MILLFIELD ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 August 2024 Company number.. 00522385 Registered Charity Number.. 310283 CONTENTS REPORT OF THE GOVERNING BODY INDEPENDENT AUDITOR'S REPORT 24 CONSOLIDATED STATEMENTS OF FINANCIAL ACTIVITIES 27 BALANCE SHEETS 28 CONSOLIDATED CASH FLOW STATEMENTS 29 NOTESTO THE FINANCIAL STATEMENTS 30 GOVERNORS, ADVISORS AND KEY STAFF 49 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 The Governors present their Annual Report and Consolidated Financial Statements for the year ended 31 August 2024 and confirm that they comply with the requirements of the Charities Act 2011. the Companies Act 2006, and the Charities SORP FRS 102. The Governing Body confirms that the financial statements comply with the charity's governing document, with current statutory requirements, with applicable accounting standards in the United Kingdom, and with the Charities Statement of Recommended Practice IFRS 1021- Second Edition. The Governors of Millfield I'the School") are the School's charity trustees under charity law and the directors of the charitable company. The School's Governors, advisors and key staff are set out on pages 48-49. REVIEW OF THE YEAR Principal Achievements and Performance Educotionol er ormance Millfield is a large, independent school with around 1,307 students at the senior school site and 378 at the prep school site. Our students are a diverse cohort with over 300 international students from 75 different countries represented within the student body, and a further 150 or so British students living abroad. The scale of our community, combined with the resource5 and facilities we offer means our scale brings educational opportunitv. Our unique selling points are the wide range of sporting and other activities, coaching and facilities that students enjoy alongside their academic education and our fu51 boarding mix. The capacity to engage children at many different levels is central to life at Millfield and we offer countless opportunities across many different learning contexts both inside and outside the classroom. Talented and committed staff work with our children to achieve these ends. With an average year group size of 230 students in Year 11 and 308 students in the Upper Sixth, Millfield has a much larger number of candidates sitting GCSES and A levels. The results of our top 11)0 students for GCSE and A level, which is a number comparable with the size of other schools, compares extremely well with highly selective schoo15. 60+ students gain funded scholarships in academics and sport to US universities. Every year we hove students gaining places at Oxford and Cambridge Universities, as well as many going on to the Russell Group Universities. Students also gain highly sought after places at universities to Study subjects Such as medicine, dentistry and veterinary. For that rea50n, we publish results that reflect both the whole student group as well as our Top 100 highest achieving candidates. The Top 100 results show that this group regularly achieve grades which compare well with academically selective independent schools. A level or equivalent results Top 100 GCSE results Year Grou 31.1% 61.1% 84.3% 99.90A Top 100 Year Grou A* . A rades A* . B rades A*. C rades A*_ E grades 69.3% 96.7% ioo.o% ioo.o% 9-7orA*_A rades 80.5% 9-5orA*_B rades 98.8% 9-4orA* C rades 99.8% 9 - 2 or A* _ E grades 100.0% 85.6% 95.1% 99.6% REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance Icontinuedl There were also strong results from students who took Advanced Vocational Qualifications. Upper Sixth students were offered A level equivalent1Sevel 31 BTEC co¢Jrses including the B TEC Extended Diploma in Art & Design,. the BTEC Diploma in Business,. the BTEC National Diploma in Enterprise & Entrepreneurship and the BTEC Diploma in Sport. Students also had the options of a single A level equivalent qualification in the BTEC Extended Certificate in Music Performance or the Level 3 Diploma in Food & Nutrition. BTEC results BTEC Only Inc. level 3 Food Science & Nutrition Yo Dist.*. Dist. 68.1% yo Dist.* Merits 9Q4% /0 Dist. Pass 100.0% 100.0% UniversAt Destinations Millfield has a strong track record in supporting students in their decision-making on which university or college is best for them. Our Futures Department is resourced to provide guidance to meet individual aspirations, whatever a student's ambitions. whether it is Oxbridge, Russell Group, specialist colleges, American and international universities, apprenticeships or gap years. UK UNIVERSITY OFFERS and DESTINATIONS 2024 Futures headlines •84% of cohort13081 secured Higher and Further Education places across the world. • Forty-four students heading to oversea5 universities including six US Ivy League universities and Stanford. Switzerland, Spain and France being popular destination5 in Europe. •Three students accepted places at Oxbrid8e. •Four gained highly competitive places to study medicine. •13% opted lor a Gap Year or Post-Results application •Five students are heading straight into professional sport. 426 Popular university choices include Bath, Bristol, Cardiff, Exeter, Loughborough, Oxford Brookes, Surrey and University of the Art5, London IUALI. North American application numbers continue to rise, Millfield 5UPPQrts students with SAT classes and 15 one of few SAT test centres in the UK which means that students do not need to leave the campus to take their SATentry exam. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance (Continued) US university applicants 36 of our leavers and a further 16 Oms have accepted offers at US universities with a large number in receipt of significant academic and/or sports scholarships. Some notable acceptances include the following top 20 US ranked institutr"ons- University of Chicago, Columbia University, Cornell University, Duke University, University of Pennsylvania, Princeton University, Stanford University and Yale University. US UNIVERSITY OFFERS and DESTINATIONS io IL4a411 Other applicants There are a total of 8 students taking up offers at other overseas universities. Countries of which these university reside are Canad3, Cayman Islands, Italy, Spain, Switzerland and Thailand. Furthermore: I student gained a place at Hult Internatronal Business School: I studernt has gained a place on o conservatoire,. 3 students have gained places on creatr.ve courses such as fashion, music and film, 6 students plan to take up apprenticeships- 4 students will be taking up sport professionally and a pupil will be joinin8 the military- and 29 students are intending on taking a gap year. All students who do not have any career or HE plans are offered l..1 specialist career advice before leaving Millfield and are supported by the Futures Department and the Old Millfieldian 'OM5" Society after they leave. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance (continued) Where Millfield leavers 80 11 Russell Group and Times Top 30. 11 Other UK HE Institutions Military and Apprenticeship lll Overseas universities Professional Sport Non placed, Gap & Post Results (UK & Overseas 13% 34% 14% 36% 'In addition to the Russell Group of universities, TheTimes top 30120241 includes other selective universities. In the UK, populai dtstinations include Bath, Bristol, Cardiff. Exeter, LoughboFough, Oxford 8rookes, Surrey and University of the Arts, London IUALI. In the US, popular destinations include New York University INYUI. Rhode Island School of Design and Boston University. Students A review of the students, principal achievements and performance in the year is available from the School'5 website in 'The Year at Millfield 2023124, and 'The Year at Millfield Prep 2023124, publications. Highlights include.. Twelve Millfieldians competed at the 2024 Paris Olympics Games, made up of eleven Old Millfieldians, two Staff and one Swimming Performance Squad member. Millfield students received the highest number of Oxbridge offers in a decade. Two students received offers to Oxford University whilst a further three are heading to the University of Cambridge. Over 100 students applied to study in the US this year. Offers were received from prestigious establishments including Stanford, Yale, Princeton and University of Pennsylvania IUPennl. Millfield were named as the Best Sports School for the 10th time in 11 year5 by School Sport Magazine. The accolade comes during another year of outstanding sporting achievements. Millfield continues to develop two unique programmes, the "Year 9 Programme" and the "Sixth Form Programme" The Year 9 Programme offer a curriculum. both inside and outside the classroom, stretching and challenging each young person to make learning even more inspiring and involving. The academic curriculum offers an exceptionally wide range of subjects, all tailored to each pupil's learning ability. This is combined with an outstanding sport and co-curricular programme with a focus on learning in the outdoors, making the most of 5omerseVs wonderful resource5 on our doorstep. The outdoor adventure aspect allows them the opportunity to try things they might otherwise not experience and to participate in the Duke of Edinburgh Bronze Award challenge should they wish. This delivers a dynamic and diverse programme that engages and connects our pupils with limitless academic, artistic and sporting outcomes by discovering and nurturing their talents and passions. REPORTOF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance (continued) The Sixth Form Programme recognises the academic, sporting and co-curricular opportunities already in place and complements these with the Millfield Brilliance Award I"M8A"I to assist the students, development 35 young adults across a range of areas. The MBA award continues to flourish, with a growing number of exciting projects which have seen our students become further involved in our local community. éE KIND, In line with Millfield's phi1050phy of providing an excellent all-round edvcation, the school runs the Millfield Activities Programme IMAP) for all year group5 in the senior school. The purpose of MAP is for students to experience a range of activities and develop skills beyond those in the core curriculum or core games and 5POrts programmes. Hence, whilst comp051tion varies seasonally* and with interest from staff and students, suitable MAPS diversify the student learning experience and cater for all standards and abilities. Over 100 different activities are currently offered during the course over the year. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance (continued) Sto The Student.. teacher ratlo stands at 6.8:112023: 6.9'.11. Millfield has over 1,000 staff across the Pre-Prep, Prep and Senior Schools. Millfield continues to strive to recruit dynamic, high-quality staff acros5 all areas, includi ng teaching, sports coaches, welfare and support and invest5 Sl8nificant amounts of its income to recruit, retain and motivate staff. The diversity of the people and the range of skills that combine together to run our highly successful schools make the Millfield Community so unique. Boarding schools are 24/7 communities, and our dedicated staff make it an extraordinary place on a daily basis. Develo ment o Focilities ond Resources The focus this year has been to maintain our existing facilities and resources and to finish the major refurbishment of teaching B block. Millfield also acquired the freehold of Eastmead land which adjoins the Senior School campus from But5ei8h Road. Millfield invested £9.4 million12023.' £5.4 million) into facilities during the year and some of the work included the following- Strategic purchase of freehold of Eastmead Land1£2.4ml Complete phase two refurbishment of teaching B block l£1.7ml External fabric improvement of ADT teaching block I£0.9ml IT infrastructure I£0.6ml Boarding house refurbishments I£0.5ml Staff housing refurbishments including heating and hot water Services I£0.4ml Refurbishment of the Gatehouse and visitor reception I£0.3ml CCTV infrastructure upgrades (£0. Im) The School continuously reviews its long-term capital investment masterplan to ensure it retains best value academic, sports, boarding house, day house and welfare facilities. Investment5 Millfield does not hold any investments of its own. Millfield Foundation, a subsidiary of Millfield, holds two investment portfolios. Millfield Foundation continues to act as custodian of these funds for Millfield. Donations received by the Foundation are invested directly through appropriately qualified investment managers with investment returns donated back to Millfield. This donation is used by Millfield to SilPPOrt its scholarships and bursaries provision. The Trustees aim to hold a balanced portfolio of asset5 that will achieve long-term growth from capital appreciation and income in excess of the Consumer Price Inflation index I'CPI'I without exposing the Charity to undue risk. Invèstments held at year end were £6,192,485 12023.. £5,137,679). The investments generated income, including interest, of £147,80312023.' £105,578) during the year and generated a net gain on revaluation at year end of £773,50712023.. £115,749 lossl. The value and allocation of the Millfield Foundation Charity's investments as at 31 August 2024 and 2023 are.. Investment Manager 2024 2023 Rathbone Investment Management Limited Waverton Investment Management Limited Vanguard Investment5 UK Limited 14,520 0.3% 4,131,297 80.4% 991,862 19.3% 5,137,679 11)0.o% 4,485,184 72.4% 1,707,301 27.6% 6,192,485 11)0.o% During the year, the Foundation Board agreed to invest a further £500,000 into equities, to increase the proportion of the portfolio invested into equities to 70%, to derive higher returns. To achieve this, a55et5 were restructured and some further fund5 introduced. