board, the School has established resources which should ensure that these risks are managed to an acceptable level in its day-to-day operations. In the longer term, strategic planning and management aim to reduce the potential impact of risk factors.

OBJECTS, PUBLIC BENEFIT AIMS, OBJECTIVES AND PRINCIPAL ACTIVITIES

Objects

The object of the charitable company, in accordance with its Memorandum and Articles of Association, is to promote and provide for the advancement of education for boys and girls.

The main strategic priorities for the School are as follows:

  1. Maintain and develop the high teaching and learning standards whilst having the confidence to innovate and the wisdom and foresight to know where we stand in relation to the market and what risks and opportunities the future might hold.

  2. Embrace and deliver on our purpose; to prepare young students for their life ahead in all its facets; including academia, the arts & sport and also across the much more fundamental core behavioural characteristics such as resilience, communication, confidence and team work.

  3. Continue to provide a sense of community, familiarity and understanding, across all of our students, parents and stakeholders.

  4. Safeguard every pupil and member of the School community and ensure that a safe and nurturing environment is always provided.

  5. Ensure that our all-round offering from Nursery level through to Year 8 is developmental to the students and compelling to the parent body.

  6. Maintain a stable financial model whilst continuing to develop new income streams to support financial stability.

  7. Maintain existing and continually improve upon the quality of the estate whilst fully leveraging our assets for the benefit of our students and community at large.

  8. Employ a highly motivated and inspirational body of staff to take all pupils to the limits of their potential.

  9. Have continuity of talented leadership and a clear succession plan.

Principal activity and income sources

The Company’s principal activity continues to be the provision of a Day School for 4 – 13 year old boys and girls. The principal source of income is therefore from tuition fees and from related educational and extracurricular activities. Other revenue is derived from the letting of facilities for sport, recreation, private parties and functions, for which the School is continuing to seek increased revenues over time.

The Company’s subsidiary, Downs School Enterprises Limited (DSEL), was established in June 2017 and opened its Nursery, ‘Bertie’s’, in January 2018 providing year round day care and Pre- School facilities for children aged 6 months to 4 years. The profitability of the Nursery has increased over the past year, supported in particular by growing demand as a result of the extension of Government-funded hours for younger children, and the Nursery continues to be near capacity with waiting lists in some rooms.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Recruitment of pupils from the Nursery to the School’s Reception Year remains strong, although the Board recognises the risks to future pupil numbers as a result of UK-wide demographic trends. The Downs School Enterprises Limited (DSEL) Directors continue to review and revise the staffing structure and remuneration through the year to support staff retention and further staff recruitment.

The Directors recognise the need to be highly selective in staff recruitment and the business will only grow as excellent staff can be selected to join the team.

Grant-making and access-widening

The School provided means-tested bursaries totalling £245,055 and was able to support 30 (2024: 28) pupils over the course of the year through its bursary scheme. Of these pupils, 11 received at least 50% support by way of fee remission. Fee assistance by way of bursaries accounted for 5.1% (2024: 4.7%) of gross tuition fee income.

The bursary policy contributes to a widening of access to the education on offer and the facilities enjoyed. It is important to the School that access is not restricted to those who can afford the fees. Bursaries are made on a means-tested assessment and reviewed annually. Application is available to potential and existing pupils at the School. Financial support up to 100% can be considered and, by exception, beyond this level up to 110% of fees for transformational bursaries.

The School continues to support various organisations to use its sports facilities, grounds and other resources at little or no cost. The charity, Children’s Hospice South West (CHSW), is located close to the School. CHSW from time to time uses the School’s premises for fundraising events and meetings without charge. The School is aiming to further expand community links going forward.

The house system within the School facilitates charity fund raising days in order for each of the four houses to choose a charity and organise a themed day where the whole School participates. Guest speakers have attended to explain the objects of their charity and the impact on recipients of the funds raised. During the 202425 year, pupils and staff raised £17,848 in the year, including for MacMillan, Save the Children, Children’s Hospice South West and DEKI charities.

REVIEW OF ACHIEVEMENTS AND PERFORMANCE FOR THE YEAR

The School aims to provide an excellent academic experience with the highest standards of teaching and assessment. This is balanced with a broad curriculum and that embraces equally sport and the Performing Arts.

Academic

Pupils joined us in September 2024 in Reception from a variety of different settings. They quickly settled into the School routines and followed the Early Years Foundation Stage (EYFS) framework. Regular Forest School sessions and specialist lessons such as French and Dance further enhanced their curriculum.

In the Pre-Prep, children continue to follow an exciting timetable of lessons. Classroom-based teaching is complemented by increasing numbers of specialist lessons as they move through to Year 3. From Year 1, children participate in termly assessments in Maths and English, and the tracking system enables staff to identify trends and areas which can be developed further.

– In the Junior Section (Years 4 6), the children move around the School to an increasing number of different locations. A highlight for Year 4 is science lessons in the labs. Year 5 start to learn Spanish as a second modern foreign language. Year 5 and beyond continue to be taught all of their lessons by subject specialists and move around the School for all of their lessons. Year 6 sit 11+ style exams in the Summer Term and commence the Common Entrance syllabus during the Spring Term.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Pupils are prepared for the Common Entrance examinations at the end of Year 8. Many pupils will sit external examinations for their chosen senior school. This year our pupils achieved strong results and gained access to a range of senior schools. Many pupils were awarded scholarships in a variety of areas. This year’s leavers achieved the following scholarships:

· Academic: 8 scholarships · Sport: 12 scholarships · Drama: 10 scholarships · Art: 4 scholarships · Music: 1 scholarship · All-rounder: 1 scholarship

Performing Arts

This was an exciting year for the Performing Arts Department. During the Summer break our theatre underwent a complete revamp. Our lighting system was added to, re-plotted and made more accessible to pupils and staff. Jamie Capewell joined our team to help with the technical aspects of productions and stage management and Helen Hunter joined us as Head of Drama. We were also joined by Eleanor Yates as our peripatetic Speech and Drama Teacher.

As well as the provision of Music, Drama and Dance, all pupils at the School also receive a weekly session in the Performing Arts. For the Pre-Prep, this is in the form of 30 minutes’ sessions, and sessions for the Prep School are 40 minutes. The sessions are designed to expand the children’s knowledge of the Performing Arts and are also used as valuable rehearsal time for those Year Groups involved in a production as well as for house events such as house music and house dance. They are also used to rehearse in the lead up to Celebration Day.

