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2021-07-31-accounts

Charity Registration No. 311719

Company Registration No. 00396105 (England and Wales)

WYNSTONES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2021

WYNSTONES LIMITED

LEGAL AND ADMINISTRATIVE INFORMATION

Trustees J Lambert I Lawrie QC J Mccullagh S Sklan A Skelton N Hailey CMG (Appointed 22 September 2020) V Isaac (Appointed 11 November 2020) D Blackstock (Appointed 11 November 2020) Charity number 311719 Company number 00396105 Registered office Church Lane Whaddon Gloucester GL4 0UF Auditor Griffiths Marshall Beaumont House 172 Southgate Street Gloucester GL1 2EZ Bankers The Co-Operative Bank Plc P.O Box 250 Skelmersdale WN8 6WT Triodos Bank NV Deanery Road Bristol BS1 5AS Solicitors Harrison Clark Rickerbys LLP Ellenborough House Wellington Street Cheltenham GL50 1YD

WYNSTONES LIMITED

CONTENTS

Page
Chair Of Trustees report 1 - 5
Statement of Chair of Trustees responsibilities 6
Independent auditor's report 6-7
Statement of financial activities 10
Group balance sheet 11 - 12
Company balance sheet 13 - 14
Statement of cash flows 15
Notes to the accounts 16 - 29

WYNSTONES LIMITED

CHAIR OF TRUSTEES REPORT (INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2021

The Trustees (who are also directors of the charity for the purposes of the Companies Act) present their report and consolidated group accounts for the year ended 31 July 2021.

The accounts have been prepared in accordance with the accounting policies set out in note 2 to the accounts and comply with the Companies Act 2006 and “Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015)”

Structure, governance and management

Wynstones is a company limited by guarantee and a registered charity constituted under a Memorandum and Articles of Association date 9 June 1945. It is register with the Charity Commission and must comply with the Companies Act 2006 and Charities Act 2011. Registered Charity number 311719, Company registration number 396105

The Trustees, who are also the directors for the purpose of company law, and who served during the year and up to the date of signature of the financial statements were:

R Crompton (Resigned 10 November 2020)
J Lambert
I Lawrie QC
J Mccullagh
E W Yates (Resigned 24 August 2020)
S Sklan
R Aronowitz-Mercer (Resigned 23 February 2022)
A Skelton
N Hailey CMG (Appointed 22 September 2020)
V Isaac (Appointed 11 November 2020)
D Blackstock (Appointed 11 November 2020)

Trustees decide on the competences required by the Board and new Trustees are sought via nationwide impartial advertising for the posts.

None of the Trustees has any beneficial interest in the Wynstones Ltd company. All of the Trustees are member of the Wynstones Associaiton and guarantee to contribute £1 in the event of winding up.

WYNSTONES LIMITED

CHAIR OF TRUSTEES REPORT (CONTINUED)(INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2021

Charity’s governance and management (during this accounting year)

The charity's leadership and governance is being sustained throughout this transitionary period, specifically the fundamental separation of leadership by the Executive Team and governance by the Board of Trustees.

The Executive Team is comprised of the CEO and the DFO, officers who meet daily, either in person, online, or by phone, and jointly prepare documentation for Trustees meetings, which have increased in order to meet the demands of changing circumstances. The CEO leads on reports to the full board and the DFO on those to the Finance & Operations Cttee.

Weekly supervision of officers by trustees takes place via online or phone meetings that address any issues arising, monitoring of progress on work in train, and planning agendas for forthcoming meetings.

The CEO and DFO are jointly accountable to the Board of Trustees for the management and leadership of the charity in line with the agreed policies and with the objectives to:

WYNSTONES LIMITED

CHAIR OF TRUSTEES REPORT (CONTINUED)(INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2021

Objectives and activities

The charity’s school, Wynstones, was closed in January 2020 following an inadequate Ofsted inspection. Following this, a new Principal (in place from March 2020) and a new Board of Trustees (in place from the Summer of 2020) worked to re-establish the Charity’s effective functioning and to explore options to re-open a school.

The new Board has set out its mission, with an emphasis on child-centred education; excellence; and the contribution of our school to its community and the world:

A Waldorf Education is centred on each child’s academic, social, moral and creative potential and growth. We value excellence and independent thinking, and seek to shape rounded, free-thinking, open and resilient people who make a valuable contribution to their communities and the world.