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Principal Achievements and Performance (continued) The day-to-day management of the Foundation'5 investment portfolio has been delegated to Waverton Investment Management Limited and Vanguard Investments UK Limited. who the Trustees monitor on a regular basis via the Finance & Investment Committee. The investments held with Waverton remain in a bespoke, actively managed fund which excludes 'sin' stocks, including non-renewable energy companies. The Trustees noted that the ESG Index fijnd held with Vanguard provides further diversity. It has been agreed that Waverton will report bi-annually to the Finance and Investment Committee and annually to the Millfield Foundation Board. The investment mandate and objectives were reviewed in the year and the Trustees continue to adopt a balanced approach. Public Benefit At Millfield, we are committed to f05tering meaningful relationships within our local community, ensuring that our students and staff contribute positively to society. As one of the largest employers in the region, we recognize our social responsibility and seek to widen access to academic, sporting, and creative enrichment opportunities through scholarships, bursaries. and cross-sector partnerships. Economic Impact of Millfield 2023124 £90.6m Contributed ID theUKGDP £44.1m Tl'fflirftill Il To Mendip GDP 120231241 £23.2m 2,173 Jobs Saving5 forthe UK taxpayer Tax payments to UK authorities Educotional Partnershi s ond Pro essional Develo ment A core focus this year has been developing strong, authentic relationships with local maintained schools, with a particular emphasis on professional development and knowledge-sharing. Collaboration with The Blue School in Wells led to over 650 pupils attending activity days, a5 well as ongoin8 teocher training initiatives. A newly established professional development network has facilitated knowledge exchange= 39 participants from 24 schools attended an Al Conference at Mi11field. IT expertise was shared through online advisory sessions with 8 local schools. Millfield's Director of IT has taken a leadership role in national education technology initiatives, providing 5UPPOrt to approximately 5,000 schools. Science-fotused training days for primary school teachers have bolstered confidence in delivering practical session5. A Coach Education Programme, in partnership with the England and Wale5 Cricket Board, provided free training to regional cricket coaches. Conferences and networking events have helped local educators support neurodivergent learners more effectively. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Public Benefit Icontinuedl EnhL7ncin Access to Education t7nd Leornin Millfield continues to expand its outreach, offering direct support and enrichment opportunities to local maintained school5.' Languages: Weekly Chinese lessons delivered in three primary schools, along with cultural workshops and an annual food festival. Academic Enrichment: Millfield hosted history, politics, and STEM conferences, en8oging hundreds of pupils from local schools. The Physics Show welcomed 570 children from 8 primary schools, making science accessible and en8aging. The inaugural Physics Olympics saw 76 pupils from 10 schools compete in a variety of scientific challenges. Careers and Work Experience: The Futures Fair connected over 50 pupils from 3 local schools with representatives from universitie5, employers, and apprenticeship providers. Millfield supported placements for local students and provided opportunitie5 for young people with disabilities through Projert Search. Community Engagement and Stspport Millfield actively invites the community to participate in a variety of events, ensuring our resources benefit broad audience. Annual Community Day: Opened school facilities to local residents, f05tering connections and shared experiences. Social Initiatives: Elderly residents engaged in social activities through Millfield's Tea and Dance event. Pupils from local special schools participated in weekly equine therapy sessions. Charitable Efforts: Over £1,750 raised for CALM through a charity swim event. Donations of food, beddin8, and books to local and international charities. Macmillan Coffee Morning raised £1, 164. Promoting Sport, Arts, and Culture Millfield's outstanding facilities enable thousands of youn8 people to participate in sport and the arts each year.. Sporting Outieach: Over 11,000 visits from local Clubs for training and competitions. Millfield coaches supported county-wide hockey, rugby, and athletics events. A partnership with Somerset Disabled Cricket Team encouraged inclusivity in sport. Arts and Cultural Ac¢ess: The Atkinson Gallery hosted exhibitions promoting sustainability and Creativitv. Millfield's theatre supported local school productions, accommodating nearly 2,000 audience members. Sixth form students ran a weekly school choir for 40 local children, culminatin8 in a Christmas performance. Through these initiatives, Millfield continues to provide substantial public benefit, enhancin8 educational Opportunit￿e5 and supporting the local community across multiple sectors. 10 10 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Section 172 (11 Companies Act 21)06 The Governors comply with the requirements of section 172 llllal-lfl using the proven organisational management approach included within the Structure, Govemance and Management section of this report (see pages 13-151 as follows.. (al Yhe likely consequences of any decision in the long term" all strategic matters are considered by Governors in one or more of the four committee termly meetings with papers provided in advance by the Millfield Executive Group I'EG") after it has completed its own internal review. Once a matter has been considered and di5CUssed, the relevant committee makes a form31 recommendation to the Full Governing Body for it to consider at its meeting before a final decision Can be made. This 'three" tiered approach ensures strategic long-term decisions are rigorously considered before being implemented. {bl 'The interests of the company's employees" as a leading independent School, Millfield's employees and facilities are the key variables for its community. The approach to employee interests is included under the Employee Involvement and Equal Opportunities section on pages 14-15. The Head of HR is part of the Executive Group and employee matters are considered as appropriate at each of the four governor committee meetings as well as at full governing body meetings. "The need to foster the company's business relationships with suppliers, customers and others" Millfield makes a significant contribution to the local economy as is evidenced from the data included under the "Public Benefiy, section and the Governors in the "Building and Finance Committee" and "Audit, Compliance and Risk Committee" review processes and procedures in place to ensure consistency and fairness of approach in dealings with suppliers and customers. Idl "The impact of the company's operations on the community and the environment" as an independent school with charitable status, Governors appreciate the importance of our impact on the local community and the environment. Millfield take5 this aspect very seriously as shown by the initiative5 included within the "Public Benefiy, section of this report. lel "The desirability of the company maintaining a reputation for high standards of business con(Ju¢t" the Governors rely on the Executive Group I'EG") and the Senior Leadership Teams I"SLf'i at Millfield and Millfield Prep to both maintain and comply with internal policies and procedures approved by the governor committees to ensure high standards of business conduct are maintained. (n "The need to act fairly as between members of the company"_ The Governors, as members, sign 3 "Code of Conduct for Governors of Millfield School" which includes 3 requirement to comply with the Nolan principles of selflessne55, integrity, objectivity, accountability, openness, honesty and leadership and there are policies and procedures in place to support the adherence to this code of conduct. REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Future Plan5 The current purpose, vision and values previously set in 2019 remain valid and provide a totem pole from which to hold all members of the School community accountable. Mi11field's founding philosophy and intake demand a unique approach. Most students choose Millfield because of our unique offer in the following key areas.. Sport Full Boarding Provision Opportunities Additional Education Needs. Our strateg￿C objectives have been refined to focus on these areas and upon and be sector leading in these areas. Our Purpose is to break the mould as an activist educator and provide an education and an experience that honours the individual. Our Vision is to be the world leaders for the development of children. Our Mission Discover brilliance in every child and transform lives through education. The School's 5 year Strategic Objectives have been updated and are= Millfield will dlscover sporting, academic and creative brilliance in every chlld. Millfield's unique phi1050phy will facilitate a tailored approach for talented children and offer a transformational experience for all children to ensure they are supported and challen8ed. Millfield will be a beacon of excellence for children with Additional Educational Needs. Millf ield will develop leaders and disruptors, prepared for the neJ(t stage of life. Millfield's scale and Structure offers unrivalled opportunities for all in experience of entrepreneurship, resilience, service, inclusion, kindness and achieving success through hard work. 3. Millf ield will champton physlcal and mental wellbelng. Millfield's sector defining holistic approach places health, happiness. wellbeing and self-efficacy for children and staff, with a focus on children with neurodivergent traits, at the centre of all that we do. Millfield will lead the debate in this area. Millfield will define the future full boarding experience. Millfield recognises the fundamental significance and benefits of the full boarding ethos and provi5i0n. Millfield will develop a global, sustainable, modern and welcoming full boarding experience that is an enabler for development. 5. Millfield will lead on transform4n8 lives through education. Millfield's unique history prompts US to lead on effective partnerships with Schools and other local groups and on the provision of life-chanEin£ bursaries and contribution to the national debate on access to Èducation and sport. Our focus for the year ahead will include: continuing to embed the Schools, Values; offering the highest standard of experience to pupils. focus on effort5 to raise funds to support the Foundation in securing bursary fundin8; establishing a group of UK nurseries and exploring international expansion; development of the School's masterplan on a sustainable long-term basis. 12 REPORTOF THE GOVERNING BODY for the year ended 31 August 2024 Structure, Governance and Management Governin Document5 Millfield I'the company" or 'the School"} is a company limited by guarantee, first incorporated as Millfield School Limited on 4 August 1953 and congtituted under Memorandum and Articles of Association dated 9 Movember 1979 and last amended on 21 March 2014. It is also a registered charity. number 310283. Grou Structure and Relationshi The School provides independent Iboarding and dayl education for boys and girls between the ages of 2 and 7 years Imillfield Pre-Prep day only), 7 and 13 years Imillfield Prep) and 13 and 18 years Imillfieldl. In addition to its principal activity* the School a150 operates a wide variety of educational and recreational holiday courses, retail outlets and related activities, some of which are carried out through a trading subsidiary company, Millfield School Enterprises Limited. All surpluses from these activities are reinvested in the School for the benefit of its principal educational activity. The School also owns 100% of the share capital of Millfield Overseas Limited. a company incorporated on 21 December 2012 and Millfield Nurserie5 Limited, a company incorporated on 29 March 2024. Both companies are dormant and have been so since incorporation. On 23 August 2022 Millfield Foundation's Icompany number: 063705601 Articles of Association were amended by Special resolution, effective from I September 2023. These Articles state that the majority of Trustees holding office at any one time are nominated by Millfield. Millfield is deemed to have effective control over Millfield Foundation board and therefore its balance Sheet was transferred into the 8roup effective I September 2023. nd its result5 have been consolidated into Millfield's group accounts since then. Investment Powers ond Polic There are no specific restrictions on the Governors. investment powers,. where necessary Governors seek the advice of qualified investment advisors prior to making any investments. Governin Bod The Governing Body 15 self-appointing. Governors