During the Autumn Term 2024, the Prep School focused on the creative aspects of a production based on the Year 5 production of ‘The Wizard Of Oz’. Year 4 designed and created dioramas for scenes they investigated through the text. Year 6 designed theatrical make up for the characters within the play which they then created on their own faces. We had a fantastic link with the Art Department which explored the main characters through design. Years 7 and 8 created compositions for the opening scene of ‘The Wizard Of Oz’ film using garage band and live music, exploring composition techniques, and how music creates tension and atmosphere. They also created logos for the production and short video adverts for the production. The finished projects formed part of an exhibition which was created for the night of the production. During the latter part of the term, pupils focused on the house dance competition under the direction of the house leaders supported by Miss Susan. The theme this year was the 1980’s.

The Pre-Prep used the Autumn Term sessions to prepare for the Harvest Festival, Christingle and the Nativity. The Christingle this year was held at Wraxall Church and was led by Rev. Maury.

In the Spring Term 2025, the Prep School started with a project on The Chinese New Year and the various ways it is celebrated through music and dance. The latter part of the term focused on Shakespeare, exploring The Globe Theatre, its history, location and design. This linked to a project on what they would like to see within our own theatre in terms of special effects, lighting and sound.

Battle Of The Bands was once again a highlight for us with several year groups creating social media content advertising the event, programme and poster design and focusing on the various bands in preparation for the competition. ꞏ The term was also used to rehearse for the House Music Competition: This year the theme was ABBA in which each house presented a song. The Pre- Prep worked on their Spring Showcase which included material linked to their class topics including The Romans, Recycling and The Planet and PSHE links to ‘All About Me’.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

During the Summer Term 2025 the whole School worked towards Celebration Day. The sessions were used by each House to create a concert in which every child performed, showcasing talents within the Performing Arts.

The weekly sessions were also used as a rehearsal time for the year group productions.

· Reception and Year 1 ‘Baarmy Bethlehem’ · Year 2 ‘The Creepy Crawlies’ · Year 3 ‘Teachery at Traitors Quay’ · Year 4 ‘Ali Baba and The Bongo Bandits’ · Year 5 ‘The Wizard Of Oz’ · Year 6 ‘Macbeth’ · Year 7/8 Senior Play ‘Annie’

Each production was presented to a high standard we pushed our creative limits in terms of staging and use of the theatre in terms of special effects and aimed for truly immersive productions.

We finished the academic year on a high receiving a Highly Commended Performing Arts Award from Muddy Stilettos which encompassed every aspect of Performing Arts within our School and reflected the high calibre of provision for Dance, Drama and Music within our School.

Speech and Drama

This year we welcomed Eleanor Yates as our new Speech and Drama Peripatetic Teacher. Eleanor comes to us with a wealth of experience and her lessons are full of life! This academic year the total number of Speech and Drama students from Year 1 to Year 8 was 96. The School was represented at two festivals this year, the Nailsea Festival and Bristol Festival. In Nailsea, 46 children took part and 24 placed in various classes. At the Bristol Festival 38 children competed with 12 wins and several in 2nd or 3rd place.

This year we made the move to the LAMDA syllabus to widen the children’s theatrical experience and broaden the depth of repertoire. The LAMDA syllabus really stretches pupils and they rose to the challenge brilliantly. 74 children were entered for exams and we achieved a 100% pass rate with 56 achieving distinction.

Alongside the festivals and exams, the children performed in several internal concerts including two lunchtime showcases. They also performed in the remembrance service and delivered the readings superbly at The Carol Service.

This year we achieved a record-breaking 11 scholarships to senior schools. Pupils received one-on-one tuition in Speech and Drama which was supported further through a focused Scholars Group led by Helen Hunter and Lu Shephard working on interview technique and group workshops.

Music

Our aim in the Music Department is to offer all pupils the opportunity to gain enjoyment from this broad subject at as many different levels as possible. Music is very much valued at the School. It plays an important part in our School life. In fact, the sound of singing and instrumental playing echoes across the School every day in one form or another. The learning of an instrument and the fun of making music with other children can become a joy for life. It is therefore encouraging that a large number of our pupils take advantage of the expert tuition offered by our experienced team of ten instrumental and singing teachers who give individual or joint lessons on a wide range of instruments.

For the academic year 2024-2025 approximately 65% of pupils took an individual or duo lesson. This number can fluctuate throughout the year. Lessons usually take place during the normal School day, however, lessons can go into the evening or before the start of the day in special circumstances.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

We are proud of our 100% pass rates for our ABRSM and Trinity Music Examinations. During the 2024-25 academic year, 75 exams were taken, many achieving merits and distinctions.

As well as examination success, the Music Department supported 2 Music Scholars and both were subsequently awarded 2 scholarships to their chosen senior schools.

The most advanced musicians receive every opportunity to develop their playing and singing. Pupils who show great musical potential and ability are encouraged to apply for music scholarships. These pupils must show exceptional ability on their first study instrument and also acquire reasonable performance skills on a second or possibly third instrument.

We have spacious teaching facilities, which include three music pods and the Coachman’s Cottage. In addition, we also have a theatre and the Charlton Room that both provide excellent venues for our regular concerts, recitals and performances. Every child sings in a choir, enjoying the experience of singing and performing. Our main choir – The Downs Singers - is an auditioned choir and performs at many prestigious events throughout the School diary, most notably the Bristol Cathedral Carol Service and a Remembrance Concert.

Throughout each term, all children have many performing opportunities. All children taking instrumental lessons are encouraged (where appropriate) to join at least one music ensemble. Currently these are The Downs Singers, Year Group Choirs, School Orchestra, Soul Band, Music Theory Groups, and Rock Bands. We also hold an annual Music Festival in collaboration with Badminton School with classes for pianists and singers.

The Director of Music teaches music to every child from Reception to Year 8. Our syllabus follows the requirements of the National Curriculum: listening and appraising, composing and performing.

Dance

The Dance Department has continued to maintain a high number of pupil sign-ups this year, with over half the School attending a weekly dance lesson. We have more boys dancing than last year, and a slightly higher number of dance exam entries.

There are three permanent dance teachers delivering weekly lessons and one additional teacher available, which means that the Department remains fully covered all year and the standard of teaching remains high. Sam Amos moved on from the School in July 2025, but we have found a very talented replacement in George Jones. Sam will also remain available to support the Department in the future.

Highlights of the year include:

Parent feedback remains very positive, with one parent remarking that ‘the Dance Department punches way above its weight.’

Figures and performance opportunities are shown below:

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Dance Exams – Record number of exam entries 106

Dance Department Performance Opportunities include:

Sport

The Sports Department has had an exceptionally active and successful year, playing a total of 559 fixtures across a wide range of sports. Alongside our regular schedule, we were proud to host several prestigious events, including:

We are delighted to celebrate the individual and team achievements of our pupils:

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Our team highlights include:

It has been a phenomenal year of sport, marked by enthusiasm, achievement, and team spirit across the board.