Plans for a swift re-opening of the school in April 2020 were quickly revised due to the scale of the change and reform required. A planned contraction of the school from 3 to 18 years of age down to 3 to 13 years of age, in order to reopen in the September of 2020, was also then delayed due to the impact of the COVID pandemic, and a total of 62 out of 64 staff were made redundant.

During the Spring of 2021, plans to re-open the school in September 2021 did not secure the number of registrations necessary to be viable. For many, the school’s recent turbulence and failings had left scars too deep for them to contemplate a return. For others, the Charity’s need to set fees at a level that would facilitate professional teacher recruitment, made the offering prohibitively expensive, despite moves to establish a bursary scheme supported personally by both Trustees and alumni. For potential new families, the school’s recent reputation and failings – widely publicised in the local area and nationally – meant they did not even consider applying. In May 2021 the September re-opening was withdrawn.

Post July 2021

Over the course of December 2021, a market research project was undertaken to explore future options. The findings showed that there remains significant interest in a future local Waldorf school, but much lower interest in such a school where fees would be set at levels high enough to sustainably fund a high-quality provision.

Following the findings, the Board of Trustees reaffirmed their commitment to its core objects of offering a Steiner Waldorf education, and to the high standards to which a future school should aspire. After extensive debate on strategic options, the Board concluded that the best path to these objectives lay in the Charity contributing to the raising of standards within the Steiner Waldorf sector, while at the same time, continuing to explore options for a future school. Waldorf school provision was, and remains, the priority of the Charity and the Trustees have committed to progress this objective and to invest in the renewal and vibrancy of the sector in the UK, and around the world.

After sustained strategic reflection and working closely with the Steiner Waldorf Schools Fellowship (SWSF), the Trustees chose teacher training as a key area of contribution that it could make the movement.

With a deep commitment to supporting these developments, the Charity has now partnered with a high-quality UK university to deliver a suite of teacher education qualifications in Waldorf Education and Creative Pedagogy . A Postgraduate Diploma within this suite will be accredited by the Steiner Waldorf Schools Fellowship in line with national and international standards for Waldorf teachers.

This will lay the groundwork for the foundation of future schools and drive the professionalisation and rebirth of the Waldorf sector in the UK and, it is hoped, more widely.

The new teacher training programme, set to begin in September 2022, will generate revenue to contribute to the costs of its development and delivery and the running costs of the Charity. Further projects will be added, in close partnership with the SWSF, and the Charity estimates that a pool of trained teachers will be created to staff the re-opening of its school as well as support other Waldorf schools nationally and internationally.

To reflect this direction, and following consultation with alumni of the school, and the Charity’s Association members, the Charity will be renamed, Waldorf Learning Foundation.

WYNSTONES LIMITED

CHAIR OF TRUSTEES REPORT (CONTINUED)(INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2021

Going Concern for Period March 2022 – April 2023

In order to prove a going concern situation exists at Wynstones a cash flow forecast has been produced for the above period.

As at March 2022 the Charity has cleared all but one of its outstanding debts. Consequently, the cash flow has commenced with a cash in hand balance of £127,701 as at 7 March 2022. This is insufficient to enable a timely progression of the Trustees’/ Management’s future development objectives until further funds are made available. This will be facilitated by the sale of the Whaddon site or a significant charitable donation. Until this time the school will keep costs to an absolute minimum and move forward at a very slow pace.

The cash flow incorporates loans anticipated to be received from friends of the charity since these loans will attract substantially lower interest rates than hitherto has been the case with the use of corporate lenders. The Charity has secured an expressed interest in the lending of some £300k for a year from two corporate lenders but these offers will only be considered as a fall-back position.

In the forecast the timing of the loans is geared to only commencing the loans as the cash flow dictates

thereby minimising the length of loans and consequently minimising interest cost.

The charity will be controlling expenditure and will only be employing two members of staff over the next year these being the current Principal (latterly CEO) and Director of Finance. There is however a projected cost of some £45k for the marketing and sale costs of the Whaddon site. Otherwise, all other costs are necessarily kept to a minimum.

A contingency of £26k has been built into the thirteen-month forecast and subject to the loans following the forecast plan the school will have sufficient funds for the next thirteen months and the Whaddon site sale will then alleviate future cash flow issues.