are appointed for a three-year term of office. Retiring Governors are eligible for re-appointment. New Governors are appointed by the Governing Body on the recommendation of the Appointments Committee. Candidates are proposÈd by existing Governors on the basis of the expertise and experience they can offer the School, taking into consideration the termly skills audit by the Appointment5 Committee against the categories of skills deemed necessary by the Governing Body for providing proper strategic management oversight and control. Searches for governors with specific acumen may be conducted by board level recruitment con5ult3nts. The Governing Body seeks to have an appropriate balance of age, gender and ethnicity and has Set itself medium term targets to reflect the diversity of its student cohort. Governor troinin Appropriate information and training, including safeguarding trainin& 15 provided to new Governors. They are provided with induction information, a Governors, Handbook and information on their responsibilities as a charity trustee. They meet for individual briefings with the members of the Executive Group, the Chairman of Governors and relevant senior staff members. The Governing Body recognises that new Governors mLJSt feel confident that they are equipped to meet their statutory and wider legal responsibilities and appropriately tailored courses and further information are made available to them through the Clerk to the Governors. Where appropriate, member5 of the Governing Body attend external trustee training and information courses designed to keep them informed and updated on current Issues in the sector and regulatory requirements. All Governors receive safeguarding tr3ining as part of their induction and receive annual updates which 15 audited for effectiveness. There is an annual cycle of face-to-face governor training. This year Governors received training on their role in the revised ISI Inspection process. Indemnity insurance is in place for Governors. During the year, Millfield paid £46512023.. £4811 in respect of indemnity insurance for its Governors. REPORTOF THE GOVERNING BODY for the year ended 31 August 2024 Structure, Governance and Management (continued) onisotionol mana ement The members of the Governing Body, as the charity trustees, are legally responsible for the overall management and control of the School, including policy setting and strategic planning. The detailed work of the Governors is delegated to four committees, each of which operates under terms of reference which are approved by the Governing Body, and which are required to report to the full Governing Body on a regular basis. Audit, Compliance and Risk Committee Building and Finance Committee Appointments Committee Education Committee In addition to the committees, certain members of the Governing Body also act as trustees for Millfield Retirement Benefits Scheme and a5 directors of Millfield School Enterprise5 Limited, Millfield Foundation Limited Millfield Nurseries Limited and Millfield Overseas Limited. Individual Governors also hold special responsibility for specific areas such as Safeguarding. SEN, Staff Liaison, Sport and Public Benefit. Millfield Foundation has a separate Board, a maximum of up to ten trustees, comprised of Appointed Trustees nominated by Millfield and Co-opted Trustees appointed by the Trustee Board. The detailed work of the Millfield Foundation Trustees 15 delegated to the four committees- Audit, Compliance and Risk Committee Finance & Investment Committee Nominations Committee Joint Fundraising Sub-committee Iwith Millfieldl The Joint Fundraising Sub-committee constitution membership was increased beyond three members to include at least one Millfield Governor, a Foundation Trustee who is also a Millfield Governor and a Foundation Trustee not a550Clated with Millfield. This is to widen discussion and allow the Sub-committee to be quorate if a member is unable to attend. Furthermore, Millfield School Enterprises Limited hold directors, meetings termly. The day to day runnin8 of the School is delegated to the Headmaster of Millfield. the Headmaster of Millfield Prep School and the Finance Director of Millfield Schools, 1.the Executive Group I'EG'I'I, as key management personnel, who in turn are supported by Senior Leadership Teams I'SLT"). The Head of HR of Millfield Schools also forms part of the Executive Group and advises on matters related to staffing. The Heads and Finance Director attend all meetings of the Governing Body's Committees. lo ee involvement ond e U1710 ortunities The Governors are committed to ensuring that Millfield provide5 equal opportunity in recruitment and employment. Potential and existing employee5 are treated by reference to their particular aptitude5, abilities and relevant qualifications and receive equal treatment a5 provided for by law regardless of sex Igenderl, sexual orientation, Bender reassignment, marital status or partnership, race, religions or belief, age, disability or pregnancy/maternity. The School aims to recruit, develop and retain high quality teaching and support Staff who identify with the School's values and objectives. Delivery of the School's charitable vision and purpose is primarily dependent on its key management personnel and staff; staff Costs are the largest single element of the School's charitable expenditure. Specific consideration is given to ensuring staff interests are considered by offerin8 competitive.. Remuneration packages which are reviewed annually: including salary and allowances. 14 14 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Structure. Governance and Management (continued) Benefits.. holiday and sickness entitlement, life insurance. subsidised canteen and gym facilities, employee assistance program and free car parking. For support Staff there is long service award of up to five additional days annual leave. Working environment: staff benefit from working in one of Millfield's two picturesque School campuses with the senior school based just outside Street and the prep school outside Glastonbury in Somerset. Professional Development.. provided through support to attend relevant courses and seminars. The Governors welcome and encourage employee engagement and regularly attend meetings where current issues are discussed with staff. In addition. both teaching and support Staff have a termly forum for issues to be raised and discussed with members of EG which Governors also attend where practicable. Millfield recognises and liaises Wlth a number of teaching unions including the National Education Union I'NEU"), the National Association of Schoolmasters Union of Women Teachers I"NASuwfi on issues around pay, holiday and hours. Millfield recognises that disabled persons may have special requirements and makes reasonable adjustments to interview procedures, work arr3ngements, premises, equipment, job design, training and retraining to remove potential barriers in the working environment. Business relationshi s with su liers customers and others Millfield is committing to providing its educational and sporting services to pupi15 at the standard promoted to their parents. Millfield work closely with suppliers and other external parties to ensure this happen5. Millfield continue to expand contractual relationship5 Wlth preferred suppliers after conducting due diligence for quality and continuity of supply. Objects, Aims. Objectives and Activities Charitoble Ob ects The School's principal activity is the education and pastoral care of its Students, reflecting the objects Set out in the Articles of Association, which are.. 'to estoblish and maintain ot Millfield in the County of Somerset, o School or Schools for the education of boys ond gir15, ond young men ond young women ond to give to such students general or specialised instruction of the highest clos5 but so that each such 5choolsholl be corried on 05 an educationol charity ond us on independent object to estoblish ond acquire os o going concern, und carry on, support or man(Jge elsewhere, uny subsidiury or uffilioted Schools" In setting the School's objectives and planning activities the Governors have given due regard to the latest guidance on public benefit published by the Charity Commission. Financial Review For the f inancial year ended 31 August 2024 Millfield generated a surplus of £7.8 million12023.. £6.1 million surplus) after charging £6.1 million for depreciation12023'. £5.8 million). The net £2.4 rnillion improvement is as a result of increased income of £5.8 million (driven largely by an increase in pupil number5 and associated fee income), offset by a growth in our cost base of £4.2 million (mainly driven by inflationary pressures on both staff and external costs). Furthermore, Investment provided a gain on revaluation of £0.8million thi5 year whilst recording a loss in the prior year of £O.I million. Millfield remains committed to maintaining broad access for talented students who would benefit from an education at its Prep and Senior schools, by offering financial support with the payment of fees to families who are otherwise unable to afford them. Scholarships, bursories and other concessions totalling £8.8 million12023'. £8.4 million) were provided to Students. Millfield's operating activities generated positive cash flow of £2.2 million12023: £5.5 million) as set out in note 22. 15 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Financial Review (continued) There is a pension liability of £Nil 12023.- £1.1 million) as reported in accordance with Financi31 Reporting Standard Number 1021"FRS 102,1 in respect of the Millfield Retirement Benefit Scheme Ithe Scheme) for some support staff as set out in note 21. The Scheme was closed to future benefit accrual and salary linkage on 31 December 2014. A new Schedule of Contributions was signed on 12 August 2024. Under this arrangement the school settled all remaining deficit payment under the Schedule of Contributions. Per the FRS102 report the scheme is now in a pension asset position. However, thi5 surplus has not been recognised as Millfield is unlikely to be able to recover the surplus via reduced future contributions or refunds from the scheme, as all contributions have now been paid. The School's trading subsidiary, Millfield School Enterprises Limited. contributed turnover of £1.9 million12023'. £1.8 million), a profit of £0.3 million 12023= £0.3 millionl and retained net assets of EO.6 million 12023.. £0.5 million). Millfield Foundation generated income of £0.4 million12023'. £1.0 million), a profit of £l.O million due to investment gains recorded12023= £0.6 millionl and retained net assets of £6.4 mi51ion 12023.. £5.4 million). The performance of the investment portfolios held within Millfield Foundation are summarised within the Investments section in the Principal Achievements and Performance section of this Report. Fundroi5in As part of it5 operations the School engages in fundraising activities to seek donations from former students, parents and other members of the School community. The School complie5 Wlth the Fundraising Regulatorfs code of practice and seeks to build positive long-term relationships with potential donor5. Fundraising is conducted through the School's foundation office. Millfield Foundation Charity does not directly undertake fundraising activities, but supports Millfield to develop relationship5 With donors, who include current and past parent5. former pupils and friends of Millfield. Millfield Foundation and Millfield Trustees sit on the Joint Fundraising Sub-committee. Millfield'5 fundraising strategy is underpinned by a core focus on engagement within the global Old Millfieldian I'OM") and parental Ipast and presentl communities, with a clear narrative based upon Millfield philanthropic heritage and the ongoing commitment to the 'Millfield Mix.. The Millfield Mix provides opportunities for children to benefit from a Millfield education irrespective of their social or economic background. By working alongside the OM Society, Millfield aims to grow engagement within the global alumni community via events and its international and sport societies branches. Millfield will also seek to generate charitable funds from key milestones like Millfield's 90 anniversary in 2025. Key Performance Indicators IKPII have been developed by Millfield lin consultation with Millfield Foundation) and are used to monitor fundraising performance. The KPI are.. Year on year growth on income Investment returns and legacie5 To secure sponsorship for Millfield 90, Anniversary events To establish international branches To hold a number of meetings with key donor5 and to improve engagement with the Charity via parental body, social media and industry groups. To aid the above during the year, the 1935 society was relaunched to raise awareness and to encourage legacy gifts. UK and overseas meeting were held with key donors and a Named Fund event took place to raise donations. Ignoring intercompany donations, the Group received donation income of £329,12712023'. £390,836), which comprises of net donations of £314,867 12023, £350,045) and associated gift aid income of £14,260 12023.. £40,7911. Millfield Foundation will continue to support fundraising initiatives developed by the Head of Foundation who is employed by Millfield. Next year is Millfield 90, Anniversary which is expected to be a major fundraising campaign. 