Representational Honours

Hockey

Cricket

Sports Scholarships

Sports Exhibitions

National Competitions

Notable Team Performances

Games played: 140 cricket games, 114 Girls’ hockey, 99 Boys’ hockey, 100 Girls’ netball, 106 Boys’ rugby = 559 games played this year.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

Pastoral

The School offers proactive support to all Year Groups and staff with pastoral matters and wellbeing by providing a safe and happy place in which to work and learn. We offer focused pastoral care through our dedicated Tutor Teams, with three staff allocated per Prep Year Group, two classes per year to enable greater focus and attention through small group sessions and 1- 2-1 time.

In the Prep School, whole School assemblies are held twice weekly, one led by the Headteacher, guest speaker or other senior member of staff and the other led by a member of the Senior Leadership Team (SLT). The PrePrep have three assemblies per week. One is led by the Head of Section, a ‘good work assembly’ and one by a member of the SLT. Assemblies promote the narrative around wellbeing and mental health, address topical issues and are supported by guest speakers and our PSHE curriculum. Our values of Explore, Express, Excel, remain central to our ethos, enabling pupils and staff to be the very best version of themselves. Additionally, children have access to the Wellbeing Coordinator, on a 1-2-1 or group ‘drop in’ basis, to support their social and emotional health if needed. Social Emotional Mental Health (SEMH) interventions are led by a member of staff and supported by the Learning Hub in a series of ‘Treehouse’ or library sessions being available for pupils.

Staffing: The Wellbeing Coordinator is available to provide vital 1-2-1 and group work, for pupils and staff. Enhanced welfare and engagement opportunities were available for staff through the offer of breakfast on a Monday & Friday and additional perks including term-time staff swimming sessions.

Addressing pastoral matters: We take a proactive and flexible approach to tackling topical and current pastoral issues, by adjusting assemblies, undertaking Year Group interventions, adjusting timetables or allocating additional PSHE time to allow for deeper understanding of topics raised. Pupils and staff have the opportunity to raise pastoral concerns through annual questionnaires, as well as drop boxes in all classrooms (Years 3-8), via individual form teachers or tutors or via a QR code in their Prep diaries.

Fundraising performance

Donations and gifts in the year amounted to £23,667 (2024: £9,293).

Parents’ regular termly donations to the Downs School Association (“DSA”) amounted to £8,667, where the distribution of these funds is determined by an elected Committee that comprises parents and some staff and who report to the School’s main Board of Governors. In addition, a further donation of £15,000 from one family supported the accelerated roll-out of educational iPad provision to older children in the Prep. School.

Downs School Association (DSA)

The DSA continued to raise funds through a series of events supported by parents, pupils, and staff. Key activities during the year included the School Fete in September, the Pre-Prep Halloween Party, Fireworks Night, wreath-making workshops, refreshments at our Rugby Sevens tournament, and the annual Fathers’ Day Cricket event. Additional fundraising initiatives included the sale of personalised towels and pyjamas, and ongoing support for the volunteer run second-hand uniform shop, which continues to benefit from generous parental donations.

– Funds raised by the DSA in the 2024 25 academic year contributed to Art & Literature Week, the purchase of new athletics vests for Years 6–8, the redevelopment of Matron’s Room, and co-funded improvements to the Pre-Prep outdoor area. The DSA has also funded the stretch-tent in the new Outdoor Education area.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

FINANCIAL REVIEW AND RESULTS FOR THE YEAR

The total operating deficit of the individual School was £42,623 (2024: surplus of £198,041), against an average number of pupils of 262 (2024: 272). The Nursery, operated by the subsidiary, Downs School Enterprises Limited, generated a profit before gift aid for the subsidiary of £131,732 (2024: £13,093). In the year, £82,987 was gift aided from Downs School Enterprises Limited to the School.

Consolidated funds of the School and its subsidiary have therefore increased by £89,109 to £4,513,506 (2024: £4,424,397).

RESERVES POLICY

Total reserves are £4,513,506 (2024: £4,424,397), of which £4,672,049 (2024: £4,730,718) comprise fixed assets. This leaves £731,380 (2024: £714,912) as free reserves after taking into account loans secured on the fixed assets of the charity of £889,923 (2024: £1,021,233). Restricted funds amount to £6,441 (2024: £495).

The level of reserves is considered sufficient for the immediate needs of the Group. The policy remains to maintain free reserves to continue the high standard of educational services currently provided including a regular programme of renewal of resources including IT, and to balance this with future capital expenditure requirements and the demands of maintaining the Group's extensive grounds and historic buildings.

GOING CONCERN

Having reviewed the funding facilities available to the School together with the expected ongoing demand for places and the School’s future projected cash flows, the Governors have a reasonable expectation that the School has adequate resources to continue its activities for the foreseeable future and consider that there were no material uncertainties over the School’s financial viability. Accordingly, they continue to adopt the going concern basis in preparing the financial statements as outlined in the Statement of Accounting and Reporting Responsibilities.

Future Plans and Reserves

The Board maintains its intent to continually reinvest in the infrastructure of the School to secure its future. The retention of good operating surpluses in recent years has provided cash reserves that have enabled the Board to invest and diversify and yet still hold significant, contingent funds for any unforeseen requirements including changes in demand for working capital. This includes continuing short-term support for parents after the introduction of VAT onto school fees.

The focus in the forthcoming year is to continue to maintain the School community and invest in the children’s needs, as well as continuing to provide transitional support to parents following the January 2025 implementation of VAT onto school fees. The Board continues to develop the longer-term vision and plan for the School.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

GOVERNORS’ REPORT (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2025

STATEMENT OF ACCOUNTING AND REPORTING RESPONSIBILITIES

The Governors (who are also the directors of the Company for the purposes of company law) 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 statements for each financial year. Under company law, the Governors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of their incoming resources and application of resources, including their income and expenditure, for that period. In preparing these financial statements, the Governors are required to:

The Governors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are Governors at the time when this Governors’ Report is approved has confirmed that:

AUDITORS

The auditors, Bishop Fleming Audit Limited, have indicated their willingness to continue in office. The designated Governors will propose a motion reappointing the auditors at a meeting of the Governors.