Financial Review for the year to 31 July 2021

In order to survive, the charity has required financial restructuring due to its history of failing to balance income and expenditure and relying on loans (at varying levels of interest) and realising capital assets in order to remain solvent. At various points since its inception, property sales have bolstered the school’s available funds to operate. Without these assets sales, the business model had limited financial sustainability given its requirement to offer a consistently high quality of education, safeguarding and accountability within a viable and healthy culture.

Expenditure during the year following the school’s closure (August 2020 – July 2021) saw £350k for redundancies, £17k for an external safeguarding review and £200k for the planned September 2021 reopening, which included capital expenditure on the site, extensive marketing and the recruitment and subsequent redundancy of new school management and teaching personnel. In addition, a provision of £518k was also required to provide for historical unpaid parent fees.

Further short-term financing of just under £2m was sourced to bridge the finances whilst all of the charity’s property assets, excepting the Whaddon site, were sold. A significant proportion of the Brookthorpe estate was already in the process of being sold to a local developer, but other properties, including four residential properties, the walled garden and Biodynamic pastureland at Brookthorpe, needed to be sold in order to resolve the debt position.

Financial Review post 31 July 2021

It is expected that a future school will not reopen until September 2024 at the earliest. The teacher training programme will become profitable after its second year of operation. Reserves are in place to allow functioning into the summer of 2022 and continuance of the Charity thereafter will be dependent upon benefactor donations and / or further bridging, until completion of the sale of all, or part, of the Whaddon site takes place and the wider activities of the Charity break even and make a profit.

The Charity is being advised by a specialist local planning consultant and a specialist agent, with the governance oversight on overall strategy and decision-making regarding property assets being critiqued and quality assured by pro-bono advice to the Board of Trustees by an independent Chartered Surveyor.

WYNSTONES LIMITED

CHAIR OF TRUSTEES REPORT (CONTINUED)(INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2021

Financial Review of Brookthorpe Properties Limited

Wynstones Limited holds a 100% interest in the subsidiary Brookthorpe Properties Limited (Co. No. 10057299). The company was incorporated separately to the charity to develop and sell land for residential purposes. Ultimately the aim was to generate funds to subsidise the charities objectives.

The land purchase and all associated costs have been financed by a loan from Wynstones Limited. During the financial year to 31 July 2021, Brookthorpe incurred further development and consultancy costs to aid the sale and reported a loss before provisions of £58,975, please see note 26 for more details. Post year end the land was sold for £900,000, total costs to bring the land to sale are £808,000 and as such the financial statements of Brookthorpe to 31 July 2022 are expected to show a profit of £82,000

As at 31 July 2021, Brookthorpe owed Wynstones £938,000 but additional post year end costs funded by Wynstones amount to £84,000 resulting in total outstanding position of £1,022,000

In anticipation of this a provision has been made for £122,000 in the current financial statements of Wynstones Limited, representing the irrecoverable element of the inter-company loan. It is important to note that a large part of the costs in land development related to the sale of land from Wynstones Limited to Brookthorpe Limited at £500,000. The historical cost of this land to Wynstones Limited was £236,550.

Subsequent to the completion of the sale, repayment of loan with Wynstones Limited and completion of the 2022 audit, the company Brookthorpe Properties Limited, will be liquidated.

Reserves Policy

Financial reserves are necessary to support the Charity going forward. Where possible these reserves should be such that the Charity can operate until suitable action can be taken to rectify the cause of the loss. The reserve at the end of the accounting year can be found within this report.

Auditor

In accordance with the company's articles, a resolution proposing that Griffiths Marshall be reappointed as auditor of the company will be put at a General Meeting.

Disclosure of information to auditor

Each of the Trustees has confirmed that there is no information of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate steps to identify such relevant information and to establish that the auditor is aware of such information.

The Chair of Trustees r eport was approved by the Board of Trustees.

Nic Hailey CMG Chair of Trustees Dated: 28 April 2022

WYNSTONES LIMITED

STATEMENT OF CHAIR OF TRUSTEES RESPONSIBILITIES FOR THE YEAR ENDED 31 JULY 2021

The Trustees, who are also the directors of Wynstones Limited for the purpose of company law, are responsible for preparing the Chair Of Trustees Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company Law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Charity and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that year.

