Reglstered number: 0709159 Charity number.. 312648 ST. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company limited by guarantee) TRUSTEES, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 ST. MARTIN'S (NORTHVVOOD) PREPARATORY SCHOOL TRUST LIMITED (A company limitsd by guarantee) CONTENTS Page Reference and admlnlstrallve detalls of the Company, its trustees and advlser8 Trustfjos. report Independent audnof8 report on the Ilnancial Statements Statgment of financial activlties 2-11 12-14 15 Balance sheet 16 statement of cash flows 17 Notes to the flnanclal statements 18-26 ST. MARTIN'S INORTHWOODI PREPARATORY SCHOOL TRUST LIMITED (A company Ilmited by guarantee) REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENOED 31 AUGUST 2025 Trusteeg Mr A Harris, Chaimian Mrs S Chui Mr A Dearing Mr K Desai Mr S Everson Mr D Finch MrN A Hinds Mr K Kothari Mr J Odofin Mrs M Merali DrAMunro Mrs P Patel MT J Richards Mr D Sabato Mrs S Shah Mr R Sykes Dr B Williams (resigned December 20251 (appointed June 20251 lappointed June 20251 {resigned January 20251 (appointed June 20251 (appointed December 2024, resigned January 20261 (appointed June 20251 (appointed December 2024, resigned December 20251 (resigned October 20251 School officers Mr S Dunn (Head Teacher) Mrs A Curran (Bursar) Company reglstered number 0709159 Charlty registered numbor 312648 Registered offlce 40 Moor Park Road Northwoo Middlesex HA6 20J Auditor Crowe U.K. LLP 55 Ludgate Hill London EC4M 7JW Banke Natr'onal Westminster Bank PIC 72-74 High Street Watford Hertfordshire D172GZ ST. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED (A company Ilmfted by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 The members of St Martin's (Northwoodl Preparatory School TTUSt Limited present their annual report for Ihe year ended 31st August 2025 under the Charlties Act 2011 and the Companies Act 2006 This includes the Directoff s Report and Strategic Report under the 2006 Act, together with the audited financial statements for the year. DIRECTOR'S REPORT Constitutions and Objects st Marb'n's INorthwoodl Preparatory School Trust Limited is a charitable company limited by guarantee. Its registration number is 312648 and the company registration is 0709159. The company is governed by its MeTnorandum and Articles of Association dated 28 November 1961 which state that its object 15 the advancement of education. In fvrtherance thereof, the company operates Sl Marb'n's School, a preparatory school. Govemanco and Management Governlng body The DirectOTS serve as Trustees of the Charity and under the terms of the above articles are also members of the Company. They are elected by the Board of Directors based on nominations received from seNing Directors, the Headmaster and others. GovernorslDirectors are selected based on their skills and suitability. New Governors receive an induction including attendance at meetings, review of the Govemors. Handbook, mentorship from experienced govemors, and access to relevant training. The tenure of office for a member of the Goveming body is for an initial period of 4 years, wilh a Governor being eligible for re-election for fvrther terms of office every 3 years thereafter. Former parents and former pupils may serve a5 Governors. Staff are not permitted 10 5eNe as Governors. Oryanlsational Manag8m•nt The Governors are legally responsible for the overall mana9ement and oversight of the School. They usually meet as a board three or more times per year, once each term, to deterniine policy and to monitor the operations of the company. Their role is assisted by the work of the sub-cornmittees who meet each term in advance of the Board meeting. The sub committees are.. Govemance, Finance & Operations, Teaching & Learning, Estates, Remuneration and Marketing. There are also two school committees which nominated governors attend being Information & Communications Technology and Health & Safety The Finance & Operations Committee, as assisted by the School's Bursar and accounlanls, is responsible for implementing financial strategy and policies of the Board including the preparab'on of budgets and forecasts. This committee also has oversight of any operational matters not covered by any of the other comrnittees, significantly Human Resources IHR). This Committee meets every temi and more often if necessary. Audit and risk management related to the School's Financial and Human Resources risks are dealt with by the Finance & Operations Committee. The day-to-day management of the School is entrusted to the Headmaster, who, alongside the 8ursar, participates in all meetings of the Governing Body and its subsidiary committees. They are supported by the School Leadership Team, which for this year include5 four Assistant Heads, ea¢h with specific respon5ibilities'. Pre-Prep, Pastoral, Academic, and Organisation & Compliance. The Board is responsible for approving the overal1 budget, ensuring that the Finance & Operab'ons Committee operates within its parameters Staff pay and remuneration are Teviewed annually in accordance with the School's Pay Policy. This process is overseen by the Remuneration Committee, which also makes ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 recommendations to the Board regardlng adjustments lo the pay and benefits of the Hea¢Jrnaster and Bursar Final approval for all other pay awards is granted by the Finance & Operations Cornmittee. STRATEGIC REPORT Alms, Oblectlves and Actlvltlos St Martin's aims lo provide boys, aged 3 - 13, with the breadth of education and experience for them lo realise their full potential at school in a safe and friendly environment. Our vision is to create well-rounded individuals who are not only inlelleclually curious but empathetic, resilient. and ready to face the challenges of the woHé. Through nurturing relationships, academic excellence and co-curricular opportunities we ensure that every boy is ready to lead with confidence, creativity, and a strong sense of purpose. To be better prepared for future life. Our Five-year Strategic Plan is built around seven key objectives that will shape and drive our continued growth and success 1. Academlc Excellence. Vve aspire to provide an outstanding academic education at every stage of the learning joumey. Our commitment lo excellence driving our teaching practices, curriculum development and assessment methods. 2. Pastoral Care. Our award-winning pastoral care ensures that each boy fee15 SUPPOrted, understood, and emotionally resilient. We aim to create a nurturing environment where every child can thrive, both in and out of the classroom. 3. Identlty & Values. Our school's identity Is defined by our core values We celebrate diversity, empathy, and toleran￿, ensuring every boy feels valued. Through characterful education, we instil qualities that will serve our boys well beyond the classroom. 