Approved by the order of the Board of Governors and signed on its behalf by:

Jason Collard

Mr J. M. Collard Chair of Governors

Date: 3 December 2025

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED

OPINION

We have audited the financial statements of The Downs School (Charlton House) Limited (the 'School') and its subsidiary (the 'group') for the year ended 31 August 2025 which comprise the Consolidated statement of financial activities, the Consolidated balance sheet, the Company balance sheet, the Consolidated 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 Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the Governors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the School's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Governors with respect to going concern are described in the relevant sections of this report.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (CONTINUED)

OTHER INFORMATION

The other information comprises the information included in the annual report other than the financial statements and our Auditors' report thereon. The Governors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

RESPONSIBILITIES OF GOVERNORS

As explained more fully in the Governors' responsibilities statement, the Governors (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Governors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Governors are responsible for assessing the Group's and the School's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Governors either intend to liquidate the Group or the School or to cease operations, or have no realistic alternative but to do so.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained understanding of the legal and regulatory frameworks that the School operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Charities Act 2011, Charity SORP 2019 and FRS 102. In addition, we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the School’s ability to operate or avoid a material penalty. These included data protection regulations, health and safety regulations and employment legislation.

Our procedures to respond to risks identified included the following:

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (CONTINUED)

indicative of potential bias; and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

We also communicated identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to possible indicators of fraud or non-compliance with laws and regulations throughout the audit.

As a result of the inherent limitations of an audit, there is a risk that not all irregularities, including a material misstatement in financial statements or non-compliance with regulation, will be detected by us. The risk increases the further removed compliance with a law and regulation is from the events and transactions reflected in the financial statements, given we will be less likely to be aware of it, or should the irregularity occur as a result of fraud rather than a one off error, as this may involve intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

USE OF OUR REPORT

This report is made solely to the School's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the School's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the School and its members, as a body, for our audit work, for this report, or for the opinions we have formed.

Joe Scaife

Joseph Scaife BFP FCA DChA (Senior Statutory Auditor)

for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL

Date: 10 December 2025

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 AUGUST 2025

Note
Income from:
Donations and legacies
4
Charitable activities
Other trading activities
6
Investments
7
Total income
Expenditure on:
Raising funds
8
Charitable activities
Total expenditure
Net movement in funds
Reconciliation of funds:
Total funds brought forward
Net movement in funds
Total funds carried forward		 Unrestricted
funds
2025
£
8,667
4,592,780
1,158,828
52,354
5,812,629
896,057
4,833,409
5,729,466
83,163
4,423,902
83,163
4,507,065		 Restricted
funds
2025
£
15,000
-
-
-
15,000
-
9,054
9,054
5,946
495
5,946
6,441		 Total
funds
2025
£
23,667
4,592,780
1,158,828
52,354
5,827,629
896,057
4,842,463
5,738,520
89,109
4,424,397
89,109
4,513,506		 Total
funds
2024
£
9,293
4,625,509
992,742
38,396
5,665,940
821,613
4,633,193
5,454,806
211,134
4,213,263
211,134
4,424,397

The Consolidated Statement of Financial Activities includes all gains and losses recognised in the year.

The notes on pages 23 to 44 form part of these financial statements.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE) REGISTERED NUMBER:01072074

CONSOLIDATED BALANCE SHEET AS AT 31 AUGUST 2025

Note
Fixed assets
Tangible assets
12
Current assets
Stocks
14
Debtors
15
Cash at bank and in hand
Current liabilities
Creditors: amounts falling due within one
year
16
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more
than one year
17
Total net assets
Charity funds
Restricted funds
19
Unrestricted funds
19
Total funds		 27,250
246,150
1,702,689
1,976,089
(1,113,792)		 2025
£
4,672,049
4,672,049
862,297
5,534,346
(1,020,840)
4,513,506
6,441
4,507,065
4,513,506		 32,199
298,631
1,948,882
2,279,712
(1,504,659)		 2024
£
4,730,718
4,730,718
775,053
5,505,771
(1,081,374)
4,424,397
495
4,423,902
4,424,397

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 statements were approved and authorised for issue by the Governors and signed on their behalf by:

Jason Collard

Mr J.M. Collard

Chair of Governors Date: 3 December 2025

The notes on pages 23 to 44 form part of these financial statements.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE) REGISTERED NUMBER:01072074

COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 AUGUST 2025

Note
Fixed assets
Tangible assets
12
Investments
13
Current assets
Stocks
14
Debtors
15
Cash at bank and in hand
Current liabilities
Creditors: amounts falling due within one
year
16
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more
than one year
17
Total net assets
Charity funds
Restricted funds
19
Unrestricted funds
19
Total funds		 24,621
317,938
1,590,576
1,933,135
(1,053,407)		 2025
£
4,651,155
1
4,651,156
879,728
5,530,884
(1,020,840)
4,510,044
6,441
4,503,603
4,510,044		 28,077
383,580
1,895,637
2,307,294
(1,462,161)		 2024
£
4,705,920
1
4,705,921
845,133
5,551,054
(1,081,374)
4,469,680
495
4,469,185
4,469,680

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 statements were approved and authorised for issue by the Governors and signed on their behalf by:

Jason Collard

Mr J.M. Collard

Chair of Governors Date: 3 December 2025

The notes on pages 23 to 44 form part of these financial statements.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 AUGUST 2025

Cash flows from operating activities
Net cash generated from operating activities
Cash flows from investing activities
Investment income
Purchase of tangible fixed assets
Net cash used in investing activities
Cash flows from financing activities
Cash inflows from new borrowing
Repayments of borrowing
Repayments of hire purchase loans
Interest paid on borrowings
Net cash used in financing activities
Change in cash and cash equivalents in the year
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
The notes on pages 23 to 44 form part of these financial statements		 2025
£
90,649
51,687
(201,495)
(149,808)
889,923
(1,021,233)
-
(55,724)
(187,034)
(246,193)
1,948,882
1,702,689		 2024
£
878,093
38,063
(253,234)
(215,171)
-
(211,905)
(5,380)
(75,860)
(293,145)
369,777
1,579,105
1,948,882

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

1. GENERAL INFORMATION

The Downs School (Charlton House) Limited is a company limited by guarantee, incorporated in the United Kingdom and registered in England and Wales. The registered office is The Downs School, Charlton House, Wraxall, Bristol, BS48 1PF.

2. ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with the Charities SORP (FRS 102) - Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

The Downs School (Charlton House) Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.

The Consolidated statement of financial activities (SOFA) and Consolidated balance sheet consolidate the financial statements of the Group and its subsidiary undertaking. The results of the subsidiary are consolidated on a line by line basis.

The Group has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of financial activities in these financial statements.

2.2 COMPANY STATUS

The Company is a company limited by guarantee. The members of the Company are the Governors named on Page 1. In the event of the Company being wound up, the liability in respect of the guarantee is limited to £1 per member of the Company.