In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Charity 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 Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees are responsible for the maintenance and integrity of the charity and financial information included on the Charity's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

WYNSTONES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF WYNSTONES LIMITED

Opinion

We have audited the accounts of Wynstones Limited for the year ended 31 July 2021 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the notes to the accounts, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Charity 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 going concern

In auditing the financial statements, we have concluded that the Chair of 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 identified material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Charity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. We draw attention to note 2.2 Accounting Policies Going concern where those matters are disclosed and also to the content of the Trustees report which also details the matters. The material uncertainties relate for the need of the Charity to source bridging finance to fund the ongoing operations of the Charity and service existing debt whilst the Charity completes on the sale of capital assets necessary to fund the continuation of the Charity's development plan

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

Other information

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

We have nothing to report in this regard.

WYNSTONES LIMITED

INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF WYNSTONES LIMITED

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:

Responsibilities of Trustees

As explained more fully in the s tatement of Chair of Trustees r esponsibilities, the Trustees, who are also the directors of the Charity for the purpose of company law, are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the 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 Charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the 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

We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder.

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

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

We gained an understanding of the legal and regulatory framework applicable to Wynstones Limited and the industry in which it operates and, considered the risk of acts by Management and directors of Wynstones Limited which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006 and Employment Law. We made enquiries of the Trustees to obtain further understanding of risks of non-compliance.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included, but were not limited to:

WYNSTONES LIMITED

INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF WYNSTONES LIMITED

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: http s :// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the charity’s trustees, as a body, in accordance with part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity’s trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Humphries (Senior Statutory Auditor) for and on behalf of Griffiths Marshall 28 April 2022

Chartered Accountants Statutory Auditor Beaumont House 172 Southgate Street Gloucester GL1 2EZ

Griffiths Marshall is eligible for appointment as auditor of the Charity by virtue of its eligibility for appointment as auditor of a company under of section 1212 of the Companies Act 2006.

WYNSTONES LIMITED

STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31 JULY 2021

Unrestricted
Restricted
funds
funds
2021
2021
Notes
£
£
Income and endowments from:
Donations and legacies
3
-
-
Charitable activities
4
-
-
Other trading activities
6
1,100
-
Investments
5
29,001
-
Other income
7
434,267
-
Total income
464,368
-
Expenditure on:
Raising funds
8
-
-
Charitable activities
9
1,040,203
-
Total resources
expended
1,040,203
-
Net outgoing resources
(575,835)
-
Net movement in funds/net
income and expenditure
(575,835)
-
Fund balances at 1
August 2020
343,539
14,931
Fund balances at 31
July 2021
(232,296)
14,931		 TotalUnrestricted
funds
2021
2020
£
£
-
1,716
-
731,434
1,100
24,650
29,001
41,474
434,267
-
464,368
799,274
-
6,287
1,040,203
2,257,477
1,040,203
2,263,764
(575,835) (1,464,490)
(575,835) (1,464,490)
358,470
1,808,029
(217,365)
343,539		 Restricted
Total
funds
2020
2020
£
£
-
1,716
-
731,434
-
24,650
-
41,474
-
-
-
799,274
-
6,287
-
2,257,477
-
2,263,764
-
(1,464,490)
-
(1,464,490)
14,931
1,822,960
14,931
358,470
Donations and legacies
3
Charitable activities
4
Other trading activities
6
Investments
5
Other income
7
Total income
Expenditure on:
Raising funds
8
Charitable activities
9
Total resources
expended
Net outgoing resources
Net movement in funds/net
income and expenditure
Fund balances at 1
August 2020
Fund balances at 31
July 2021

The statement of financial activities includes all gains and losses recognised in the year.

All income and expenditure derive from continuing activities.

The statement of financial activities also complies with the requirements for an income and expenditure account under the Companies Act 2006.

WYNSTONES LIMITED

COMPANY BALANCE SHEET

AS AT 31 JULY 2021

2021 2020
Notes £
£		 £ £
Fixed assets
Tangible assets 14 1,722,908 1,916,520
Investments 100 100
1,723,008 1,916,620
Current assets
Stocks 15 20,016 -
Debtors 16 862,808 972,985
Cash at bank and in hand 7,540 8,899
890,364 981,884
Creditors: amounts falling due within
one year 18 (1,371,730) (1,622,409)
Net current liabilities (481,366) (640,525)
Total assets less current liabilities 1,241,642 1,276,095
Creditors: amounts falling due after
more than one year 19 (1,103,718) (499,311)
Net assets 137,924 776,784
Income funds
Restricted funds 20 14,931 14,931
Unrestricted funds
Designated funds 21 5,229 5,229
General unrestricted funds (415,758) 223,102
Revaluation reserve 533,522 533,522
122,993 761,853
137,924 776,784

Wynstones Limited as a standalone entity made a loss for the period of £638,859 (2020 - loss of £1,408,615).