16 16 REPORTOF THE GOVERNING BODY for the year ended 31 August 2024 Financial Review (continued) There are no matters to report under the Charities (Protection and Social Investment) Act 2016. Reserves The Governors, policy is to examine the needs, risks and challenges faced by the School in both the short and medium terms along with relevant financial plans and forecasts and to establish reserves sufficient to meet these requirements including the school's longer-term capital expenditure commitments and any longer-term financial obligations. This policy is reviewed on a regular basis and monitored in line with the buildings development programme, which is funded from operating surpluses. Reserves as at 31 August.. 2024 £ million 2023 £ million 60.8 15.91 54.9 156.61 11.71 Note 18 18 Total Fund5 Le55.' Restricted Funds Unrestricted Funds Less.. unrestricted tangible fixed assets Free Reserves 67.5 17.01 60.5 160.01 18 li Free Reserve5.' There are little free reserves, but Governors are satisfied with this position given that there was "Cash at bank and in hand" of £44.3 million at 31 August 2024 12023.. £29.6 millionl. Included within free reserves is the actuarially calculated funding deficit of £Nil {2023.. £1. I million) on the School's defined benefit pension scheme. Millfield has settled all required deficit payments under the repayment plan. Restricted Funds.. The restricted funds comprise donations earmarked by the donors, or the terms of an appeal, for specific purposes. Restrictions are legally binding on the Governors. The Governors expect the present level of activities to be sustained at broadly the same level for the current year despite the challenging environment and the financial position. The Governors do not envisage there being any difficulty in meeting current andlor future obligations of the Charity and note there is no financial dependence on key donors. Streamlined Energy and Carbon Reporting ISECRI Millfield is serious about reducing our carbon footprint and in addition to investing in more energy efficient infrastructure, we have continued our engagement with a third party to asslst us with our aim of achieving "net zero" icienc measures In the year 202312024, the following energy efficient actions were undertaken= Millfield Senior School Chemistry department - Installation of new efficient boilers and Building Management System IBMS) controls for heating and hot W3ter. Existing were Circa 20 years old with no controls. A Block and reception - New BMS controls for heating and hot water. Eastmead Cottage - ongoing refurbishment of derelict cottage. Removal of oil-fired central heating, installation of new air source heat pump,. Solar Ed8e PV panels and solar thermal with upgraded insulation. Southfield Boarding House- Installation of new efficient heating and hot water plant and BMS controls. Existing system had no controls. was 24 years old and subject to regular failure. 17 17 REPORTOF THE GOVERNING BOOY for the year ended 31 August 2024 Streamlined Energy and Carbon Reporting (SECRI Icontinued) Warner House - Installation of new efficient heating and hot water plant and 8MS controls. Existin8 system had no controls, was 30 years old and subject to reBular failure. Tennis Centre Installation of new efficient heating and hot water plant and BMS controls. Existing system had no controls, was 25 years old, subject to regular failure and compliance issued with Legionella levels. B Block Phase 2 - New thermally broken double-glazed aluminium windows and door5. upgraded roof insulation and installation of VRF electric heat pumps to provide controlled heatin8 and cooling. ADT block - replacement of 85 windows and 9 doors. All were single glazed timber units with many inefficient louvres leaking energy durin8 the winter. All windows and doors changed to thermally efficient double glazed aluminium units and all roof areas have had roof insulation increased by 80- IOOMM. Millfield Pre School Edgarley Mews - Design and installation of new efficient heating and hot water plant, insulation of all pipework, new BMS controls and insulation of roof spaces. Existing plant was more than 30 years old with no controls or insulation. MPS- Ivernia- Internal and external refurbishment of detached dwelling, including removal of oil-fired plant, significant upgrade of insulation and installation of new air source heat pump and solar edge PV. Plans or ener icienc in the eor ohead Library at senioi school We plan to re-roof the library and upgrade our roof insulation. Change of clerestory and ridge level windows from inefficient single Blazed to efficient aluminium double glazed. Also, replacement of all large single glazed rooflights to triple glazed units. Plant replacement with BMS controls to several boarding house5 and the library. Investigations into largescale PV installation for both swimming pool at both senior and prep school. Installation of sub-metering as per Net Zero recommendations. Work at Senior school started thi5 year and we plan to progress to the prep campu5 in the coming yearlsl. Summor dato All figures have been quoted in terms of Carbon dioxide equivalent. C02e is a term for describing different greenhouse gases in a common unit. For any quantity and type of greenhouse gas, C02e signifies the amount of C02 which would have the equivalent global warming impact. *Energy use kwh includes heating, lighting, mileage, and fuel Inot water and refri of Millfield Schools. erant asesl across the 8roup Associated Tonnes C02 doe5 include water and refrigerant gases in its total. Associated Greenhouse gases have been calculated using the GHG Reportin8 Protocol - Corporate Standard with the DEFRA conversion factors issued in June 2023. The detai15 Of which can be found here - Greenhouse asre ortin conversion factors 2024 - GOV.UK www. ov.uk 18 18 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Streamlined Energy and Carbon Reporting ISECRI (Continued) 8reokdown o ene between utilitie5 t7nd trons ort & other includin com orison with revious eor UK Greenhouse gas emissions and energy use dat for the period Energy consumption used to calculate emissions I September 2022 to 31 August 2023 I September 2023 to 31 August 2024 Ikwhl Sco e l emissions in metric tonnes C02e G35 consumption 20,720,211.46 kwh 19,954,089.11 kwh 2,145 tonnes C02e 1,970 tonnes C02e Oil consumption 571 tonnes C02e 562 tonnes C02e LPG consumption 289 tonnes C02e 251 tonnes C02e Owned transport 202 tonnes C02e 244 tonnes C02e Total scope I Sco e 2 emisstons in metric tonnes C02e Purchased electricity Sco e 3 emissions in metric tonnes C02e Business travel in employee-owned vehicles Total gross emi55ions in metric tonne5 C02e Intensi ratio Tonnes C02e per pupillstaff 3,207 tonnes C02e 3,027 tonnes C02e 903 tonnes C02e 936 tonnes C02e 14 tonnes C02e 4,124 tonnes C02e 16 tonnes C02e 3,979 tonnes C02e 1.63 tonnes C02e 1.56 tonnes C02e Intensit ratio At September each year Staff (Full time & Part time'l Pupils Total 2022123 2023124 736 780 1.795 2,513 1,781 2.561 'Part time staff counted at /1 a full-time member of staff Source of information Activity Source Electricity use Total kwh from electricity bills Natural Gas use Total kwh from gas bills Oil use Iker05enel Total litre5/kWh from oil delivery invoices LPG use Total litres/kWh from LPG delivery invoices Fuel (purchased and reimbursed through expense51 Total litres/kWh from diesel delivery invoices plus purchases made on fuel cards, and mileage claimed on expense5 for journey5 made on school business. Cubic meters taken from water invoices Water Pupil and staff number5 Internal HR department/i5AMS 19 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Risk Management The Board of Governors is responsible for the management of risks faced by Millfield and Millfield Prep lincluding Pre-Prepl. An ongoing process has been established for identifying, evaluating and managing these and a risk management policy is in place. The key controls used include.. The Governing Body has responsibility for overseeing risk management within the school and delegates oversight of this to the Audit, Compliance and Risk Committee,- Formal terms of reference are in place for all Governor Committees and all Committee and Governing Bodv meeting have clear agendas and minutes are recorded,. The Governing Body meet at least four times a year and is supported by four subcommittees which meet termly, including Building and Finance,. Education,. Audit and Appointments Committee., Clearly defined organisational responsibilities for the Executive Group and senior leadership teams and a schedule of delegated authority containing authorisation and approval levels, which are all reviewed regularly,. The Executive Group review key strategic risks and the actions that are in place to mitl8ate these on a monthly basis, and provide a report on these to the Governing Bodv,. A comprehensive risk register is compiled by the Executive Group and formally reviewed by the Governing Body annually, to identify, assess and monitor all major risks to which the school is exposed. Members of the Senior Leadership Team are encouraged to ensure that significant risks in their area are identified, assessed and monitored through each department's risk management systems and procedures. Comprehensive strategic planning, revenue and capital budgetin& cash flow and management accounting is in place, and the Building & Finance Committee receive a termly finance report on the financial position and results,. Formal written policies are in place for all significant areas of operation and are approved by the Governing Body through its Committees and implemented and communicated by the Executive Group to staff, parents and pupi15. Minor policies are monitored by the Executive Group. Compliance with statutory requirements and external guidelines is monitored by means of reports by senior leaders to the Governing 8ody and its Committees, and through Governor visits to the school to meet Staff and pupils The external audit of the financial statements provides feedback to the Governing Body on the operation of the internal financial controls reviewed as part of the annual audit. Other external audits le.g.ISI inspection reports) are also the subject of periodic report5 to the Governing Bodv. Safeguarding procedures, as required by law, are in place for the protection of children and are reviewed by the Governing Body annually. A Designated Safeguarding Lead is nominated for each school and they meet Governors together on a termly basis. There is a Safeguarding Governor. The Audit, Compliance and Risk Committee, assisted by the Executive Group, ha5 identified and prioritised the key risks and a strategy for dealing with them has been approved by the Board of Governors. Through the above risk management procedures the Governors are satisfied that the principal risks identified below have been adequately addressed where necessary. It is recognised, however, that systems can only provide reasonable but not absolute assurance that major risks have been appropriately managed. Millfield has identified seven key strategic ri5k5 as follows.. l. Government policy The introduction of VAT on school fees and educational supplies from January 2025 and the anticipated removal of business rates relief for the independent sector will result in an increase in fees by 15% from the beginning of the Spring Term 2025. This is likely to influence the demand for place5, and therefore on the charity's income. Millfield is mitigating this risk through.. honest communication with parents,. rigorous short- and medium-term planning, based on closer scrutiny of indicators as likely pupil numbers Isuch as attendance at open day5 and registrations across the year groups),. regular review of its reserves policy,. regular structural and cost base review,. arranging a revolving credit facility and management of debtors. 20 20 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Risk Management (Continued) 2. Inflation and financlal viability There is an increasing inflationary pressure on the operational running costs of the School, including staffing, facilities and utilities. Millfield balances the investment it makes in its staff and facilities with its funding, the key source of which is fee income. To ensure all its commitments are met, Millfield has robust management processes. These include forecasting pupil numbers, detailed budgeting and cash flow projections which are prepared by the Executive Group and subject to detailed scrutiny by Governors. Progress against this plon is monitored continually by the Executive Group and termly by Governors. 3. Affordability Millfield operates in a very competitive market and is conscious that the cost of private education is increasingly beyond the financial means of many families. In addition, affordability of fees and therefore pupil numbers could be affected by macro-economic factors. Recognising this, Millfield retains its focus on achieving value for money in every area of its operations and is committed to building funds to safeguard its scholarship and bursary support for families who otherwise would not be able to access a Millfield education. 