2.3 GOING CONCERN

Having reviewed the strong cash position of the School together with the expected ongoing demand for places and the School’s future projected cash flows, the Governors have a reasonable expectation that the School has adequate resources to continue its activities for the foreseeable future and consider that there were no material uncertainties over the School’s financial viability. Accordingly, they continue to adopt the going concern basis in preparing the financial statements as outlined in the Statement of Accounting and Reporting Responsibilities on page 14.

The economic conditions indicate that our parents and prospective parents may be facing lower earnings or disposable income after tax from their businesses and employment income. This may lead to reduced demand on grounds of affordability in the medium-term. Pupil numbers for the 202425 academic year remain at acceptable levels, and fee collections are good. The School’s management have prepared a detailed budget, including cash flow forecasts, for the 2025-26 academic year, reflecting actual pupil numbers at September 2025, as well as outline projections for future years. The Governors have reviewed these forecasts and noted the cash flow projections, including the School’s ability to manage its costs in the light of any reduction in income. Stress tests have been run on income projections to determine the point at which the School would cease to have unrestricted cash reserves sufficient to maintain its activities.

Having considered these matters, the Governors do not believe there to be any material uncertainty, and they continue to adopt the going concern basis in preparing the financial statements.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

2. ACCOUNTING POLICIES (continued)

2.4 INCOME

All income is recognised once the Group has entitlement to the income, it is probable that the income will be received and the amount of income receivable can be measured reliably.

Fees receivable and similar income represent fees from ordinary activities and are accounted for in the period in which the service is provided. Fees receivable are stated after deducting allowances, scholarships, and other remissions granted by the School.

2.5 EXPENDITURE

Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is 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 activity are allocated directly to that activity. Shared costs which contribute to more than one activity and support costs which are not attributable to a single activity are apportioned between those activities on a basis consistent with the use of resources. Central staff costs are allocated on the basis of time spent, and depreciation charges allocated on the portion of the asset’s use.

Expenditure on raising funds includes all expenditure incurred by the Group to raise funds for its charitable purposes and includes costs of all fundraising activities events and non-charitable trading.

Charitable activities and Governance costs are costs incurred on the Company's operations, including support costs and costs relating to the governance of the Company apportioned to charitable activities.

2.6 INTEREST RECEIVABLE

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Group; this is normally upon notification of the interest paid or payable by the institution with whom the funds are deposited.

2.7 TAXATION

The Company is considered to pass the tests set out in Paragraph 1 Schedule 6 of the Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the Company is potentially exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes.

2.8 TANGIBLE FIXED ASSETS AND DEPRECIATION

Tangible fixed assets costing £500 or more are capitalised and recognised when future economic benefits are probable and the cost or value of the 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 cost.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

2. ACCOUNTING POLICIES (continued)

2.8 TANGIBLE FIXED ASSETS AND DEPRECIATION (CONTINUED)

Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

2.9 INVESTMENTS

Fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the Balance sheet date, unless the value cannot be measured reliably in which case it is measured at cost less impairment. Investment gains and losses, whether realised or unrealised, are combined and presented as ‘Gains/(Losses) on investments’ in the Consolidated statement of financial activities.

Investments in subsidiaries are valued at cost less provision for impairment.

2.10 STOCKS

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

2.11 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.

2.12 CASH AT BANK AND IN HAND

Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

2.13 LIABILITIES AND PROVISIONS

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 transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably.

Liabilities are recognised at the amount that the Group anticipates it will pay to settle the debt or the amount it has received as advanced payments for the goods or services it must provide.

Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised in the Consolidated statement of financial activities as a finance cost.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

2. ACCOUNTING POLICIES (continued)

2.14 FINANCIAL INSTRUMENTS

The Group only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

2.15 PENSIONS

The School operates three pension schemes.

The School participates in the Teachers' Pension Scheme (England and Wales) ("the TPS"), for some of its teaching staff. The TPS is an unfunded scheme and contributions are calculated so as to spread the cost of pensions over employees’ working lives with the School in such a way that the pension cost is a substantially level percentage of current and future pensionable payroll. The contributions are determined by the Government Actuary on the basis of quadrennial valuations using a prospective unit credit method. As stated in Note 24, the TPS is a multi-employer scheme and there is insufficient information available to use defined benefit accounting. The TPS is therefore treated as a defined contribution scheme for accounting purposes and the contributions recognised in the period to which they relate.

The School also operates two defined contribution pension schemes and the pension charge represents the amounts payable by the School to the schemes in respect of the year.

2.16 FUND ACCOUNTING

General funds are unrestricted funds which are available for use at the discretion of the Governors in furtherance of the general objectives of the Group and which have not been designated for other purposes.

Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the Group 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 financial statements.

Investment income, gains and losses are allocated to the appropriate fund.

3. CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

Estimates and judgements 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.

The School has entered into leases for motor vehicles and equipment as a lessor and as a lessee it obtains use of the related assets. The classification of such leases as operating or finance lease requires the School to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the balance sheet.

There are no critical accounting estimates.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

4. INCOME FROM DONATIONS AND LEGACIES

Unrestricted
funds
2025
Restricted
funds
2025
£
£
General Donations
-
15,000
The Downs School Association
8,667
-
8,667
15,000
TOTAL 2024
9,293
-
5.
INCOME FROM CHARITABLE ACTIVITIES
Gross fees receivable
Bursaries and other agreed fee discounts
Income from rechargeable expenditure
Registration fees
6.
INCOME FROM OTHER TRADING ACTIVITIES
Income from fundraising events
Unrestricted
funds
2025
£
Lettings
31,018
Other income
51,304
Fundraising income
22,648
TOTAL 2025
104,970
TOTAL 2024
121,887		 Total
funds
2025
£
15,000
8,667
23,667
9,293
2025
£
4,297,515
(568,340)
775,783
5,200
4,510,158
Total
funds
2025
£
31,018
51,304
22,648
104,970
121,887		 Total
funds
2024
£
-
9,293
9,293
2024
£
4,738,934
(525,190)
405,065
6,700
4,625,509
Total
funds
2024
£
36,083
44,451
41,353
121,887

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

6. INCOME FROM OTHER TRADING ACTIVITIES (CONTINUED)

Income from non charitable trading activities

Unrestricted
funds
2025
£
Nursery income
1,053,858
TOTAL 2024
870,855
7.
INVESTMENT INCOME
Unrestricted
funds
2025
£
Rental income
667
Bank interest
51,687
TOTAL 2025
52,354
TOTAL 2024
38,396
8.
EXPENDITURE ON RAISING FUNDS
Expenditure on fundraising events		 Total
funds
2025
£
1,053,858
870,855
Total
funds
2025
£
667
51,687
52,354
38,396		 Total
funds
2024
£
870,855
Total
funds
2024
£
333
38,063
38,396
Unrestricted
funds
2025
£
Fundraising expenditure
18,454
TOTAL 2024
34,462		 Total
funds
2025
£
18,454
34,462		 Total
funds
2024
£
34,462