WYNSTONES LIMITED

COMPANY BALANCE SHEET

AS AT 31 JULY 2021

The company is entitled to the exemption from the audit requirement contained in section 477 of the Companies Act 2006, for the year ended 31 July 2021, although an audit has been carried out under section 144 of the Charities Act 2011.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements under the requirements of the Companies Act 2006, for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Trustees on 28 April 2022

N Hailey CMG Chair of Trustees

Company Registration No. 00396105 Charity No. 311719

WYNSTONES LIMITED

GROUP BALANCE SHEET

AS AT 31 JULY 2021

2021 2020
Notes £
£		 £
£
Fixed assets
Tangible assets 14 1,722,908 1,916,521
Current assets
Stocks 15 481,099 441,695
Debtors 16 46,636 115,329
Cash at bank and in hand 8,941 10,386
536,676 567,410
Creditors: amounts falling due within 18
one year (1,373,230) (1,626,150)
Net current liabilities (836,554) (1,058,740)
Total assets less current liabilities 886,354 857,781
Creditors: amounts falling due after 19
more than one year (1,103,719) (499,311)
Net (liabilities)/assets (217,365) 358,470
Income funds
Restricted funds 20 14,931 14,931
Unrestricted funds
Designated funds 21 5,229 5,229
General unrestricted funds (771,047) (195,212)
Revaluation reserve 533,522 533,522
(232,296) 343,539
(217,365) 358,470

WYNSTONES LIMITED

GROUP BALANCE SHEET

AS AT 31 JULY 2021

The company is entitled to the exemption from the audit requirement contained in section 477 of the Companies Act 2006, for the year ended 31 July 2021, although an audit has been carried out under section 144 of the Charities Act 2011.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The accounts were approved by the Trustees on 28 April 2022

N Hailey CMG

Trustee

Company Registration No. 00396105

WYNSTONES LIMITED

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JULY 2021

Notes
Cash flows from operating activities
Cash absorbed by operations
27
Investing activities
Purchase of tangible fixed assets
Rental income
Proceeds on disposals of land & property
Net cash generated from investing
activities
Financing activities
Proceeds from borrowings
Repayment of borrowings
Proceeds of new bank loans
Net cash generated from financing
activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Relating to:
Cash at bank and in hand
Bank overdrafts included in creditors
payable within one year		 2021
£
£
(1,456,882)
(20,210)
29,001
597,461
606,252
320,000
(19,786)
625,000
925,214
74,584
(345,268)
(270,684)
8,942
(279,626)		 2020
£
£
(778,980)
-
41,474
-
41,474
250,000
(23,948)
164,833
390,885
(346,621)
1,353
(345,268)
10,386
(355,654)

WYNSTONES LIMITED

STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

1 Critical accounting estimates and judgements

In the application of the Charity’s accounting policies, the Trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

2 Accounting policies

Charity information

Wynstones Limited is a private company limited by guarantee incorporated in England and Wales. The registered office is Church Lane, Whaddon, Gloucester, GL4 0UF.

2.1 Accounting convention

The financial statements have been prepared in accordance with the Companies Act 2006 and "Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)". The Charity is a Public Benefit Entity as defined by FRS 102.

The financial statements are prepared in sterling , which is the functional currency of the Charity. Monetary a mounts in these financial statements are rounded to the nearest £.

The accounts have been prepared under the historical cost convention, except for where disclosed in these accounting policies, certain items that are shown at fair value.

2.2 Going concern

These financial statements are prepared on the going concern basis. The Trustees have a reasonable expectation that the Charity will continue in operational existence for the foreseeable future, however, the Trustees are aware of certain material uncertainties which may cause doubt on the charity's ability to continue as a going concern.

In January 2020 the School received its OFSTED inspection, of which the results were unsatisfactory. A number of safeguarding issues were highlighted in the report, ultimately leading to the School having to close with immediate effect. OFSTED issued a list of requirements needed for the School to reopen. The Trustees have inspected this and the School has made good progress in meeting the requirements with an original aim to re open the School in September 2021.