4. Vibrant Leamlng Environment. We seek lo enhance our teaching methods and facilities. Our classrooms will cont'nue to be hubs of creativity, curiosity and collaboration with technology complementing tra(lib"onal teaching 5. Destln•tion & Future. Our ultimate goal is to prepare our boys for life beyond school We envision them as happy, Independent, confident, and emotionally intelligent young individuals. They will leave us equipped to make a real difference in their senior schools and beyond. 6. Community Engagemont. Our parents, staff ané governors forni a united front. Together, we share the common goal of helping each child succeed. We value open communication, collaboration and active participation. 7. Leadership In The Prep School Worfd. We strive to lead not only in academic excellence but in shaping the future of prep school education. We are dedicated to innovation, forward thinking practices and commitrnenl to conty'nuous irnprovement lo ensure we remain at the forefront of educational development. These aims are achieved in a number of ways They underpin the operational ethos of the school and are referenced in strategic and school development planning. In the process of self-evalualion for inspection, these are used as markers for this process. In terms of governan￿, each of the principles is directly related to the work of a sub-committee of the Full Board. In support of the Strategic Objectives, Sl Martin's key values are.. Happiness - The wellbeing of all at our school is a key priority for us. Happy children learn effectively, and gooé mental health equips the boys for life as they grow older. ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 2. Succe55 - We want our boys lo experience success in a wide range of activities. Academic success is important, but there are so many other opportunities for our boys lo enjoy. These build self-confidence and enable pupils to tackle new ¢hallenges and experiences. 3. Opportunity - There is so much of our pupils, story that is yet unwritten, and it is our purwse to offer as many opportunitie5 as possible. 4. Hard VVork- We value effort in all its forms The effort that the boys pul into all aspects of their lime al school makes such a difference to the outcomes that they enjoy. Pul simply we believe in working hard and playing hard. 5. Each Other- The School has a strong sense of community and can be seen as a large family. The older members of the family 8re encouraged lo interact with the younger boys and relalionships be￿een 5tsff and pupils are wann and respecttul. This extends to our parent body who are actively encouraged to be involved in school life. Achievements and porf0rn)ance The School prides itself on not only the quality of the education provided, bul also its record in examinations to senior schools. The School is well placed to prepare boys for a wide range of schools, but in practice these tend to be local to the area Traditionally, the focus was always on 13+ transfer with only a small number sitting at 11 + and principally for the maintained grammar schools This has changed significantly over recent years with the vast majority of boy5 undertaking these assessments in the January of Year Six. This has meant that a parallel approach for 11 + and 13+ is now required. The following sets out the 11 + offer5 and scholarships and 13+ destinations and scholarships.. AWARDS AT YEAR SIX111+) 2025 DESTINATIONSATYEAR EIGHT113+1 2025 Aldenham School 1 place ACS InteTnational School, Athens 1 p18ce offered Chiltern Hills Academy 1 place Aldenham School 4 places offere Hoberdash8rs' Boys. School 3 places 1 Sports Scholarship CityofLendon School 1 place offered 1 Academic Scholarship Harrow School 1 p18ce Eton College 2 places offered John Lyon School 1 place Harrow School 1 place offered Merchant Taylor's School 18 place8 1 Major Academic Scholarship 2 Academic Scholarships 1 DT Scholarship Haberdashers, Boys, School 14 places offered 3 Academic Scholarships John Lyon School 8T. MARTIN'S {NORTHWOOOI PREPARATORY SCHOOL TRUST LIMITED (A company limited by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 17 places offered 1 Academic Scholarship 2 Music Scholarship 1 Sports Scholarship St Alban'8 School 8 places Margaret'8 School 1 place Merchant Taylor8, School 35 places offered 5 Academic Scholarship 2 Music Scholarship 1 Art Scholarship Readlng Blue Coat School I place offered StAlbans School 12 places offered 1 Acaitemic Scho18rship 1 Music Scholarship St Margaret's School 4 places offered 1 Academic Scholarship 1 DT Scholarship St Paul's School 2 p18ces offered Queen Elizabeth's. Barnet 6 places offered We8tminster School 5 p18ees offered At the end of the academic year, of the three Assistant Heads retired and the third resigned, prompting a structUTing of the Leadership Team for the new academic year beginning on 1 September. As a result, three internal appointments were made.. Senior Deputy Head, Deputy Head (Pastorall, and Deputy Head (Academic). Following the announced retirements of both the Catering Manager and the Head Chef, a decision was taken lo outsource the catenng function with effect from 1 September 2025 The remainder of the staff body remained relatively stable. Our new catering partner, Culinera, have been exceptional and boys, staff and parents alike are very happy th the new arrangements, the variety of the menus and the management of allergies. External factors have contributed to lower enrolment in YeaT$ 7 and 8 but we continue lo work on strategies to improve this going forwards. Our recruitment of pupils to the lower age entry poinls of the School has been very strong for September 2025 ST. MARTIN'S (NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company limited by guarantee) TRUSTEES, REPORT FOR THE YEAR ENOED 31 AUGUST 2025 De5Plte these challenges, we have continued to invest in our site and facilities. Following the final completion of the two major projects in the summerlAutumn of 2024, the only other significant development in this year was the purchase of a residential property that adjoins the School 's boundary. The School remains in a strong position and is well-placed-bolh financially and academically-lo meet ongoing challenges. Governors continue to review the School's strategic direction and routinely update scenario planning Parentsl satisfacb.on remains very high, supported by the School's sustained progress and slabiSity despite changes to senior school enty processes and the policies introduced by the Labour governrnent. We wll continue lo monitor the impact of external pressures, take appropriate action to manage costs, and mainlain a strong focus on admissions and pupil retention. Please also refer to the merger announcement outlined under Future Plans_ The school underwent a thorough ISI inspection in January 2025 and successfully met all the Independent School Standards. The feedback gathered through staff, parent, and student surveys conducted during the inspection was overwhelmingly positive, reflecting a strong sense of satisfacb.on and support across the School community. Community, Soclal and Charitable In considering the provision of Public Benefit. the Governors have given due consideration lo the Charity Commission's published guidan￿ on the Public Benefit Tequirement under the Charities Act 2011. During the year, we provided £282,28812024.' £229.2861 in bursaries, whi¢h represents 4.12%12024'. 