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

8. EXPENDITURE ON RAISING FUNDS (CONTINUED) Expenditure from non charitable trading activities

Unrestricted
funds
2025
£
Nursery cost of sales
94,038
Nursery administration expenses
108,521
Interest payable
15
Nursery cost of sales staff costs
567,101
Nursery administration staff costs
100,443
Nursery depreciation
7,485
TOTAL 2025
877,603
TOTAL 2024
787,151		 Total
funds
2025
£
94,038
108,521
15
567,101
100,443
7,485
877,603
787,151		 Total
funds
2024
£
82,791
96,599
3,528
504,913
90,470
8,850
787,151

9. ANALYSIS OF EXPENDITURE BY ACTIVITIES

Education
TOTAL 2024		 Activities
undertaken
directly
2025
£
3,409,048
3,171,958		 Support
costs
2025
£
1,433,415
1,461,235		 Total
funds
2025
£
4,842,463
4,633,193		 Total
funds
2024
£
4,633,193

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

9. ANALYSIS OF EXPENDITURE BY ACTIVITIES (CONTINUED)

ANALYSIS OF DIRECT COSTS

Staff costs
Depreciation
Educational supplies
Household and welfare
Catering
Transport
School trips		 Total
funds
2025
£
2,374,480
77,795
267,107
41,443
398,267
75,121
174,835
3,409,048		 Total
funds
2024
£
2,367,410
70,673
215,054
18,201
391,623
77,104
31,893
3,171,958

School trip expenditure has been split out from educational supplies this year.

ANALYSIS OF SUPPORT COSTS

Staff costs
Depreciation
Educational supplies
Other costs
Premises costs
Grounds maintenance
Management expenses
Financing expenses
Legal and professional
Governance		 Total
funds
2025
£
612,356
174,404
39,096
64,990
266,297
21,113
126,464
65,490
44,169
19,036
1,433,415		 Total
funds
2024
£
513,774
165,787
41,850
78,434
347,005
27,951
122,128
79,859
62,754
21,693
1,461,235

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

10. NET INCOME/EXPENDITURE

2025 2024
£ £
Depreciation of tangible fixed assets:
- owned by the charitable group 260,164 245,334
Fees payable to the Company's auditor in respect of:
Auditors' remuneration - audit 15,250 14,675
Auditors' remuneration - other services 3,220 5,475
Operating lease rentals 31,606 32,779

During the year, no Governors received any remuneration (2024: £NIL). During the year, no Governors received any benefits in kind (2024: £NIL). During the year, no Governors received any reimbursement of expenses (2024: £NIL).

11. STAFF COSTS

Wages and salaries
Social security costs
Employer contribution to pension schemes		 Group
2025
£
3,062,676
295,453
296,251
3,654,380		 Group
2024
£
2,934,215
255,694
286,658
3,476,567		 Company
2025
£
2,459,688
246,880
280,268
2,986,836		 Company
2024
£
2,390,404
219,468
271,312
2,881,184

The average number of persons employed by the Company during the year was as follows:

Teaching staff
Administrative staff		 Group
2025
No.
61
57
118		 Group
2024
No.
59
58
117		 Company
2025
No.
61
28
89		 Company
2024
No.
59
29
88

The average headcount expressed as full-time equivalents was:

Teaching staff
Administrative staff		 Group
2025
No.
42
44
86		 Group
2024
No.
41
42
83		 Company
2025
No.
42
19
61		 Company
2024
No.
41
21
62

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

11. STAFF COSTS (CONTINUED)

The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was:

Group Group
2025 2024
No. No.
In the band £60,001 - £70,000 2 2
In the band £70,001 - £80,000 1 1
In the band £100,001 - £110,000 - 1
In the band £110,001 - £120,000 1 -

The key management personnel of the School comprises the Governors (who do not receive remuneration for their role as Governors) and the Senior Management Team. The total amount of employee benefits (including employer pension contributions and employer's national insurance) received by key management personnel for their services to the School was £416,484 (2024: £377,762). This reflects a change in the calculation of employee benefits, to include Headteacher's accomodation benefits.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

12. TANGIBLE FIXED ASSETS

GROUP

COST OR VALUATION
At 1 September 2024
Additions
Disposals
At 31 August 2025
DEPRECIATION
At 1 September 2024
Charge for the year
On disposals
At 31 August 2025
NET BOOK VALUE
At 31 August 2025
At 31 August 2024		 Freehold
property
£
6,528,877
86,561
-
6,615,438
2,181,069
151,121
-
2,332,190
4,283,248
4,347,808		 Motor
vehicles
£
42,400
-
-
42,400
27,650
8,425
-
36,075
6,325
14,750		 Fixtures and
fittings
£
1,178,943
56,637
(480)
1,235,100
951,896
61,186
(480)
1,012,602
222,498
227,047		 Computer
equipment
£
385,710
40,066
-
425,776
306,652
24,574
-
331,226
94,550
79,058		 Other fixed
assets
£
168,530
18,231
-
186,761
106,475
14,858
-
121,333
65,428
62,055		 Total
£
8,304,460
201,495
(480)
8,505,475
3,573,742
260,164
(480)
3,833,426
4,672,049
4,730,718

Whilst tangible fixed assets are held under the historical cost method, a valuation was carried out by Savills dated the 2nd February 2024 which valued the Freehold Land and Buildings at £7,520,000.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

12. TANGIBLE FIXED ASSETS (CONTINUED)

COMPANY

COST OR VALUATION
At 1 September 2024
Additions
Disposals
At 31 August 2025
DEPRECIATION
At 1 September 2024
Charge for the year
On disposals
At 31 August 2025
NET BOOK VALUE
At 31 August 2025
At 31 August 2024		 Freehold
property
£
6,528,877
86,561
-
6,615,438
2,181,069
151,121
-
2,332,190
4,283,248
4,347,808		 Motor
vehicles
£
42,400
-
-
42,400
27,650
8,425
-
36,075
6,325
14,750		 Fixtures and
fittings
£
1,071,799
54,746
(480)
1,126,065
867,571
55,389
(480)
922,480
203,585
204,228		 Computer
equipment
£
378,541
38,376
-
416,917
301,462
22,886
-
324,348
92,569
77,079		 Other fixed
assets
£
168,530
18,231
-
186,761
106,475
14,858
-
121,333
65,428
62,055		 Total
£
8,190,147
197,914
(480)
8,387,581
3,484,227
252,679
(480)
3,736,426
4,651,155
4,705,920

The net book value of assets held under finance leases or hire purchase contracts, included above are as follows: Other fixed assets £Nil (2024: £23,520).