The closure of the School along with the effects of the COVID pandemic has meant that in order to survive the Charity has had to undertake significant financial restructuring and has had to realise various capital assets and take on further short term borrowing to meet its cash flow requirements in relation to maintaining certain School functions and service existing debt facilities. The Trustees development plan now does not envisage the School re opening until at least September 2024 and in order to realise that plan further capital asset sales and bridging finance will need to found until the eventual sale of the remaining Whaddon site , at which point the Charity expects to have significant cash reserves. The Charity has found various sources willing to provide bridging finance for this period and has developed other sources of income to assist funding, without this there is a material uncertainty over the ability of the Charity to continue as a going concern.

2.3 Charitable funds

Unrestricted funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2021

2 Accounting policies

(Continued)

Restricted funds are subject to specific conditions by donors as to how they may be used. The purposes and uses of the restricted funds are set out in the notes to the financial statements.

Endowment funds are subject to specific conditions by donors that the capital must be maintained by the Charity.

2.4 Incoming resources

Income is recognised when the Charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received.

Cash donations are recognised on receipt. Other donations are recognised once the Charity has been notified of the donation, unless performance conditions require deferral of the amount. Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.

Legacies are recognised on receipt or otherwise if the Charity has been notified of an impending distribution, the amount is known, and receipt is expected. If the amount is not known, the legacy is treated as a contingent asset.

Historically, where pupils were admitted to the school and their parents found themselves in financial hardship, the School had a deferred fee facility whereby fees were deferred for payment until the pupil left the School. Interest accrues at a rate of 5% on deferred balances.

2.5 Resources expended

Fundraising costs are those incurred in seeking voluntary contributions and do not include the costs of disseminating information in support of the charitable activities.

Expenditure is accounted for on an accruals basis and has been included under expense categories that aggregate all costs for allocation to activities. Where costs cannot be directly attributed to particular activities they have been allocated on a basis consistent with the use of the resources.

Support costs are those costs incurred directly in support of expenditure on the objects of the Charity. Governance costs are those incurred in connection with the administration of the the Charity and compliance with constitutional and statutory requirements.

All resources expended are inclusive of irrecoverable VAT.

2.6 Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings 1-2% Straight Line Fixtures, fittings & equipment 10% Reducing Balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in net income/(expenditure) for the year.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

2 Accounting policies

(Continued)

2.7 Fixed asset investments

Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in net income/(expenditure) for the year . Transaction costs are expensed as incurred.

2.8 Impairment of fixed assets

At each reporting end date, the Charity reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any ) .

2.9 Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell . Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Items held for distribution at no or nominal consideration are measured the lower of replacement cost and cost.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2.11 Financial instruments

The Charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Charity's balance sheet when the Charity becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

2 Accounting policies

(Continued)

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future p aymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Charity’s contractual obligations expire or are discharged or cancelled.

2.12 Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Charity is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2.13 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

3 Donations and legacies

Donations and gifts
4
Charitable activities
Educational fee income		 TotalUnrestricted
funds
2021
2020
£
£
-
1,716
2021
2020
£
£
-
731,434

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

5 Investments

Unrestricted
funds
2021
£
Rental income
29,001
6
Other trading activities
2021
£
Christmas markert fundraising
-
Concerts fundraising
-
Class trip fundraising and income
-
Upper school trips fundraising and income
-
PFA fundraising
-
Room Hire and Cedron Hall rental income
1,100
Other trading activities
1,100
7
Other income
Unrestricted
funds
2021
£
Net gain on disposal of land and property
434,218
Other income
49
434,267		 Total
2020
£
41,474
2020
£
7,537
2,197
1,240
3,025
751
9,900
24,650
Total
2020
£
-
-
-

The gain on disposal of land and property relates to sale of 2 Manor Cottage and Gardeners Cottage, Brookthorpe.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

8 Raising funds

9
10		 Fundraising and publicity
Music fundraising costs
Christmas market costs
Summer festival expendfiture
Fundraising and publicity
Charitable activities
Wages and salaries
National insurance
Pension cost
Educational costs and supplies
Share of support costs (see note 11)
Share of governance costs (see note 11)
Analysis by fund
Unrestricted funds
Trustees		 2021
£
-
-
-
-
-
2021
£
-
-
-
113,673
113,673
469,677
456,853
1,040,203
1,040,203		 2020
£
3,826
2,243
218
6,287
6,287
2020
£
1,071,596
100,219
41,198
138,429
1,351,442
623,289
282,746
2,257,477
2,257,477

None of the Trustees (or any persons connected with them) received any remuneration or benefits as a member of staff from the School during the year. Please see note 25 for Related Party Transactions.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