3.42%) f our fee income. Thi5 SUPPOrt enabled 2312024.. 211 boys, who olhetwise could not afford it, to continue their eéucation at st Martin's and benefit fully from the St Martin's education. Our ¢Jesign8ted charity for the year was the London M"r Ambulance, and thanks to a tremendous fundraising effort. we were able to donate £7,250 to them. st Martin's also supports local stale primary schools by offering access lo our sporb'ng facilities, particulady the swimming pool, and providing specialist leaching resources. Our staff outreach coordinator manages partnerships with other schools. and we host workshops and events such as STEAM (Science, Technology, Engineering, Art and Malhsl days and author visits that invite participation from both independent and State schools FINANCIAL REVIEW Results for the y¢ar The full-year surplus of £8,78612024". £158,773) was s￿gnIficant1Y better than the budgeted deficit of 1£257,9531. With the Introduction of VAT from January 2025, we budgeted for and funded half of the VAT that the parents were liable for, for both the spring and summer terms. While cost control remained a key focus and pupil numbers and therefore revenues were better than expected, we also continued to benefit from our investment strategy that leveraged high interest rates. Vve also were able to take advantage of improved VAT recovery from goods and surpluses purchased prior to registration, that we hadn't originally expected. However, we incurred additional costs due to Increased bursaries and discounts, as well a5 a continued focus on marketing. These expense5 continue to be necessary to secure pupil recnJitment for the next year. We were also impacted by the increase in employer Teachers Pension contribub'ons from 23.680A to 28.68% effective from April 2024, but now across the full year. Additionally, there was the additional increase in National Insurance and the loss ol business rates relief from Apnl 2025. The surplus represented a 0.13% return on gross fee income {2024. 2.370AI. hile income was just over 2Yo lower than the previoijs year, overall costs remained broadly unchanged, ST. MARTIN'S (NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company limited by guarantoel TRUSTEES, REPORT FOR THE YEAR ENDED 31 AUGUST 2025 resulting in a near break-even position. The net value of tangible fixed assets was £10,979,289 {2024.' £9,916,386), an Increase of £1,062,933 reflecting final completion of the construction projects from the previous year and the purchase of a new residential property. The company's cash position stood at £2,944,91512024.' £4,711,000) al year end. The School has no borrowings. Rgsep•es pollcy Unrestricted funds al year end totalled £12,843,01112024. £12,834,225) of which fi'xed assets were £11.014,07512024'. £9,962,224) leaving free reserves of £1,828,93612024.' £2,872,001) Reserve$ adequately cover future spending plans and provide some contingency against the predicted drop in pupil numbers over the next tsvo academic years. The Govemors are determined that reserves are continually re-invested in the School for the benefit of the boys whilst ensuring that the School ￿MaInS in a strong financial position to meet the market and economi¢ challenges highlighted above. Golng concern The School regularly produces financial infoffnalion, including budgets. forecasts, and a long-lerm strategic business plan, all of which are closely monitored by the Govemors. These budgets, cash flows, and forecasts are continually reviewed to account for the changing environment. We remain cornmitted lo maintaining pupil numbers and controlling costs. Athough the sector has faced significant challenges and we have seen a decline in pupil numbers in Years 7 and 8, recruitment al the lower end of the School continues to be strong. Despite the substantial support provided lo parents during these unprecedented times, our cash reserves remain robust. We are gradually reducing stsffing levels to align the School's overall cost base with revenue, and we remain In a strong financial position. In addition, the School holds several residential properb'es that could be sold if required, with I￿0 currently on the market. Revlsed forecasts and cash flows have been prepared based on the latest scenarios, wth sensitivity analysis on key assumptions This cash flow modelling indicates that the School's cash reserves are sufficient lo meet the charity's obligations as they come due. Therefore, the Governors have a reasonable expectation that the charity has adequate resources lo contr'nue its acb'vities for the foreseeable future and consider that there are no material uncertainties regarding the School's financial viability. Accordingly, they continue lo adopt the going con￿rn basis in preparing the financial statements, as oullined in the Statement of Governors, Responsibilities. Moving forward5 and to secure the longer-lerm future, the School has agreed to merge with the Haberdasher's Elstree group of schools. Habs will effectively take ownership of the School from the 1st April 2026 and a new board of governors will be instated. There will then be a review of the Structu￿ of the School and potential cost and efficiency savings that Can be achieved via shared services. Teach•rs' Penslon Scheme (TPSI In September 2024, the School began a phased withdrawal from the TPS, initially without any intention of a full exit. However, following the risks arising from changes to admissions at Merchant Taylors, School and the impact of new govemment policies-including VAT on fees, the loss of business rale relief, and higher National Insurance contributions-the governors decided to consult staff on a complete withdrawal by September 2025. During the consultation, the School revised ils approach and introduced an option allowing teachers lo remain in the TPS at a reduced salary, effectively capping the employer contribution rate at 18%. More than half of those consulted have now transferred lo the APTIS defined contribution scheme. ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 strategy Day Novernber 2023 In November 2023, the Govemors and Leaéership Team held an offsite strategy day to thoroughly examine how Changes in the external politr'cal, economic, and market environment could impact the School'5 financial position. They discussed several potential strategies for the School's future direction, which remain under review and have driven some of the changes being planned. As some of the School's key risk5 materialised over the year, the work done during the Strategy Day. particularly the initial Scenario Planning, has been continuously utilised and further developed. Thi5 ongoing effort helps the School navigate the challenges it faces. FUTURE PLANS Strateglc development Following an approach in early summer 2025 and some initial discussions, the governors entered a due diligence process with Haberdashers Elstree Schools (Habsl with the intent of merging St Martin's into the Habs group preceding initially by a change of control of the charitable company. The initial phase was completed in November 2Q25, a Change of Membership Agreement ICOMAI signed and the intended merger announced on the 1S1 December. The change of control will take effect from 1 St April 2026 and full merger lor asset transfer) within 12 months thereafter. Those arrangements bring together schoo15 Wlth strong tradittons, and a shared commitment to academic excellence and the holistic development of young people. This is a non-adjusting event for the purposes of FRS 102 section 32 and the Charities SORP. The arrangements reflect the profound respect St Martin's and Haberdashers, Elstree Schools hold for one another. as well as the natura1 alignment be￿een the schools. Over the years, a significant number of St Martin's pupils have progressed to Habs Boys where they have flourished academically and personally, successfully advancing along their chosen educational pathways. The potential synergies arising from this merger are considerable. We can continue lo provide an exceptional educational experien￿ for our pupils, share reSoUr￿S and expertise that will benefit both communities, strengthen our long-term financial sustsinability and ensure the long-lerm success of St Martins. Both Sl Martin's and the Haberdashers, family of schools share a deeply aligned educational philosophy, one that places the individual leamer at the centre of all we do. This shared approach will foster meaningful collaboration, enabling both schools lo learn frorn one another and enhance practices across the group. The merger represents a strategic opportunity to strengthen our educational delivery while preserving the distinct identity and values of St Martin's. The 5 key benefits of the arranggmont wlth Haberdashers, Elstree School$ famlly: Joining Haberdashers, Elstree Schools will bring meaningful opportunities, while safeguarding what families value most about Sl Marb"n's. Key benefits include.. Preservatlon of our Core values: Alignment with a group that shares our commitment to academic excellence. character development, and pupil wellbeing. Enhanced educational opportunlties.. Access to a broader range of resources, facilities. and expertise across the Haberdashers, netsvork. Long-term su8talnabillty'. Strengthening the future of St. Martin's through strategic collaboratr.on and shared infrastructure. Community confldence: Reinforcing trust among parenls and stakeholders by joining a highly respected and successful educational group. Legacy protection: Ensuring that the traditions and idents'ty of St. Martin's continue to thrive within supportive and forward-thinking family. ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED (A company Ilmlted by guarantee) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 St Martin's wll also benefit from a preferenb'al pathway for the boys lo secure a place al Habs al an earlier stage in their education and taking the pressure off the 11+ entrance which is a great advantsge to the School and will be a strength to our marketing. The Governors of St Martin's and Haberdashers. Elstree Schools were unanimous in their decision to move ahead with this opportunity and are delighted lo be working together lo provide the very best educational provision, now and into the fvture. From 1Jt April a new goveming body will be put in place for St Martin's which will be chaired by a Habs apwinted governor and comprised of 5 additional governorsllruslees from each of Sl Martin's and Habs. Marketlng Strategy We continue to receive outside support from a markeling company, with a key member of staff who supports us the Director of Marketing & Admissions. They have also maintain our website and work on Search Engine Optimization ISEOI lo attract new prospective parents. Vve continue to see strong growth in our website activity and Social media engagement through the strategies they deploy. This Improves enquiries and ultimately admissions. School Land and Bulldlng Developments Al present and wbth a smaller roll we plan to conts'nue to enhance the provision wilhoul major caprtal Investment. In Autumn 2025 we erected an outdoor classroom, adjacent lo the nature area, to enable us to enhance our outdoor leaming provision and have estsbli5hed a new audiolvisual set up in the Sports Hall. Donations from the parents, association, Friends of St Martins IFOSMI, help support these investments. Going forwards we will work with Habs to establish and review our plans Leadership Change In January 2026, the Headmaster, Mr Simon Dunn, has announced his retirement with effect from the end of the academic year 202512026. The School has started the process of appointing a new Head lo join Sl Martin's either in September 2026 or January 2027, who will report into the Executive Principal of Haberdashers Elstree SchcKJls. RISK MANAGEMENT The Board of Govemors 15 responsible for the oversight of the risks faced by the School. Detsiled consideration of risks is delegaleé to the specific committees relevant lo the particular identified risk, managed by the Senior Leadership Team. Risks are identified, assessed and controls established throughout the year. The Board monitors the effectiveness of the system of internal controls and other means, including insurance cover, by which those identified nsks Can be mrtigated. The key conlro5s used by the Charity include.. formal agendas for all Committee and Board activity., detailed temis of reference for all Committee$,' comprehensive strategic planning. budgeting and management accounting", formal written policies., clear authorisation and approval levels., and ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantse) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 vetting procedures as required by law for the protection of the vulnerable. Through the risk management processes established for the School, the Govemtsrs are Satisfied that the major