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

13. FIXED ASSET INVESTMENTS

COMPANY
COST OR VALUATION
At 1 September 2024
AT 31 AUGUST 2025
NET BOOK VALUE
AT 31 AUGUST 2025
AT 31 AUGUST 2024		 Investments
in
subsidiary
companies
£
1
1
1
1

14. STOCKS

Consumables
DEBTORS
DUE WITHIN ONE YEAR
Trade debtors
Amounts owed by Group undertakings
Other debtors
Prepayments and accrued income		 Group
2025
£
27,250
Group
2025
£
75,250
-
9,387
161,513
246,150		 Group
2024
£
32,199
Group
2024
£
135,758
-
2,319
160,554
298,631		 Company
2025
£
24,621
Company
2025
£
75,250
82,987
9,387
150,314
317,938		 Company
2024
£
28,077
Company
2024
£
128,494
107,000
-
148,086
383,580

15. DEBTORS

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
Payments received on account
Trade creditors
Other taxation and social security
Other creditors
Accruals and deferred income
Deferred income at 1 September 2024
Resources deferred during the year
Amounts released from previous periods		 Group
2025
£
80,739
139,200
199,087
288,096
74,260
332,410
1,113,792
Group
2025
£
529,756
280,042
(529,756)
280,042		 Group
2024
£
160,070
382,453
109,398
56,507
74,999
721,232
1,504,659
Group
2024
£
635,664
529,756
(635,664)
529,756		 Company
2025
£
80,739
139,200
183,907
276,225
45,159
328,177
1,053,407
Company
2025
£
1,042,948
280,042
(1,042,948)
280,042		 Company
2024
£
160,070
382,453
94,201
50,063
60,633
714,741
1,462,161
Company
2024
£
607,203
529,756
(94,011)
1,042,948

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Bank loans
Accruals and deferred income		 Group
2025
£
809,184
211,656
1,020,840		 Group
2024
£
861,163
220,211
1,081,374		 Company
2025
£
809,184
211,656
1,020,840		 Company
2024
£
861,163
220,211
1,081,374

In June 2025, the Group refinanced its existing term loans with Barclays Bank Plc. The new floating rate business term loan is over 120 months, with repayments of £6,728 payable monthly commencing 1 month after the first drawdown of the facility. The interest rate charged is 2.20% above base rate. The balance outstanding on this loan at the year end was £889,923 (2024: £Nil). This is made up of £809,184 from note 17 and £80,739 from note 16. This loan is secured against some of the freehold property.

Prior to this, The Downs School had two bank loans with Barclays Bank Plc. The 2009 loan was repayable over 225 months and the balance outstanding at the year end was £Nil (2024: £430,516). The 2023 loan of £650,000 was repayable over 120 months on a five-year fixed interest rate. The balance outstanding at the year end was £Nil (2024: £590,717).

18. FINANCIAL INSTRUMENTS

FINANCIAL ASSETS
Financial assets measured at amortised cost
FINANCIAL LIABILITIES
Financial liabilities measured at amortised
cost		 Group
2025
£
1,948,839
Group
2025
£
2,134,632		 Group
2024
£
2,109,419
Group
2024
£
2,584,811		 Company
2025
£
1,908,514
Company
2025
£
2,074,247		 Company
2024
£
2,156,544
Company
2024
£
2,543,633

Financial assets measured at amortised cost comprise trade debtors, other debtors, amounts owed by group undertakings, accrued income and cash at bank and in hand.

Financial liabilities measured at amortised cost comprise payments on account, trade creditors, accruals, bank loans, other tax and social security and obligations under finance lease and hire purchase contracts.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

19. STATEMENT OF FUNDS

STATEMENT OF FUNDS - CURRENT YEAR

UNRESTRICTED FUNDS
General Funds - all funds
The Downs School Association
Downs School Enterprises
Limited
RESTRICTED FUNDS
Restricted Funds - all funds
TOTAL OF FUNDS		 Balance at 1
September
2024
£
4,427,744
40,121
(43,963)
4,423,902
495
4,424,397		 Income
£
4,727,457
31,314
1,053,858
5,812,629
15,000
5,827,629		 Expenditure
£
(4,773,149)
(32,871)
(923,446)
(5,729,466)
(9,054)
(5,738,520)		 Transfers
in/out
£
82,987
-
(82,987)
-
-
-		 Balance at
31 August
2025
£
4,465,039
38,564
3,462
4,507,065
6,441
4,513,506

UNRESTRICTED FUNDS

During the year, parent contributions made to the Downs School Association (DSA) and fundraising amounted to £31,314 (2024: £50,646). The DSA is a Committee appointed by the Board comprising elected parents and senior staff who organise social events for the School community and raise funds for the purchase of equipment to benefit the children.

TRANSFERS IN/OUT

In the year, £82,987 was gift aided from Downs School Enterprises Limited to the School.

RESTRICTED FUNDS

During the year there was a £15,000 (2024: £Nil) donation from one family who supported the accelerated roll-out of educational iPad provision to older children in the Prep. School.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

19. STATEMENT OF FUNDS (CONTINUED)

STATEMENT OF FUNDS - PRIOR YEAR

Balance at
1 September
2023
£
Income
£
UNRESTRICTED FUNDS
General Funds - all funds
4,239,691
4,744,439
The Downs School Association
30,450
50,646
Downs School Enterprises Limited
(58,376)
870,855
4,211,765
5,665,940
RESTRICTED FUNDS
Restricted Funds - all funds
1,498
-
TOTAL OF FUNDS
4,213,263
5,665,940
20.
ANALYSIS OF NET ASSETS BETWEEN FUNDS
ANALYSIS OF NET ASSETS BETWEEN FUNDS - CURRENT YEAR
Unrestricted
funds
2025
£
Tangible fixed assets
4,672,049
Current assets
1,969,648
Creditors due within one year
(1,113,792)
Creditors due in more than one year
(1,020,840)
TOTAL
4,507,065		 Expenditure
£
(4,556,386)
(40,975)
(856,442)
(5,453,803)
(1,003)
(5,454,806)
Restricted
funds
2025
£
-
6,441
-
-
6,441		 Balance at
31 August
2024
£
4,427,744
40,121
(43,963)
4,423,902
495
4,424,397
Total
funds
2025
£
4,672,049
1,976,089
(1,113,792)
(1,020,840)
4,513,506