11
Support costs
Support
costs
Governance
costs
2021
£
£
£
Depreciation
-
50,579
50,579
Rental property
expenses
-
-
-
Finance
25,975
-
25,975
Premises
152,327
-
152,327
School Administration
22,671
-
22,671
Wages and Salaries
237,159
-
237,159
National insurance
24,768
-
24,768
Pension
5,619
-
5,619
Bad debts
1,158
-
1,158
Audit fees
-
6,662
6,662
Legal and professional
-
234,320
234,320
Bank Charges
-
98
98
Loan interest
-
165,194
165,194
469,677
456,853
926,530
Analysed between
Charitable activities
469,677
456,853
926,530
12
Employees
The average monthly number of employees during the year was:
Teachers
Administration
Total
Employment costs
Wages and salaries
Social security costs
Other pension costs		 Support
costs
£
-
1,669
10,281
215,330
91,623
265,151
23,425
6,637
9,173
-
-
-
-		 Governance
costs
£
48,868
-
-
-
-
-
-
-
-
12,802
201,961
79
19,036
282,746
282,746
2021
Number
-
5
5
2021
£
221,091
23,432
5,543
250,066		 2020
£
48,868
1,669
10,281
215,330
91,623
265,151
23,425
6,637
9,173
12,802
201,961
79
19,036
906,035
906,035
2020
Number
54
17
71
2020
£
1,396,631
125,439
49,504
1,571,574
623,289
623,289

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

13 Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss of Wynstones Limited as a standalone entity.

2021 2020
£ £
Inter-company loan with Brookthorpe Properties (122,000) -

On consolidation this provision is eleminated from the group results with reciprocal provision made in the accounts of Brookthorpe Properties Limited.

14 Tangible fixed assets

Cost
At 1 August 2020
Additions
Disposals
At 31 July 2021
Depreciation and impairment
At 1 August 2020
Depreciation charged in the year
Eliminated in respect of disposals
At 31 July 2021
Carrying amount
At 31 July 2021
At 31 July 2020		 Land and
buildings
£
2,320,779
3,696
(207,628)
2,116,847
506,666
34,093
(44,386)
496,373
1,620,474
1,814,112		 Fixtures,
fittings &
equipment
£
355,086
16,514
-
371,600
252,679
16,486
-
269,165
102,435
102,408		 Total
£
2,675,865
20,210
(207,628)
2,488,447
759,345
50,579
(44,386)
765,538
1,722,909
1,916,520

Freehold Land and buildings were revalued on an open market basis on 31 July 1998 by Bruton Knowles, Gloucester. The surplus on revaluation was credited to the Revaluation Reserve.

As permitted by the transitional provisions of Financial Report Standards 102, the Charity has elected not to adopt a policy of revaluation of tangible fixed assets. The Charity will retain the book value of the land and buildings on transition to FRS102 and will not adopt a policy of ongoing revaluation at this time.

On 20 December 2017 part of land held at Brookthorpe by the school (GR234092 & GR334468) was transferred to Brookthorpe Properties Limited for the agreed amount of £500,000. No payment has been paid by Brookthorpe Properties Limited and forms part of the outstanding inter-company loan.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

15
Stocks
Work in progress
16
Group Debtors
Amounts falling due within one year:
Trade debtors
Prepayments and accrued income
Company Debtors
Amounts falling due within one year:
Trade debtors
Amounts owed by subsidiary undertakings
Prepayments and accrued income
17
Loans and overdrafts
Bank overdrafts
Bank loans
Other loans
Payable within one year
Payable after one year		 2021
£
481,099
481,099
2021
£
2,948
43,685
46,633
2021
£
2,948
816,171
43,689
862,808
2021
£
279,626
677,706
449,952
1,407,284
303,566
1,103,718		 2020
£
441,695
425,053
2020
£
13,502
101,829
115,331
2020
£
13,502
857,653
101,827
972,982
2020
£
355,654
69,142
449,954
874,750
375,439
499,311

Bank loans are secured over the Charity's Freehold property.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