4. Safety and security of puplls, staff and premises Millfield aims to provide a safe and secure environment. To do this it has in place detailed policies and procedures, including in the areas of safeguarding children, anti-bullying, health and safety, physical security, cyber-security, wellbeing, data protection and critical incident management. These are regularly reviewed by Governors. Staff and pupils are provided with detailed trainin& as appropriate, to ensure these policies are adhered to across Millfield. 5. Recruitment and retention of key staff Millfield relies on its ability to recruit and retain high quality staff to carry out its charitable activities and achieve its objertives. In order to achieve this Millfield provide5 a comprehensive range of financial and non-financial benefits to Staff, including competitive salaries, fee concessions, staff housing, training and development opportunities, use of school facilities and a wellbeing programme. 6. Effectiveness of governance The Governors recognise that strong governance is essential to Millfield's success. In order to ensure that governance is effective Millfield recruits Governors based upon a skills matrix and comprehensive induction and refresher training is provided to Governors. Committee structures are in place supported by clear terms of reference. Governors actively monitor implementation of policies and compliance within the School. A biennial process of self-evaluation is undertaken by the Board of Governors. 7. Cyber-security & Al In common with other schools, individuals at Millfield are the target of multiple phishing attacks and the risk of a co-ordinated wider attack on the school system is considered to be significant. The School is engaged with an external cyber security company which conducts regular testing and learning5 from the results determine actions to address vulnerabilities and training requirements. Artificial intelligence is proving to be a threat at all levels of society and Millfield has a number of workstreams underway to establish the potential impacts for the School, including research on use of Al in the classroom to enhance teaching and learning and the potential risks and benefits of ChatGPT on current education practice, including the ethical use of Al in assessments. 21 21 REPORT OF THE GOVERNING BODY for the year ended 31 August 2024 Statement of Governors, Responsibilities The Governors (who are also directors of Millfield for the purposes of Company lawl are responsible for preparing the Report of the Governing Body (incorporating the Strategic Report) and the financial statements in accordance with applicable law and United Kingdom Accounting Standards Iunited Kingdom Generally Accepted Accounting Practice). Company law requires the Governors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements, the Governors are required to.. Select 5Ultable accounting policies and then apply them consistently,. Observe the methods and principles in the Charitie5 SORP.. Make judgments and estimates that are reasonable and prudent; State whether applicable UK Accountin8 Standards have been followed, subject to any material departures disclosed and explained in the financial statements,. and Prepare the financiab statement5 on the 80ing concern basis unless it is inappropriate to presume that the charitable company will continue in business. The Governors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial posltion of the group and charitable 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 charitable company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Governors have referred to the guidance in the Charity Commission's general guidance on Public Benefit when reviewing the School's aim5 and objectives ènd in planniF>g the School's future activities. In particular, the Governors have considered how planned activities will contribute to the aims and objectives they have set. In so far as the Governors are aware.. There is no relevant audit information of which the charitable company's auditor is unaware,. and The Governors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. The Report (incorporating the Strategic Report) wa5 approved by the Board of Governors of Millfield on 21 March 2025 and signed on its behalf by.. Roland Rudd Chair of Governors 22 22 INDEPENDENT AUDITOR'S REPORTTOTHE MEMBERS OF MILLFIELO for the year ended 31 August 2024 Opinion We have audited the financial statements of Millfield for the year ended 31 August 2024 which comprise the Consolidated Statement of Financial Activities, the Group and Company Balance Sheets, the Consolidated Cash Flow Statement and notes to the financial statements, inc14Jding a summary of significant accounting policies. The financial reporting frarnework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Fint7nciol Reporting Standard opplicoble in the UK ond Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements.. give a true and fair view of the state of the group's and of the parent charitable company's affairs as at 31 August 2024 and of the group's and parent charitable compan¢s net movement in funds, including the income and expenditure, for the year then ended,. have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice. and have been prepared in accordance with the requirements of the Companies Act 2006. Basts for opinion We conducted our audit in accordance with International Standards on Auditing IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further described in the Auditorfs responsibilities for the audit of the financial statements section of our report. We are independent of the 8roup in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 golng concern In auditing the financial statements, we have concluded that the trustees, 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 ability to continue as 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 trustees with respect to going concern are described in the relevant Sections of this report. Other inforrnatlon The trustees are responsible for the other information. The other information comprises the information in the Report of the Governing Body. 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 expres5 any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information 15 materially inconsistent with the financial statements or our knowledge obtained in 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 there is a material misstatement in the financial Statements or a material misstatement of the other information. If, based on the work we have performed, we conclvde that there 15 a material misstatement of this Other information, we are required to report that fact. We have nothing to report in this regard. 23 23 INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF MILLFIELD for the year ended 31 August 2024 Opinlons on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit.. the information given in the Report of the Governing Body Iwhich includes the strategic report and the directors. report prepared for the purposes of company lawl for the financial year for which the financial statements are prepared is consistent with the financial statements,. and the strategic report and the director5, report included within the Report of the Governing Body have been prepared in accordance with applicable legal requirements. Matters on which we are requlred to report by exception In the light of the knowledge and understanding of the group and the parent charitable Company and its environment obtained in the course of the audit. we have not identified material misstatements in the Report of the Governing Body (which incorporates the strategic report and the director5. report). We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion.. adequate accounting records have not been kept by the parent charitable company- or the parent charitable company financial statements are not in agreement with the accounting records and returns,. or certain disclosures of trustees, remuneration specified by law are not made,. or we have not received all the information and explanations we require for our audit Responsibillties of trustees for the financial statements As explained more fully in the trustees, responsibilities statement set out on page 22, the trustees Iwho are also the directors of the charitable company for the purposes of company lawl are responsible for the preparation of the financial statements and for being satisfied thJt they give a trije and fair view, and for such internal control as the trustees 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 trustees are responsible for assessing the group's and the parent charitable company'5 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 trustees either intend to liquidate the group or the parent charitable company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole afe free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is 3 high level of assurance but is not a guarantee that an audit conducted in accordance with ISAS IUKI 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 responsibilitie5, Outlined above. to detect material mi5Statements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Based on our understanding of the group and the environment in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to The Education Ilndependent School Standardsl 2014, safeguarding regulations, health and safety laws, GDPR, employment law, chaflty law and company law and we considered the extent to which non-compliance might have a materi31 effect on the financial statements. We also considered those laws and regulations that have a direct impact on the ?4 24 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MILLFIELD for the year ended 31 August 2024 preparation of the financial statements such as Companies Act 2006 and the Charities Act 2011, and considered other factor5 such as p3yroll taxes and VAT. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial Statements (including the risk of override of controls) and determined that the principal risks were related to improper recognition of revenue and management bias in accounting estimates and judgements. Audit procedures performed by the engagement team included.. Inspectin8 correspondence with regulators and tax authorities; Discussions with management including consideration of known or Suspected instances of non- compliance with laws and regulation and fraud,. Evaluatirig management's controls designed to prevent and detect irregularities,. Identifying and testing a selection of journals,. and Challenging assumptions and judgements made by management in their critical accounting estimates. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leoding to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliante with a law or regulation is removed from the events and transactions reflected in the financial Statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves 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.or .uk auditorsres or15ibililies. This description form5 part of our auditorfs report. Use of our report This report is made solely to the charitable company's member5, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken 50 that we might state to the charitable company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law. we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members, as a body, for our audit work, for this report. or for the opinions we have formed. Tracey Young Isenior Statutory Auditor) For and on behalf of Haysmac LLP, Statutory Auditors 17 April 2025 10 Queen Street Place London EC4R IA 25 25 CONSOLIDATED STATEMENTS OF FINANCIAL AcfiviTIES for the year ended 31 August 2024 Unrestricted Restricted Total Total Funds £'ooo Funds £'ooo 2024 £'ooo 2023 £'(NJo Note Income from: Charitable Activities.. Fees receivable Other educational income 58,619 4,667 58,619 4,667 54,259 4,498 Other Trading Activities.. Other fees and external hiring Investments Subsidiary trading income Donations, grants and legacies Other income Total Income 3.227 3,227 3.051 1,600 1,097 148 1,748 1,097 660 1,096 327 328 125 69,811 390 104 64,058 125 69.336 475 Expenditure on: Charitable Activities Raising Funds.. Other fees and external hiring Subsidiary trading expenditure FLkndraisin8 Finance and Other Costs Total Expenditure 157,212) 1841 157,2961 153,310) 13.0591 13,0591 12,916) 18551 (8551 1851) 12691 14731 161,8681 1831 (3521 14731 (62,035) 1305) 1477) (57,859) 11671 Net income 7,468 308 7,776 6,199 Other Recoznised Gains: Movement in net defined benefit pension liability Gain I ILossl on investment assets Transferred in Net Movement in Funds Total Funds Brought Fotward 21 11,8071 (1,807) {5541 12 27 774 774 {1151 4,825 10,355 50,414 5,661 54,913 1,082 5,856 6,743 60,769 Total Funds Carrled Forward 18 60,574 6,938 67,512 60,769 All amounts relate to continuing operations. Comparative table included on page 46, note 25. The note5 on pages 29-47 form part of these financial statements. 