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

20. ANALYSIS OF NET ASSETS BETWEEN FUNDS (CONTINUED) ANALYSIS OF NET ASSETS BETWEEN FUNDS - PRIOR YEAR

Unrestricted
funds
2024
£
Tangible fixed assets
4,730,718
Current assets
2,279,217
Creditors due within one year
(1,504,659)
Creditors due in more than one year
(1,081,374)
TOTAL
4,423,902
21.
RECONCILIATION OF NET MOVEMENT IN FUNDS TO NET CASH FLOW
ACTIVITIES
Net income for the year (as per Statement of Financial Activities)
ADJUSTMENTS FOR:
Depreciation charges
Interest income
Loss on disposal of fixed assets
Decrease/(increase) in stocks
Decrease/(increase) in debtors
Increase/(decrease) in creditors
Interest paid
NET CASH PROVIDED BY OPERATING ACTIVITIES		 Restricted
funds
2024
Total
funds
2024
£
£
-
4,730,718
495
2,279,712
-
(1,504,659)
-
(1,081,374)
495
4,424,397
FROM OPERATING
Group
Group
2025
2024
£
£
89,109
211,134
260,164
245,334
(51,687)
(38,063)
-
79
4,949
(1,750)
52,481
(99,454)
(320,091)
484,953
55,724
75,860
90,649
878,093

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

22. ANALYSIS OF CASH AND CASH EQUIVALENTS

Cash in hand
TOTAL CASH AND CASH EQUIVALENTS		 Group
2025
£
1,702,689
1,702,689		 Group
2024
£
1,948,882
1,948,882

The reduction in cash is due to the unwinding of fees in advance during the course of the 2024-2025 academic year.

23. ANALYSIS OF CHANGES IN NET DEBT

Cash at bank and in hand
Debt due within 1 year
Debt due after 1 year		 At 1
September
2024
£
1,948,882
(160,070)
(861,163)
927,649		 Cash flows
£
(246,193)
-
-
(246,193)		 Repayment
of bank
loans
At 31
August 2025
£
£
-
1,702,689
79,331
(80,739)
51,979
(809,184)
131,310
812,766

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

24. PENSION COMMITMENTS

The Group's employees belong to three principal pension schemes: the Teachers' Pension Scheme England and Wales (TPS) for teaching staff and two defined contribution schemes for teaching and nonteaching staff.

Defined Contribution Scheme

The Group operates a defined contribution pension scheme (APTIS) for the majority of its teaching staff and a defined contribution scheme (The People’s Pension) for its non-teaching staff and Nursery staff. The assets of these schemes are held separately from those of the Group in independently administered funds. The employer's pension costs paid to these defined contribution schemes in the period amounted to £213,289 (2024: £211,059) on a like-for-like basis, excluding APTIS ‘salary sacrifice’ element.

Teachers' Pension Scheme

The Teachers' Pension Scheme (TPS) is a statutory, contributory, defined benefit scheme, governed by the Teachers' Pension Scheme Regulations 2014. Membership is automatic for full-time teachers in academies. All teachers have the option to opt-out of the TPS following enrolment.

The TPS is an unfunded scheme to which both the member and employer makes contributions, as a percentage of salary - these contributions are credited to the Exchequer. Retirement and other pension benefits are paid by public funds provided by Parliament.

Valuation of the Teachers' Pension Scheme

The Government Actuary, using normal actuarial principles, conducts a formal actuarial review of the TPS in accordance with the Public Service Pensions (Valuations and Employer Cost Cap) Directions 2014 published by HM Treasury (HMT) every 4 years. The aim of the review is to specify the level of future contributions.

Actuarial scheme valuations are dependent on assumptions about the value of future costs, design of benefits and many other factors. The latest actuarial valuation of the TPS was carried out as at 31 March 2020. The valuation report was published by the Department for Education on 26 October 2023, with the SCAPE rate, set by HMT, applying a notional investment return based on 1.7% above the rate of CPI. The key elements of the previous valuation as at 31 March 2016 which was effective for the year ended 31 August 2025 are:

The result of the previous TPS valuation was implemented from 1 April 2024. The next valuation result is due to be implemented from 1 April 2028.

The employer's pension costs paid to TPS in the year amounted to £64,490 (2024: £59,800).

A copy of the valuation report and supporting documentation is on the Teachers' Pensions website (https://www.teacherspensions.co.uk/news/employers/2019/04/teachers-pensions-valuation-report.aspx) for 2016 and www.teacherspensions.co.uk/news/employers/2023/10/valuation-result.aspx for 2020.

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

Under the definitions set out in FRS 102, the TPS is an unfunded multi-employer pension scheme. The Group has accounted for its contributions to the scheme as if it were a defined contribution scheme. The Group has set out above the information available on the scheme.

25. OPERATING LEASE COMMITMENTS

At 31 August 2025 the Group and the Company had commitments to make future minimum lease payments under non-cancellable operating leases as follows:

Not later than 1 year
Later than 1 year and not later than 5 years		 Group
2025
£
25,565
45,124
70,689		 Group
2024
£
25,565
76,730
102,295		 Company
2025
£
25,565
45,124
70,689		 Company
2024
£
25,565
76,730
102,295

26. RELATED PARTY TRANSACTIONS

A number of Governors have children who are pupils at the School; the appropriate level of fees is levied in respect of these pupils.

Governors’ children are assessed for bursaries and scholarships on the same basis as all other pupils on an arm's length basis. This process was adhered to during the year.

Ms J. Oliver is a member of Veale Wasbrough Vizards LLP. Veale Wasbrough Vizards LLP was appointed as the School's solicitors prior to Ms J. Oliver becoming a Governor and therefore they were not involved in the decision making process. During the year Veale Wasbrough Vizards LLP was paid £15,786 (2024: £29,404) for legal services provided to the School. These transactions were made on a commercial basis. There was a balance outstanding at the year end of £4,576 (2024: £5,978).

At the year end the School had a debtor balance of £82,987 (2024: £107,000) with its subsidiary Downs School Enterprises Limited. The £107,000 balance was fully repaid in the year and the £82,987 relates to the gift aid donation from Downs School Enterprises. The School also received rent from Downs School Enterprises Limited of £42,900 (2024: £42,900) and loan interest of £3,804 (2024: £14,309).

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THE DOWNS SCHOOL (CHARLTON HOUSE) LIMITED (A COMPANY LIMITED BY GUARANTEE)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025

27. PRINCIPAL SUBSIDIARIES

The following was a subsidiary undertaking of the Company:

Name Company Registered office or principal Principal activity number place of business Downs School Enterprises 10801425 The Downs School, Nursery Limited Charlton Drive, Wraxall, Bristol, BS48 1PF Class of Holding Included in shares consolidation Ordinary 100% Yes The financial results of the subsidiary for the year were: Name Income Expenditure £ £ Downs School Enterprises Limited 1,053,858 (922,126)

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