risks identified are being adequately mitigated where ne￿S$8ry. It is recognised that the systems can only provide reasonable but not absolute assuran￿ that major risks have been adequately managed. Our main risks relate to.. The introduction of VAT and increase costs of employment impacting both our own cosl base bul the financial position of our parents which in turn means an increased need for bursaries and drop in pupil numbers The School continues to implement strong cost control and produces ￿gUlar forecast S￿narioS for the board lo review. The senior schools we feed changing their approach to recruitment and selection of boys into their schools putting at risk our years 7 and 8. The merger with Habs and the preferential pathway will support boys remaining to years 7 and 8 and help mitigate this risk. Loss of access to data due to uncertain geopolitical clirnale. All data is stored on Microsoft servers which we could lose access to - this includes curriculum material where we no longer have text books. ISAMS is heavily reliant on Mierosoft technologies so access to this data could also be at risk. In mitigation we are looking to broaden our technology stack lo include a combination of EuroFean cloud providers and self-hosted solutions The board lakes these risks very seriously. It actively reviews and updates its strategy to detemiine St Martin's direction going forwards and the merger with Habs is a significant development to help miligale these risks. The School has a good cash reserve and a strong balance sheet and, significantly. no debt, so whilst actively looking at allernalive strategies lo make a material difference to the School in light of these risks, the governors have time to consider options carefully and implement a robust updated strategy. Truslegs. respon$lblllties ststement The mernbers of the Board of Governors (who are also the directors of St Martin's (Northwoodl Preparatory School Trust Limited for the purposes of company lawl are responsible for preparing the Annual Report and the financial staternents in accordance with applicable law and FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. Company law requires the rnembers of the Board of Govemors to prepare financial stslements for each financial year. Under company18W they must not approve the financial statements unless they are satisfied that they give a true and fair view of the slate of affairs of the charitable company and the group, including the income land its application) and expenditure of the group for that year. In preparing the$e financial statements, the members of the Board of Governors are required lo.. select the most suitable accounting policies and then apply them consistently., observe the methods and principles in the Charities SORP 2019 IFRS 1021., make judgrnenls and eslimale5 that are reasonable and prudent., state whether applicable UK accounb'ng stsndards have been followed, subject to any material departures disclosed and explained in the financial 51atemenls', and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will conts'nue in business. The members of the Board of Governors are responsible for keeping adequate accounting records that are sufficient lo show 2nd explain the charitable company's transactions, disclose with reasonable accura¢y at any 'me the financial position of the charitable company and enable them to ensure that the financial statements mply with the Companies Act 2006 and the provisions of the charity's constitution. They are also responsible for safeguarding the assets of the charity and for taking reasonable steps for the prevention and detection of fraud and other irregularities. 8T. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED (A company Ilmlted by guarante8) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2025 AUDITORS Each of the persons who 1$ a trustee at the date of approval of this repKJrt confirms that.. so far as they are aware, there is no relevant audit infomiation of which the charity's auditor is unaware,. an they have taken all steps that they ought to have taken as a Iruslee lo make themselves aware of any relevanl audit information and to establish that the charity's auditor is aware of that information. A resolution proposing the re-appoinlment of Crowe U.K. LLP as auditors to the company will be put lo the Annual General Meeting. The Trustees. annual report and the strategic report were approved on 26 March 2026 and signed on behalf of the Board of Trustees b Mr A Dearing IActing Chairman} Trustee Ite: 26 March 2026 ST. MARTIN'S INORTHWOOD} PREPAIIATORY SCHOOL TRUST LIMITED IA Company limited by guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST. MARTIN'S INORTHWOODI PREPARATORY SCHOOL TRUST LIMITED Oplnlon We have audited the financial statements of St. Martr'n's INorthwood) Preparatory School Trust Limited for the year ended 31 August 2025 which comprise the Statement of Financial Activrties lincorpoTating an Income and expenditure account), the Balance Sheet, the Statement of Cash Flows and notes to the financial slalements, including 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 Repo￿ng Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practieel. In our opinion the financial statements". give a true and fair view of the state of the charitable company's affairs as al 31 August 2025 and of ils incoming resources and application of resources, including its 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. Basls for opinion We conducted our audit in accordance with Inlemational Standards on Audrting IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the financial ststements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant lo 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 lo provide a basis for our opinion. Conclusions relatlng to going con¢ern In auditing the financi81 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 rnaterial untsrtainties relakn'ng to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least ￿e1ve months from when the financia5 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 inforn)atlon The trustees are responsible for the other information Contained within the annual ￿POrt. The other information comprises the information included in the annual report. other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other infomiation and, except to the extent otherwise expli¢rtly staled In our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and. in doing so, consider whether the other information is materially Inconsi5tenl with the financial statements or our knowledge obtained in the audit or otherwise appears lo be materially misstated. If we identify such material inconsistencies or apparent malenal misstatements, we are required to determine whether this gives rise to a material mi551atemenl in the financial statements themselves If, based on the work we have performed, we conclude that there 15 a material misstatement of this other infomiabon, we are required to report that fact. We have nothing to report In this regard. ST. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlled by guaranleo) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST. MARTIN'S (NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED Opinions on other mattar8 prescrlbed by the Companios Act 2006 In our opinion based on the work undertaken in the course of our audit the information given in the Iruslees, report, which includes the directors, report and the strategic report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial stalernenls,. and the strategic report and the directOTS' report included within the tru5tees' report have been prepared in accordance with applicable legal requirements. Mattern on whlch we are requlred to report by exceptlon In light of the knowledge and understanding of the charitsble company and Ils environment obtained in the course of the audit, we have not identified material misststement5 In the strategic report or the directors, report included within the trustees, report. We have nothing to report in respect of the followng matters in relakn'on to which the Companies Act 2006 requires us to report to you if. in our opinion." adequate accounting records have not been kept., or the financial statements are not in agreement with the accounting records and retums", or certain disclosures of trustees, remuneration specified by law are not made., or we have not received all the infomialion and explanations we require for our audit or the trustees were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small Companies exemption in preparing the trustees, report. Responslbllitio$ of trustoes As explained more fully in the trustees, responsibilities statement sel out on page 10, the trustee5 {who are also the direclors of the charitable company for the purposes of company lawl are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees detemiine is necessary lo enable the preparation of financial statements that are free from material mi5Stalement, whether due to fraud or error. In preparins the financial statements, the trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going con￿rn basis of accounting unless the trustees either intend to liquidate the chantable company or lo cease operations, or have no realistic allemative but to do so. Auditor's responslbillties for the audlt of the flnanclal statements Our objectives are to obtsin reasonable assurance about whether the financial statements as a whole are free from materi81 misstatement, whether due to fraud or error, and to issue an auditoff s report that includes our opinion. Reasonable assuran¢e is a high level of assurance, but is not a guarantee that an audit conducted in accordan￿ with ISAS IUKI wll always detect a material misslatemenl when il 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 f nancial statements. Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulab.ons are sel out below. A fvrther description of our responsibilities for the audit of the financial Statements is located on the Financial Reporting Council's website at.. ww.frc.o klaudilorsres onsibilities. This description forms part of our audiloff s report. Extent to whlch the audll wa$ ¢onsldered capable of detectlng Irregularitles, Including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and ST. MARTIN'S INORTHWOODI PREPARATORY SCHOOL TRUST LIMITED IA company limited by guornnteel INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST. MARTIN'S {NORTHWOOD) PREPARATORY SCHOOL TRUST LIiIIITED assessed the risks of material misslatemenl of the finanaal ststements from irregularities, whether due to frau¢J or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide basis for our opinion. We obtained an understanding of the legal and regulatory frameworks within which the charitable company operates, focusing on those laws and regulations that have a direct effect on the deteminalion of material amounts and disclosures in the financial statements, including financial reporting legislation and the Charities SORP IFRS 1021, and tax regulations. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement item$. In addition, we considered provisions of other law$ and regulations that do not have a direct effect on the financial statements bul compliance with which might be necessary to the charitable company's ability to operate or to avoid a material penalty. Auditing standards limit the required audit procedures lo identity non- compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, rf any. We also considered the opportunities and incentives that may exist within the charitable company for fraud. We identified the greatest risk of rnalerial impact on the financial statements from irregularities, including fraud, to within the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Finance and Operations Committee about their own idenb'fication and assessment of the risks of irregularities, sample testing on the posting of joumals, reviewing regulatory correspondence with the Charity Comrnission, Independent Schools Inspectorate, Ofsted and reading minutes of meetings of those charged with governance. Owing to the inherent limitations of an audit. there is an unavoidable risk that we may not have detected some material misslatemenls in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance wth laws and regulations lirregularitiesl is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, Intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-cornp15ance wth all laws and regulation5. Use of our report This report is made solely to the charitable company's members. as a body. in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might slate to the charitable company's members those matters we are required to stste to them in an auditorfs 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 bcyjy, for our audit work, for this report, or for the opinions we have fomied Dipesh Chhatralia Senior Statutory Auditor For and on behalf of Crowe U.K. LLP Slalutory Audito London Dale.. 27 March 2026 ST. MARTIN'S INORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantee) STATEMENT OF FINANCIAL ACTIVITIES IINCORPORATING AN INCOME AND EXPENDITURE ACCOUNTI FOR THE YEAR ENDED 31 AUGUST 2025 Unrestricted funds 2025 Unrest17Cted funds 2024 Note Income from: Donations and legacies Charitable activities Investments Total Income 8,901 6,466,665 210,160 22,466 6,609, 000 183.412 682487 Expenqliture on: Charitable activities Total expenditure 6.676,940 6.666. 