26 26 BALANCE SHEETS for the year ended 31 August 2024 Grou Com an Note 2024 £'ooo 2023 £'ooo 2024 £'ooo 2023 £'ooo Fixed Assets Tangible fixed assets Investments li 12 59,935 6, 193 66,128 56,596 5,138 61.734 59,931 325 60,256 56,590 325 56,915 Current Assets Stocks Debtors Cash at bank and in hand 13 14 391 2,373 44,320 47,084 479 1,295 29,597 31,371 2,226 43,986 46,212 1,156 29,334 30,490 Creditors.. amounts fallin8 due within one year 15 128,7301 121,4571 128,7061 121,4621 Net Current Assets 18,354 9,914 17,506 9,028 Total Assets add Current Assets 84.482 71,648 77,762 65,943 Creditors.. amounts f211ing due èfter more than one year 16 19,8081 116,9701 19,8081 116,9701 Net Assets Excluding Pension Liabtlity Def ined benefit pension liability Net Assets 67,512 61,840 60.792 56,135 21 11,0711 60,769 11,0711 55,064 67,512 60,792 Funds Unrestricted funds General 60,574 55,984 60,078 55,398 Pension reserve 21 {1,0711 11,0711 18 60,574 6,938 54,913 5,856 60,078 714 54,327 737 Restricted fund5 18 Total Fund5 67,512 60,769 60,792 55,064 The parent companvs net income for the year, before movement in the pension reserve was £6,799,00012023: net income £4.869,0001. The financial statements were approved and authorised for issue by the Board of Governors of Miiifield on 21 March 2025 and signed on its behalf by.. Roland Rudd Chair of Governor5 The notes on pages 29-47 form part of these financial statements. 27 27 CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 August 2024 2024 2023 Note £'ooo £'ooo Operating Activities Cash generated from operations 22 2,193 5,490 Investing Activities Investment income 1,748 11.4751 1,012 19,4091 123 660 Payments to acquire investments Receipts from sale of investments Purchase of tangible fixed assets Proceeds on sale of tangible fixed assets Net cash used in Investin8 Activities 12 12,5771 1,641 15,4231 47 12 li 18,0011 15,6521 Financing Activities Interest paid Receipts from new advance fee contract5 Advanced fees repaid Net cash generated from Financing Activities 11561 21,964 11,2771 20,531 17 9,767 1441 9,723 17 Change in cash and cash equivalents in year 14,723 9,561 Cash and cash equivalents at beginning of the year 29,597 20,036 Cash and cash equivalents at end of the year 44,320 29,597 Relating to: Bank balances included in cash at bank and in hand 44.320 29.597 Analysis of movements in net cash Net Cash from Other 2023 Fees in Advance Cash flows 2024 £'ooo £'ooo £'ooo £'ooo Cash at bank and in hand 29,597 20,687 15.9641 44,320 Total cash and cash equivalents 29.597 20,687 15,9641 44,320 Total 29,597 20,687 15,9641 44,320 The notes on pages 29-47 form part of these financial statements. 28 28 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 General Information & Principal Accounting Policies Millfield Limited I'the Company-l is 3 company limited by guarantee domiciled and incorporated in England. The address of the Company s registered office and principal place of business is Millfield. Street. Somerset, BA16 OYD. The School consolidated accounts consist of the Company and all of its subsidiaries detailed in note 12. A summary of the more important accounting policies, including those affecting the most significant items in these financial Statements, is set out below: a) Basis oAoccounting The accounts have been prepared under the Companies Act 2006 and in accordance with the Charities Statement of Recommended Prattice and FRS 102 Second Edition. The School is considered to be a Public Benefit Entity under FRS102. The accounts are drawn up on the historical cost basis of accountin8. Monetary amounts in these accounts are rounded to the nearest £'OOO except where otherwise indicated. bl Basis of con501idotlon The group consolidates on a line by line basis the financial statements of the charity and its subsidiary undertakings made up to 31 August 2024. All intragroup transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. The consolidated financial statements are presented in sterling which is also the functional currency of the Company and its subsidiaries. As permitted by Section 408 of the Companies Act 2006, the parent compènrfs income and expenditure account has not been included in these financial statements. cl Going concern The group had net current assets of £18.4 million {2023'. net current assets of £9.9 millionl at the balance sheet date. In considering whether the going concern basis is appropriate, the Governors have considered surplus and cash-flow projections prepared for the period to 31 August 2026. These projections indicate that the School will be able to meet its liabilities as they fall due and together with current arrangements with the School's bankers and other lender5, forecast that the School will be able to operate within the facilities currently available. In light of the above the Governor5 have concluded that it 15 appropriate to use the going concern basis in the preparation of these financial statements. dl Fund Accountinq Unrestricted fund5 are expendable at the discretion of the Governors in furtherance of the object5 or administration of the charity. Designated funds comprise unrestricted funds, which are earmarked for particular purposes by the Governors. The restricted funds comprise donation5 earmarked by the donor5, or the terms of an appeal, for specific purposes. The costs of raising and administering such funds are charge to the specific fund. Investment income, 8ain and losses are allocated to the appropriate fund. e) Fees ond similar income Fees receivable, charges for services and use of premises 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. Fees for education to be provided in future years are carried forward as deferred income in the balance sheet. These fees are released to the Statement of Financial Activities over the period in which the School 29 29 NOTES TO THE FINANCIAL STATEMENT5 for the year ended 31 August 2024 provides the services in future years. Fee receivable under the School'5 Advanced Fee scheme attract interest, which is charged to the Staternent of Financial Activities, in the period over which the advance fee creditor is released to fee income. Donation5 Donations receivable for the general purpose of the School are credited to unrestricted funds. Donations for purpose5 restricted by the wishes of the donor are taken to restricted fund5 where these wishes are legally bindin8 on the Governors. All donations are recognised when the economic benefit is considered probable and can be measured feliably. g) Expenditure Expenditure is accrued as soon as a liability is considered probable. Expenditure is allocated to expense headings on a direct cost ba51S, Wlth staff costs being allocated 3ccordin8 to the estimated time spent by staff working in relevant departments. The irrecoverable element of VAT is included within the item of expense to which it relate5. hl Operating le05es Costs in respect of operating leases are charged on a stf3ight-line basis over the lease term. i) Stocks Stocks are stated at the lower of cost and estimated selling price less cost to complete and Sell. In general, cost is determined on a weighted average cost basis. At each reporting date the School assesses whether stocks are impaired or if an impairment loss recognised in prior periods has reversed. Any excess of the carrying amount of stock over its estimated selling price less Costs to £ornplete and sell, is recognised as an impairment in profit or loss. Revers31 of impairment losses are also recogni5ed in profit or loss. Il Investments The School ha5 elected to hold investments in subsidiary undertakings at cost less impairment. Interests in subsidiaries are assessed for impairment at each reporting date. Any impairment losses or reversal of impairment losses are recognised immediately in the SOFA. Fixed assets investment5 in quoted shares, traded bonds and similar investments are initially measured at cost and subsequently at fair value at the reporting date. Investment gains and losses, whether realised or unrealised, are combined and reported within the Statement of Financial Activities. k) Cosh ot bank and in hand Cash at bank and in hand include5 cash and short-term high liquid investments with a short maturity of three months or less from the date of acquisition or opening of the dep051t or similar account. l) Tongiblefixed a55ets Expenditure on fixed assets is capitalised except for expenditure incurred on the replacement of a55ets of low value with a short life. Subsequent costs of repair, renovation and replacement expenditure are written off as incurred in the Consolidated Statement of Financial Activities I'SOFA"), unless it is probable that such costs will generate future economic benefits. The cost of fixed assets is their purchase cost, together Wlth any incidental costs of acquisition. Depreciation is calculated so as to write off the cost of tangible fixed assets, less their estimated residual values, over the expected useful economic lives of the assets concerned. The principal annual rate5 used for this purpose are: 30 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Straight Line Basis % Freehold land Freehold property Extensions and improvements to buildings Fixtures, fittings and equipment Computers Motorised plant and vehicle5 Assets under construction io 15 33 113 15 An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired, and if such conditions exist, the School estimates the recoverable value of the asset. Any shortfalls between the carrying value of fixed a55ets and their recoverable amounts are recognised as impairment losses. ml Toxation The Company is considered to pass the tests set out in Paragraph I 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 c3tegorie5 covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to extent that such income or gains are applied exclusively to charitable purposes. n) Finonclol Instruments Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument, and are offset only when the group has a legal enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise and settle the liability simultaneously. Finonciol ossets Trade, group and other debtors lincluding accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amount5 settled and any impairments10sses. Financial lit7bilities Financial instruments are classified as liabilities according to the substance Of the contractual arrangements entered into. Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised c05t, being transaction price less any amounts settled. Borrowing5 Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortI5ed cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similaf charges. ol Retirement beneAits Retirement benefits to employees of the group are provided through two pensiors schemes, one defined benefit, and one defined contribution= The Millfield Retirement Benefit Scheme la defined benefit scheme) was closed to new members on I September 2005. and closed to future accrual and salary linkage on 31 December 2014. This 31 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 scheme is accounted for as a defined benefit scheme, with the annually calculated notional surplus or deficit on the funding of the Scheme shown in the financial statements. The Millfield School Work Save Pension Plan is a defined contribution scheme administered by Legal & General Investment Management I"LGIM"l. Following consultation with the teaching staff, Millfield school left the Teachers, Pension Scheme la defined benefit scheme) on 31 August 2021. Teachers were enrolled into the Millfield School Pension Plan on I September 2021 alongside other staff already in that plan. Defined contribution plans For defined contribution schemes the amount charged to expenditure is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments. Defined benefit plons For defined benefit plans, the cost of providing benefits is determined using the projected unit credit method. Scheme Liability or Surplus Any net liability represents the present value of the defined benefit obligation minus the fair value of the plan assets, of which obligations are to be settled. The rate used to discount the benefit obligations to their present value is based on market yields for high quality corporate bonds with terms and currencies consistent with those of the benefit obligations. Where the scheme is determined to be in a surplus position, a surplus is recognised as an asset only to the extent that this can be recovered in future years through reductions in employer contributions or through a specific refund/reimbursement from the scheme. Goins or105ses Gains or losses recognised in the Statement of financial activities.. The change in the net defined benefit liability arising from employee service during the year 15 recognised as an employee cost. The cost of plan introductions. benefit changes, settlements and curtailments are recogni5ed as incurred. Net interest on the net defined liability comprises the interest cost on the defined benefit obligatio and interest income on the plan assets, calculated by multiplying the fair value of the plan assets at the beginning of the period by the rate used to discount the benefit obligations. Actuarial gains 8nd losses are differences between the interest income on the plan assets and the actual return on the plan assets p} Crltical accountlng estimates ond areas ofiudgement Estimate5 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 group makes estimates and assumption5 concerning the future. The resulting accounting estimates and a55umptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilitie5 Wlthin the next financial year are discussed below: In valuing the deficit on the School's defined benefit pension scheme judgements need to be made by management as to what are the most appropriate assumptions to use in the valuation. The closing deficit wa5 £Nil12023.' £1.1 million) as there was an unrecognised surplus of El.472 million at year end following the additional 'one-off' ernployer contribution of £2.278 million made during August 2024. 