18
Group creditors: amounts falling due within one year
Notes
Bank loans and overdrafts
17
Other taxation and social security
Trade creditors
Other creditors
Accruals and deferred income
Company creditors: amounts falling due within one year
Notes
Bank loans and overdrafts
17
Other taxation and social security
Trade creditors
Other creditors
Accruals and deferred income
19
Company Creditors: amounts failing due after more than
one year
Notes
Bank loans
17
Other borrowings
Group Creditors: amounts failing due after more than
one year
Bank loans
17
Other borrowings		 2021
£
303,566
81,070
299,029
585,765
103,800
1,373,230
2021
£
303,566
81,070
299,029
585,765
102,300
1,371,730
2021
£
653,766
449,952
1,103,718
653,766
449,952
1,103,718		 2020
£
375,439
149,285
231,261
260,010
610,155
1,626,150
2020
£
375,439
149,285
231,261
260,010
606,414
1,622,409
2020
£
49,357
449,954
499,311
49,357
449,954
499,311

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

20 Restricted funds

The income funds of the charity include restricted funds comprising the following unexpended balances of donations and grants held on trust for specific purposes:

Movement Movement
in funds in funds
Balance at Incoming
Balance at		 Incoming Balance at
1 August 2019 resources
1 August 2020		 resources 31 July 2021
£
£
£
£		 £
Cedron Hall Fund 14,931
-
14,931
-		 14,931

Cedron Hall Fund

The Cedron Hall project is part of the development strategy to improve existing facilities. Income from specific fundraising events or donations is included in a restricted fund

21 Designated funds

The income funds of the charity include the following designated funds which have been set aside out of unrestricted funds by the trustees for specific purposes:

Balance at 1 Incoming Resources Balance at 31
August resources expended July 2021
2020
£ £ £ £
Bursary Fund 3,427 - - 3,427
PFA Fund 1,802 - - 1,802
5,229 - - 5,229

Bursary Fund

The designated Bursary Fund has been set up by the Trustees in order to support families with children who have attend ed the school, who are without adequate financial resources to meet the full cost of tuition charges.

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

22 Analysis of net assets between funds

Unrestriced Restricted Total
Funds Funds
£ £ £
Fund balances at 31 July 2021 are represented by:
Tangible assets 1,722,909 - 1,722,909
Current assets/(liabilities) (851,485) 14,931 (836,554)
Long term liabilities (1,103,718) - (1,103,718)
(232,294) 14,931 (217,363)

23 Operating lease commitments

At the reporting end date the Charity had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Within one year
Between two and five years		 2021
£
27,977
64,634
92,611		 2020
£
38,534
94,620
133,154

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

24 Related party transactions

Remuneration of key management personnel

The remuneration of key management personnel is as follows.

Remuneration of key management personnel
The remuneration of key management personnel is as		 follows.
2021 2020
£ £
Aggregate compensation 146,763 139,183

25 Fee Income and amounts due from Trustees

The following Trustees have children being educated at the School and their fees and outstanding balances were:

No. of
Children
Mr D Abbott
2
Mrs P Harris
1
Mrs R Fielder
2
Mr I Potts
1
Mr T Deluca
3		 Fees
2021
-
-
-
-
-
-
-		 Fees
Balance
Balance
2020
2021
2020
3,568
-
-
-
-
-
-
-
-
2,999
-
-
10,112
-
-
-
16,679
-
-

In all cases, the fees are charged on an arms length basis. No interest is accruing on the fees due at the year end.

26 Subsidiaries

Details of the subsidiaries at 31 July 2021 are as follows:

Name of undertaking Registered Nature of business Class of % Held
office shares held Direct Indirect
Brookthorpe Properties Wynstones Property Development Ordinary 100.00
Limited (Co No. 10057299)
School, GL4
0UF

WYNSTONES LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2021

26 Subsidiaries

(Continued)

The aggregate capital and reserves and the result for the year of subsidiaries included in the consolidation was as follows:

Name of undertaking Profit/(Loss) Capital and
Reserves
£ £
Brookthorpe Properties
Limited 63,026 (91,737)

The above results include a provision against the liability to repay Wynstones Limited £122,000. Without this provision the enitity would have made a loss of the period of £58,974 and the net liabilities would have been £213,737.

27 Cash generated from operations 2021 2020
£ £
Deficit for the year (575,836) (1,464,489)
Adjustments for:
Investment income recognised in statement of financial activities (29,001) (41,474)
Gain on disposal of tangible fixed assets (434,218) -
Depreciation and impairment of tangible fixed assets 50,579 48,868
Movements in working capital:
(Increase) in stocks (39,404) (16,641)
Decrease/(increase) in debtors 68,693 (42,235)
(Decrease)/increase in creditors (497,695) 736,991
Cash absorbed by operations (1,456,882) (778,980)