105 6 676 940 666610 Not movement In funds 158 773 Total funds brought forward 12,834.226 12.675,452 Total funds carried forward 12843 011 12 834 225 The Statement of Financial Activities includes all gains and losses recognised in the year. The notes on pages 17 10 25 fonn part of these financial statements. ST. MARTIN'S INORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED (A company limited by guarantee) REGISTERED NUMBER: 0709159 BALANCE SHEET AS AT 31 AUGUST 2025 2025 2024 Note Fixed Assets Tangible assets Intangible Assets Assets under Constructlon Tangible Assets Intangible Assets 10a 10,979,289 34,786 9,334.688 10b 581, 699 45,837 11,014,075 9.962,224 Curront Assets Debtors stock Cash at Bank and in Hand Cash Investments 2,126,192 14,086 139,915 2,805,000 7,901,626 14.838 806. 000 3.905,000 12 16 16 5,085,193 6,627,464 Creditors.. amounts falling due within one year 13 13,040.936) (3,ItI,54T) Nel Current Assets 2,044,257 3,515,917 Total Assots18ss Current Liabiliti¢$ Creditors.. amounts falling due after more than one year 13,058,332 13,478, 141 {215,3211 (643,916) Total Net Assets Charfty Funds Unrestricted Funds 12,843,011 12,834,225 Total Funds The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements. nts were approved and aulhorised for issue by Ihe Trustees on 28 March 2026 If by-. financial statem si ed Mr Dearing Trustee Date.. 26 March 2026 The notes on pages 18 to 26 form part of these financial statements. ST. MARTIN'S INORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guaronlee) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 AUGUST 2025 Note 2025 2024 Cash fiows from cperatlng activiti06 Net cash used in operating activities 15 {482,637) 1,515,771 Cash Ilows from Invegtlng actlvltles Dividends, interests and rents from investments Purchase of tangible fixed assets Investment in tangible asset under construction Investment in intangible assets under construction 179,560 (1,463,008) 170,612 (261.275) (564,603) (13, 132) Net cash used in inve811ng acllvltlos 11,283,448) 1668.3981 Cash flows from flnancing activities Repayrnents of borrowing Net cash used In flnan¢lng actlvltles Change In ca8h and cash •qulvalents In the ye•r Cash and cash equivalents at the beginning of the year 11,766.0851 4,711.000 847,373 3. 863,627 Cash and cash equlvalents at the ond of the year 16 The notes cn pages 17 to 25 form part of these ff nancial statements ST. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED (A company limlted by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 General infomiation The charity is a public benefit entity and a private company limited by guarantee, registered in England and Wales and a registered charity in England and Wales. The address of the registered office is 40, Moor Park Road, Northwood, Middlesex, HA6 2DJ. Accountlng pollcles 2.1 8asls of preparalion of flnanclal statements The financial statements have been prepared in accordance wilh the Charities SORP {FRS 1021 Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charib.es preparing their accounts in accordance with the Financial Reporting Slandard applicable in the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. st. Martin's (Northwoodl Preparatory School Trust Limited meets the definition of a public benefrt entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transacbon value unless otherwise ststed in the relevant accounting policy. No provision has been made for corporation tsx or deferred lax as the charity is a registered charity and therefore exempt. 2.2 Critlcal accounting Judgements an(1 sour¢e8 of key estimation uncertainty In the application of the aC￿Unting policies, Trustees are required to make judgement, estimates. and assurnptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these esb'mates. The esb'males and undedying assumptions are reviewed on an ongoing basis. Revisions to accounting eslimotes are recognised in the period in which the ests.male is revised if the revision affects only that period, or in the period of the revision and future periods if the Tevision affected current and future periods In the view of the Trustees, no assumpts.ons conceming the ftjture or estimation uncertainty affecting assets or liabilities al the balance sheet dale are likely lo result in a material adjustment to their carrying amounts in the next financial year. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the School's financial statements. 2.3 Going concgrn As detailed in the Trustees, Report, the Trustees have reviewed and revised the School's financial forecasting light of the current economic climale, changes lo admission arrangements by local senior schools, fuel and utility pricing and the policies introduced by the new Government and their potential impact. Revised forecasts have been prepared together with cash-flows. based on the potential scenarios, with sensitivity analysis on the key assumptions. The cash flow modelling with sensitivity analysis indicates that the cash reserves of the School are adequate to meet the charity's obligab'ons as they fall due. Having regard to the above, the currenl cash positron, and the expected cash flow over the next 24 months the Governors have a reasonable expectation that the School has adequate resources lo continue its activities for the foreseeable future and consider that there were no material uncertainb'es over the School's financial viability. The School has agreed to merge with the Haberdashers, Elstree group of schools, with the change of control taking effect on 1 April 2026. A new governing body will be appointed at that date. FoLlo￿ng the merger, the structure and operations of the School will be reviewed, including opportunities for cost and efficiency savings through shared services. Accordingly, they continue to adopt the going concern basis in preparing the financial statements as outlined in the Statement of Trustees. Responsibilities ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED (A company Ilmlt•d by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 2.4 Income Al school Income is included in the statement of financial activities when entitlement has passed to it, it 15 probable that the economic benefits associated with the transacb.on will flow to the School and the amount can be reliably measured. The following specific policies are applied to categories of income". Fees receivable and charges for services and use of premises, less any allowan￿S, Scholarships. bursaries granted by the School are accounted for in the term to which it applies. This Is classified as unrestricted funds. Amounts received prior lo the balance sheet date for autumn term fees are recorded as fees received in advance, as are amounts re￿iVed for fvture periods under the Fees in Advance scheme. The income is recorded gross of the discount related to that period which is charged as finance cost to the same period. Income from donations or grants is recognised when there is evideno of entiuement to the donab'onlgrant, receipt is probable and its amount Can be measured reliably 2.5 Expenditure Expenditure is recognised on an accruals basis as a liability is incurred. Expenditure includes VAT which cannot be recovered, and is classified under headings of the ststemenl of financial activities lo which it relates.. Expenditure on education includes all costs incurred by the School in undertaking educatr'on that furthers ils charitable aims for the benefit of ils pupils, including those support costs and costs relating to the govemance of the charity apportioned to education. other expenditure includes all expenditure that is neither related to raising funds for the charity nor part of its expenditure on education All costs are allocated lo expenditure c8tegories reflecting the use of the resource. Direct costs attributable to education are allocated directly to education. 