32 NOTES TO THE FSNANCIAL STATEMENTS for the year ended 31 August 2024 Net Income 2024 £'ooo 2023 £'ooo Net Income is stated after charging.. Auditorfs remuneration for.. External Audit (Group £63,42012023.. £59.34011 Taxation - compliance services to the Company and its subsidiaries Depreciation of tangible fixed assets Operating lease costs Profit on disposal of tangible fixed assets Stock 63 59 6.068 163 11211 5,770 170 1431 Amounts expensed to C05t of sales Interest payable Net interest on the net defined benefit pension liability Interest on fees in advance 498 532 1171 156 34 118 Fee5 Recelvable 2024 £'ooo 2023 £'ooo School fees Less.. Scholarships Bursaries Other concessions 67,398 12,2981 14,0901 12,3911 58,619 62,613 12,5561 13,5431 12,2551 54,259 Other Educational Income 2024 £'ooo 2023 £'ooo Registration and acceptance fee5 Travel, School trips, examination fees and other charges to students 359 4,308 4,667 357 4,141 4,498 Donatlons, Grants and Legacies 2024 £'ooo 2023 £'ooo Donation income 328 390 Investment Income 2024 £'ooo 1,612 136 1,748 2023 £'ooo 567 93 660 Bank interest Income frorn investments Other Income 2024 £'iioo 2023 £'ooo Interest on overdue fees Rents received 47 78 125 35 69 104 33 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Analysis of Expenditure Staff costs Deprec -iation 2024 Total £'ooo 2023 Total £'ooo Other £'ooo £'ooo £'ooo Charitable activities: Teaching costs Welfare Premises Support costs of Schooling Governance costs Total Charitable Activities 25,246 3,947 2,006 3,460 3,930 6,792 3,903 1,873 73 644 29,820 10,858 10,696 5,849 73 27,646 9.803 10.199 5,586 76 53,310 119 4.787 516 34,659 16,571 6,066 57,296 Raising Funds: Ancillary fees and external hiring Subsidiary trading expenditure Fundraising Finance and other t05ts 1,386 229 201 1,673 624 151 473 3,059 855 352 473 2.916 851 305 477 Total Expenditure 36.475 19,492 6.068 62.035 57,859 Prior year Analysis of Expenditure Staff costs £'ooo Deprec -iation £'ooo 2023 Total £'ooo 2022 Total £'ooo Other £'ooo Charitable activities: Teaching costs Welfare Premises Support costs of Schooling Governance costs Total Charitable Activities 23,259 3,419 1,725 3,218 3,783 6,272 3,903 1,888 76 15,922 604 112 4.571 480 27,646 9.803 10,199 5,586 76 53,310 25,596 8,765 10.313 5,717 90 50,481 31,621 5,767 Raising Funds: Ancillary fees and external hiring Subsidiary tradin8 Fundraising Finante and other costs 1,318 197 164 1,598 651 141 477 2,916 851 305 477 2,405 837 131 367 Total Expenditure 33,300 18,789 5,770 57.859 54,221 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Employee Information 2024 Group Number 2023 Group Number 2024 Companv Number 2023 Company Number The average number of persons Ifull-time equivalentl employed during the year wa5.. Teaching and coaching Administration and support 255 431 686 255 392 647 255 426 681 255 387 642 The average number of persons employed by the group during the year was: 1,079 1,046 1,058 1,024 Staff costs (for the above per50nsl Wages and salaries Social security costs Defined contribution pension costs £'ooo 30,337 2,711 3,427 36,475 £'ooo 30,133 2,697 3,416 36,246 27,659 2,448 3.193 33,300 27,482 2,436 3,184 33,102 Aggregate employee costs of key mana£ement personnel (including Salary, benefits, pension contributions and national insurance) 762 677 762 677 The total amount relating to termination payments during the year was £96,000 12023= £157,000>. These amount5 relate to agreements made with employees to end employment contracts. The number of employees whose emoluments (excluding pension contributions) exceeded £60,000 were.. 2024 Number 57 38 2023 Number 37 32 £60,001- £70,000 £70,001- £80,000 £80,001- £90.000 £90,001- £100,000 £110,001- £120,000 £120,001- £130,000 £150,001- £160,000 £180,001- £190,000 £270,001- £280,000 £310,001- £320,000 No emoluments were paid to the Governors in respect of their services to Millfield during the year, nor have they received any other form of disclos3ble trustee benefit12023.' NILI. During the year, 1112023.. 111 Governor5 were reimbursed expenses totalling £10,93012023.' £6,8101 for travel and subsistence and the School paid £465 12023.. £4811 for Governors indemnity insurance. io. Taxation The Company is a registered charity, and as such is entitled to tax exemptions on income and gains, properly applied for it5 charit3ble purposes. 35 35 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 Au8USt 2024 ii. Tangible Fixed Assets (Group) Extensions and Fixtures improve- Fittin85 ments to and buildings Equipment Computers £'ooo £'ooo £'ooo Asset5 under construct- ion Motorised Plant and Vehicles £'ooo Freehold Property £'ooo Tot31 £'ooo £'ooo Cost At I Sept 2023 Additions Transfers Disposals 76,907 2.403 1,858 3,288 11,8541 31,167 1,929 1,713 17421 7,407 1,113 90 17621 2,741 567 51 15211 721 120,801 9,409 109 1501 12,0751 At 31 Aug 2024 79,310 3,292 34,067 7,848 2,838 780 128,135 Depreciation At I Sept 2023 Charge for year Disposals 35,962 1.591 20,557 2,935 17421 4,907 884 17601 2,124 613 15211 655 64,205 45 6,068 1501 12,0731 At 31 Aug 2024 Net book value 37,553 22,750 5,031 2,216 650 68,200 At 31 Aug 2024 41,757 3,292 11.317 2,817 622 130 59,935 At I Sept 2023 40,945 1,858 10,610 2,500 617 66 56,596 Tangible Fixed Assets (Company) Extensions and improve- ments to buildings £'ooo Assets under construct- ion £'ooo Fixtures Fittings nd Equipment Computers £'ooo £'ooo Motorised Plant and Vehicles £'ooo Freehold Property £'ooo Total £'ooo Cost At I Sept 2023 Additions 76,907 2,403 1,858 3,288 11,8541 31,167 1,929 1,713 17421 7,402 1,113 90 2,685 567 715 120,734 9.409 11)9 Transfers 51 Disposals 17621 15211 1501 12,0751 At 31 Aug 2024 79,310 3,292 34,067 7,843 2,782 774 128,068 Depreciation At I Sept 2023 Charge for year Disposals 35,962 1,591 20,557 2,935 17421 4,902 884 2,074 611 649 45 64,144 6,066 12,0731 17601 15211 1501 At 31 Aug 2024 Net book value 37,553 22,750 5,026 2,164 644 68,137 At 31 Aug 2024 41.757 3,292 11,317 2,817 618 130 59.931 At I Sept 2023 40,945 1,858 10,610 2,5(Xi 611 66 56.590 The net book value of the Group and Company tangible fixed assets includes an amount of £6,241.381 12023.. £4,288,098) in respect of freehold land which is not depreciated. Included within the Group and NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Company's freehold property are assets which are licenced to the subsidiary under operating leases, where Millfield acts ès the lessor, with 3 net book value of £178,98212023'. £172,353). 12. Fixed Asset Investments Group 2024 £'ooo 5,138 Companv 2024 £'ooo 2023 £'ooo 2023 £'ooo Investment Portfolio Market value at I September 2024 Transferred in Additions at cost Disposals at market value Net Ilossl on revaluation Gainsl Ilossesl on foreign exchange differences Net increase in cash deposits Market value at 31 August 2023 4,277 2,577 11,6411 11151 181 1,475 11,0121 774 1441 11381 6,193 48 5,138 Group Undertakings Interest in group undertakings at C05t 325 325 Total Investments 6,193 5,138 325 325 The Company had the following subsidiary undertakings. at the year-end, all with the common registered office on page 49.. Millfield Overseas Limited Millfield School Enterprises Limited 2024 Millfield Overseas Limited Millfield School Enterprises Limited 2023 2024 2023 Nature of business Company number Proportion of nominal value of issued shares held by the Company Country of incorporation Dormant 08339295 Service 01553104 Dormant 08339295 SeNice 01553104 loo% loo% iooy. iooy England England England England Results for Subsidiaries as at the 31 August £'ooo £'ooo 604 E'OOO £'ooo 597 Net assets Turnover Expenses Profit Distribution Net Profit for financial year 1,871 11.5621 309 13021 1,810 11,5101 300 12431 57 37 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Millfield Foundation Millfield Foundation Millfield Nurseries Limited 2024 2024 2023 Nature of business Company number Proportion of nominal value of issued shares held by the Company Country of incorporation Service 08339295 Service 0637056 Dormant 15603261 loo% IOOYO En8land England England Results for Subsidiaries as at the 31 August £'ooo 5,433 E'OOO Net assets 6,440 Turnover Expenses Other Gains/ IL05sI Profit Distribution Net Profit for financial year 414 11811 957 12341 774 11151 1,007 608 1,007 608 The results of the subsidiary entities have been included in these consolidated financial statements. The School also owns IQO% of the Share capital of Millfield Overseas Limited, a company incorporated on 21 December 2012 and Millfield Nurseries Limited, a company incorporated on 29 March 2024. Both companies are dormant and have been so since incorporation. 13. Stocks Group 2024 £'ooo 391 Company 2024 £'ooo 2023 £'ooo 479 2023 £'ooo Goods for resale 14. Debtors: amounts falling due withln one year Group Companv 2024 £'ooo 2023 £'ooo 2024 2023 £'ooo Trade debtors Other debtors Prepayments 654 339 1,380 2,373 797 93 405 1,295 654 268 1,304 2,226 697 93 366 1,156 38 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 15. Creditors: amounts falling due within one year Group Companv 2024 £'ooo 2024 £'(KJO 2023 £'ooo 2023 £'ooo Amount5 received under advance fee scheme (see note 171 Amount due to subsidiary Trade creditor5 Taxation and social security costs Other creditors Accruals and deferred income School fee5 P3id in advance School fee deposits held 8.664 13,654 8,664 13,654 106 971 784 1,103 3,404 7,646 1,038 28,706 120 1,826 750 1,584 1,742 5,892 884 21,462 1.051 784 1,124 3,433 7.646 1,038 28,730 1,924 750 1,584 1,759 5.892 884 21,457 16. Creditors.. amounts falling due after more than one year Group Company 2024 £'ooo 2024 £'ooo 2023 E'ooo 2023 £'ooo Amounts received under advance fee scheme Isee note 171 School fees deposits held Accruals and deferred income 9,090 2,556 9,090 2,556 6,506 1,374 16.970 5,535 1,717 9,808 6,506 1,374 16,970 5,535 1,717 9,808 17. Advance Fee Payments- Group and Company Parents sometimes deposit a lump sum with the School as an advance on future fees. Each arrangement is in respect of an agreed amount to be credited against future fee bills for an agreed number of terms. The unused balance of the advance is repayable upon request. It is intended that the advance fees will be applied as follows= 2024 £'ooo 2023 £'ooo Over one year.. Within I to 2 years Within 3-5years After 5 years 4,912 3.469 709 9,090 1,149 976 431 2,556 Within one year 13,654 22,744 8,664 11,220 Figure5 for advanced fee payments are included within the balance for School fees paid in advance (note 15 & 161. The balance represents the accrued liability under these arrangements. The movements during the year were.. 2024 £'ooo 2023 £'ooo Balance at I September New contracts Amount accrued to contracts 11,220 21,964 156 33,340 19,3191 11.2771 8,467 9,767 119 18,353 17,0891 1441 Amount5 Utilised in the payment of fees to the School Refunds of fees paid in advance Balance at 31 August 22,744 11,220 39 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 18. Funds-Group Balance I September 2023 £'ooo B3lance 31 August 2024 £'ooo Other recognised gainslllossesl £'O(K) Income £'ooo Expenditure £'ooo Unrestricted Funds.. General 55,984 69,336 164,7461 60,574 Pension 11,0711 2,878 11,8071 reserve 54,913 69,336 161,8681 11,8071 60,574 Restricted Funds.. Foundation Sports Equipment Fvnd Other Funds 4,944 414 1831 774 6,049 107 26 1271 106 805 5,856 35 475 1571 11671 783 6,938 774 Total GfOUP 60,769 69.811 162,0351 11,0331 67.512 Funds-Group Prior Year Balance I September 2022 £'ooo Other recognised gains/llossesl Balance 31 August 2023 £'ooo Transfer In £'ooo Income £'ooo Expenditure £'ooo Unrestricted Funds.. General 50,750 63,565 158,3311 55.984 Pension reserve 549 15541 11,0711 11,0661 49,684 63,565 157,7821 15541 54.913 Restricted Funds: Foundation 4.825 282 1481 11151 4,944 Sports Equipment Fund Othef Funds 107 107 623 730 211 493 1291 1771 805 5,856 4,825 11151 Total Group 50,414 4,825 64,058 157,8591 16691 60,769 40 40 NOTES TO THE FINANCIAL STATEMENT5 for the year ended 31 August 2024 Funds- Company Balance I September 2023 £'ooo Other recognised gains/llossesl £'ooo Balance at 31 August 2024 £'ooo Income £'ooo Expenditure E'OOO Unrestricted Funds.. General Pension reserve 55,398 11,0711 54,327 68,335 163,9901 2,878 161,1121 335 11,8071 11.4721 60,078 68,335 60.078 Restricted Funds.. Sports Equipment Fund Other Funds 107 26 1271 106 630 737 97 123 11191 11461 608 714 Total Company 55,064 68,458 161,2581 11,4721 60,792 Funds-company Prior Year Balance I September 2022 £'ooo Other recognised Bainslllossesl £'ooo Balance at 31 August 2023 £'ooo Income £'ooo Expenditure £'ooo Unrestritted Funds.. General Pension reserye 50,536 11,0661 49,470 62,653 158,0661 549 157,5171 275 15541 12791 55.398 11,0711 54,327 62,653 Restricted Funds.. Sports Equipment Fund Other Funds 107 107 623 730 213 213 12061 12061 630 737 Total Company 50,200 62,866 157.7231 12791 55,064 Restrirted Funds Foundation - The majority of these funds are restricted to enable Millfield to support current and prospective pupils of any school operated by or otherwise associated with Millfield. Incorporated re a number of other funds which have separate restrictions applied. Sport Equipment- These funds are restricted to specific department for initiatives or equipment Other Funds- These funds are restricted for the purchase of other item5 or services specified bv the donors. 41 41 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 19. Allocation of Net Assets Group- Current Year Fixed assets and investments £'ooo Net current Long term assetsl Pension reserve At31 August 2024 £'ooo £'ooo £'ooo £'ooo Unrestricted funds.. General Pension reserve Restricted funds Foundation Sports Equipment Fund Other Funds Total Group as at 31 August 2024 59,935 17.609 116,9701 60,574 6,193 11441 106 783 18,354 6,049 106 783 67,512 66,128 {16,9701 Group- Prior Year Net current assets1 At31 Au8USt 2023 £'ooo Fixed assets and investmenfs £'ooo Long term Pension reserve £'ooo £'ooo £'ooo Unrestricted funds.. General Pension reserve Restricted funds Foundation Sports Equipment Fund Other Funds Total Group a5 at 31 August 2023 56,596 9,196 19,8081 55,984 11,0711 11,0711 5.138 11441 107 755 9,914 4,994 107 755 60,769 61.734 19,8081 11,0711 Company-current Year Fixed assets and investments £'ooo Net current assets/ Long term Pension At31 August 2024 £'(X)O reserve £'ooo £'ooo E'OOO Unrestricted funds- General Pension reserve Restricted funds Sports Equipment Fund Other Funds Total Group a5 at 31 August 2024 60,256 16,792 116,9701 60,078 106 608 17,506 106 608 60,792 60,256 116,9701 Company- Piior Year Fixed assets and investments £'ooo Net current Long term a55etsl Pension reserve At31 August 2024 £'ooo £'ooo £'ooo £'ooo Unrestricted funds.. General Pension reserve Restricted funds Sports Equipment Fund Other Funds Total Group as at 31 August 2024 56,915 8,291 19,8081 55,398 11,0711 11,0711 107 630 9,028 107 630 55,064 56,915 19,8081 11,0711 42 42 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 20. Capital Commitments Group Companv 2024 £'ooo 2023 £'ooo 2024 £'ooo 2023 £'ooo Contracted but not provided as at 31 August 801 679 801 679 21. Pension Obligations The total group pension contributions were £6,288.71512023.. £3,776,101) of which £2,861,00012023.' £583,100) related to the closed Millfield final salary scheme for 5UPPOrt staff (the Millfield Retirement Benefit Scheme) and £3,427,715 12023: £3,193,001) was paid into defined contribution schemes for teachers and support Staff. Final Salary Scheme {Millfield Retirement Benefit Scheme-"MRBS"> For some of its support staff, the School operates a funded final Salary scheme, whose assets are held in separate trustee-admini5tered fund5. From I September 2005, the final salary scheme was closed to new members. On 31 December 2014, after consultation with the Trustee5 and active members, the Scheme was closed to future accrual and galary linkage. Qualifying new staff are automatically enrolled into a defined contribution scheme with contribution rates equivalent to the minimum rates set out by the Government in respect of auto enrolment schemes. The final salary scheme 15 subject to triennial valuations by independent artLsarie5, the last full actuarial valuation was carried out a5 at 31 August 2022, using the Defined Accrued 8enefit Method. At the valuation, the market value of the a55ets held was £14,354,000 and this value wa5 sufficient to cover 88% of the benefits accrued to members after allowing for expected future increases in earnings, giving a shortfall of £1,924,000 as at 31 August 2022 A new Schedule of Contributions was 3Éreed on 12 August 2024. Under this arrangement the school settled all remaining deficit payment under the Schedule of Contributions by making an additional "one- off" contribution of £2,277,900. Per the FR5102 report the scheme is now in a surplus position. This surplus has not been reco8nised as Millfield is unlikely to be able to recover this via reduced future contributions or refunds from the plan, as all contribLJtions have now been paid. Furthermore, the actuarial valuation was brought forward to 31 August 2024. Per the draft report the scheme 15 predicted to have a small surplus of circa £37k. The school will continue to pay any insurance premiums, PPF levies and any costs relating to managing the scheme separately when due, except for investment management expenses. The Scheme's next triennial valuation is 31 August 2027. These financial statements reflect the requirements of FRS 102. The expense for the year as calculated by the actuary together with the re-measurement of the deficit are recognised in the Consolidated Statement of Financial Activities as shown below.. 2024 £'ooo 2023 £'ooo Statemenl of financlal position Fair value of scheme a55ets Present value of defined benefit oblig3tion Unrecognised surplus Net deficit in scheme 15,139 113.6671 11,4721 12,194 113,2651 11,0711 43 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Changes in the defined benefit obligation Defined benefit obligation at start of period Interest cost on defined benefit obligation Benef it paid ActU3rial loss/lg3inl Defined benefit obllgation at end of period 13.265 674 18941 622 113,6671 15,512 636 17891 12,0941 13,265 Changes in the fair value of scheme assets Fair value of scheme assets at start of period Interest irFcome on scheme assets Return less interest income on scheme assets Contributions by the employer Benefits paid Fair value of 5¢heme assets at end of period 12.194 691 287 2861 18941 15,139 14,446 602 12,6481 583 17891 12,194 Total expense recoEnised in expenditure Net interest on net defined benefit liability Expenditure charged in year 1171 1171 34 34 Total amount recognised in the statement of financial artivities Return less interest income on scheme a55ets Actuarial Ilossl/gain on liabilities Change in assumptions Unrecognised surplus Re-measurement {lossllgain recognised in the SOFA 287 12381 13841 11,4721 11,8071 12,6481 14231 2,517 15541 Assets Target return Insurance annuities Cash and net current assets Investment grade bonds1 Gilts LDI Fair value of scheme assets 7,059 56 121 1,803 3,155 12,194 50 534 14,555 15,139 Actual return on scheme assets over period 978 12,0461 Movement in net defined ension l+abilit Reconciliation of funded status Opening deficit Employer contribution Charge recorded in SOFA 11.0711 2,861 17 11,0661 583 1341 ILossl/Gain recorded in statement of financial activities Unrecognised surplus C105ing deficit 13351 11,4721 15541 11,0711 2023 %pa 2024 %pa Main financial assumptions Discount rate Price inflation.. RPI cpi Deferred pension increases: Pensions accrued to 514109 Pensions accrued from 614109 Pension increases in payment.. 3.15 44 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 - GMPS accrued from 614188 Non-GMPs accrued to 31/8105 Pension accrued from 119105 Mortality assumptions and life expectancies Expected future lifetime from age 65.. Male currently 38ed 65 Female currently aged 65 Male currently aged 45 Female currently aged 45 2024 Years 22 24.4 23 25.5 2023 Years 21.9 24.3 22.9 25.5 22. Reconciliation of Net Income to net cash generated from operations 2024 £'ooo 7,776 2023 £'ooo 6,084 Net Income Adjustments for.. Depreciation of tangible fixed assets Defined benefit pension scheme contributions Net interest on the net defined pension benefit liability Effects of changes in foreign exchange on investments Net decrease in cash dep051t5 Wlthin investments Working capital transferred in from Millfield Foundation Interest receivable Interest payable Profit on sale of tangible fixed assets Operating cash Ilows before movements in working capital 6.068 12,8611 1171 44 138 5,770 {5831 74 527 16601 152 1431 11,321 11,7481 156 11211 9,435 Increase I Idecreagel in stocks Ilncreasel / decrease in debtors Increase in creditors Advance fees applied 88 11,0781 2,911 19.1631 17,242) 131 125 1,136 17,0891 15,8311 Cash generated from operations 2,193 5,490 23. Financial Commitments At 31 August 2024 the group had total future minimum lease payments under non-cancellable operating leose5, as follows.. Other 2024 £'ooo 20 42 Motor Vehicles 2024 £'ooo 117 83 2023 £'ooo 16 15 2023 £'ooo 117 200 Amounts due within one year Amounts due in two to five years 24. Related Party Tran5artions Transactions between the School and its subsidiary, Millfield School Enterprises Limited and Millfield Foundation are disc105ed below.. 2024 2023 Millfield Enter Purchases of goods in year Rents received Amounts owed to related parties ot year end Gift Aid received rises Limited £'ooo £'ooo 775 33 714 33 106 49 302 243 45 45 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 Millfield Foundation Millfield Donations to Millfield Foundation Contribution from Millfield Foundation for Bursaries Donations collected by Millfield on Millfield Foundations behalf 500 98 186 62 175 The School has a limited number of students who are family members of governors. Fees are payable at the same level as other students, and entitlement to fee remission is considered in line with the School's stated policy. The Governors made aggregate donations of £1,400 12023= £52,660) during the year to Millfield. In addition. there was a transaction made on an arm's length basis Wlth one related party during the year for services provided to Millfield.. O Welsby is a director of Brightcore Limited which charged the School £78012023.. £3,540). £780 was outstanding at year end and is a current creditor included within the accruals and deferred income line. There have been no other related party transactions other than those listed in note 9. 25. Prior year Consolidated Statement of Flnancial Activities by Fund Unrestricted Funds £'ooo Restricted Funds £'ooo Total 2023 £'ooo Note Incorne from: Charitable Activities.. Fees receivable Other educational income Other Trading Activities.. Other fees and external hiring Investments Subsidiary trading income Donations and legacies Other Income Total Income 54,259 4.498 54,259 4,498 3,051 3,051 555 1,096 105 660 1.096 390 104 64,058 388 104 63,565 493 Expenditure on: Charitable Activities Raising Funds.. Other fees and external hiring Subsidiary trading expenditure Fundraising Finance and Other Cost5 Total Expenditure 153.2801 1301 (53,3101 {2.9161 (2,916) 18511 1851) 12581 14771 157,7821 1471 1305) 1477) {57,859) 1771 Net income 5,783 416 6,199 Other recognised Gains: Re-measurement of the net defined benefit liabilitv IL0551 on investment assets Transferred in Net Movement in Funds Total Funds Brought Forward 21 15541 1554} 12 27 11151 4,825 5126 730 1115} 4,825 10,355 50,414 5,229 49.684 Total Funds Carried Forward 18 54,913 5,856 60,769 46 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 August 2024 26. Capital The Company is limited by guarantee and does not have a share capital. 27. Transfer of Millfield Foundation Limited into Millfield New Articles of Association were adopted by Millfield Foundation Limited, by 3 special resolution on 23 August 2022, effective I September 2022. These Articles provide that the majority of Trustees holding office at any one time are nominated by Millfield School. Millfield is deemed to have control over Millfield Foundation Limited and, accordingly, has consolidated this set of accounts into its own financial statements. No consideration was paid. The following tables set out the fair value of the identifiable assets and liabilities transferred into the Consolidated Balance Sheet on I September 2022. Value Reported by transferring charity Transfer in recognised £'ooo FIXED ASSETS Investments 4,277 4,277 CURRENT ASSETS Debtors due within one year Cash at bank in hand 485 84 485 84 CREDITORS Creditors due within one year 1211 1211 FUNDS Restricted income funds 14,8251 14,8251 47 47 GOVERNORS, ADVISORS AND KEY STAFF for the year ended 31 August 2024 The Governors of Millfield I'the School") are the School's charity trustees under charity law and the directors of the charitable company. During the year the activities of the Governing 8ody were carried out through four ommittees. In addition to the committees some members of the Governing Body also act as trustees for Millfield Retirement Benefits Scheme and as directors of subsidiary companies (Millfield School Enterprises Limited and Millfield Overseas Limited). The members of the Governing Body who served in office as Governors during the year and subsequently are detailed below. {11 121 131 141 151 161 17) Roland Rudd Rob Abernethy Behdad Alizadeh Chair Appointed 4 September 2023 Deputy Chair Wim Bushell Richard Clark Nicola Della Valle Resigned 31 March 2024 Deputy Chair Frances Dickens Helen Donovan Appointed 10 Ocotber 2024 Resigned 26 July 2024 Stephen East Tim Griffiths Kate Griggs Claire Harvey Christopher Hirst Nick Maddock Resigned 10 April 2024 Resigned 31 March 2024 John Maudslay Janet Mitchell Douglas Pinto Marcsimon Resigned 31 March 2024 Rosiji Soluade Peter Warner Oliver Welsby 'c denotes the current Chair of a committee or board. Audit, Compliance and Risk Committee Building and Finance Committee Appointments Committee Education Committee Trustee, Millfield Retirement Benefits Scheme Director, Millfield School Enterprises Limited Director, Millfield Oversea5 Limited OFFICERS - (key management personnel currently and throughout the yearl Gavin Horgan Melissa Johnson Dan Thornburn Headmaster of Millfield Schools Finance Director of Millfield Schools Headmaster of Millfield Prep School COMPANY SECRETARY AND CLERK TO THE GOVERNORS Matthew Shaw 48 48 GOVERNORS, ADVISORS AND KEY STAFF for the year erided 31 August 2024 REGISTERED OFFICE Millfield Street Somerset BA16 OYD WEBSITE www.millfieldschool.com AUDITOR Haysmac LLP 10 Queen Street Place London EC4R IAG BANKERS Lloyd5 Bank pl¢ 25 Gresham Street London EC2V 7HN SOLICITORS Veale Wa5brough Viz3rds Narrow Quay House Narrow Quay Bristol BSI 4QA 49 49