2.6 Fixed As88ts and Depreclallon Both tangible and intangible fixed assets are initially recognised at cost with a capitalisab'on threshold of £1,000. Depreciation is c81culated to write off the cost or valuation of an asset. less its residual value. over the useful economic life of that asset as follows.. Freehold buildings Plant Motor vehicles Fixtures and fittings Computers & Office equipment Sports Uniform and Equipment Marketing Materials and Website {Intansiblel -2% 10% 25% -20% -20% 50% -25% reducing balance straight line straight line straight line straight line straight line straight line 2.7 Impaimient of Fixgd Assets A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value eX￿edS the recoverable amount, the asset is impaired accord1ngly. Prior impairments are also reviewed ftsr possible reversal at each reporting date. For the purposes of impairment testing, when il is not possible lo estimate the ST. MARTIN'S INORTHWOODI PREPARATORY SCHOOL TRUST LIMITED (A company Ilmlted by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflow5 that are largely independent of the cash inflows from other assets or group5 of assets. 2.8 Debtors Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. 2.9 Stock Stock includes catering stock {bolh food and drink), marketing gifts and materials, staff fleeces and uniform items for resale. 2.10 Llabllltles and provisions Liabilities are recogni5ed when there is an obligation at the Balance sheet date as a result of a past event. it is probable that a transfer of economic benefit will be required in settlement, ané the amount of the settlement can be estimated reliably. 2.11 Flnanclal Instruments The Company only has ff nancial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially reeognised at transaction value and subsequenuy measured at their settleTnent value with the exception of bank loans which are subsequenly measured at amortised cost using the effective Interest method. 2.12 Pensions For teachers the School Contributes to the Teachers, Pension Scheme al rates set by the scheme actuary and advised to the School by the scheme administrator. Under the definitions sel out in FRS 102, the TPS is an unftjnded multi*mployer pension scheme. The School is unable lo identify ils share of the underlying assets and liabilities of the plan. Accordingly, the School has tsken advantage of the exemption in FRS 102 and has accounted for its contributions to the scheme as if il were a defined contribution scheme. For non-teaching stsff the School contributes to a defined contribution pension scheme. For the Teachers. Pension Scheme and for the defined contribution scheme the amount char9ed to the Statement of Financial Activities in ￿Spect of pension costs and other post-relirement benefits are the contributions payable in the year. Differences be￿een contributions payable In the year and contributions actually palé are shown as either accruals or prepayments in the balance sheet. 2.13 Fund Accounting General fvnds are unrestricted fvnds which are available for use at the discretion of the Trustees in furtheTance of the general objectives of the Company and which have not been designated for other purpose5. Income from donations and legacies Unrestrlcted Unrestricted fvnds funds 2025 2024 Donations and appeal re￿ip1S ST. MARTIN'S (NORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guarantsg) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 Income Irom charltable activities Unrestricted Unrestricted funds fvnds 2025 2024 Gross Schwl fees Less.. Bursaries, scholarships and other concessions 6.847, 866 6,707,735 {673,465) (341,099) 6,174,401 6,366,636 Other educational income Rental income from housing 241,850 50.414 208, 185 34,179 Investment Incorn Unrestrl¢tsd funds Unr8strictecl funds 2024 2025 Rentsl Income Bank interest 30,600 179,560 22, 800 170, 612 £24.27412024." £124,023) relates to interest received and accrued on Treasury Re$eNe Deposits. £151,24412024.' £14,859) relates to interest receive(l and accrued on the CCLA COIF Investment Fund. Analysls of expenditure Staff costs 2025 Other costs 2025 Total costs 2025 Total costs 2024 Ch?rtab18 activities- Education Teaching Premises Welfare 3,955,a28 273,377 235,639 525,960 315,580 480,463 194,954 695.939 4,270,608 753,840 430,593 1.221,899 4.315, 170 744, 688 415,071 1.191,176 Support costs Total Included within support costs are govemance costs tolalling £66,345 {2024". £52,194). ST. MARTIN'S {NORTHWOOOI PREPARATORY SCHOOL TRUST LIMITED IA company limit8d ty guaranlee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 Auditor's remuneration 2025 2024 Fees payable to the Company's auditor for the audit of the Company'$ annual accounts 19,700 18,7&1 Trustees. remuneratlon and expenses During the year, no Trustees received any remuneration or other benefits nor claimed for any expenses (2024 - £NIL). staff ¢08t8 2025 2024 Wages and salaries Social security costs Pension costs Other employee benefits 3,733.409 436.692 802,996 16,907 3. 797,348 403, 113 772,228 20.259 Key management personnel cOmpr￿Sed the senior leadership team. Aggregate employee benefits paid lo key management personnel in the year totalled £801,13912024'. £729,537) During the year, total redundancy and settlements made We￿ £34,91912024.' £54,159), of which £0 was outstanding at the year-end Total payments to the School's defined contribution ￿herne for non-teaching staff in the year was £172,980 12024.. £163,979) and for leaching staff in APTIS was £53,29512024. -1. Amoun1$ payable at year end totalled £11,74212024. £19,948). The average nurnber of persons employed by the Company during the yearwas a5 follows.. 2025 2024 No. No. Teaching linduding unqualified teaching and assistant51 Administration Domestic (Catering) Eslates (Cleaning outsourced) 85 10 10 74 io 10 ST. MARTIN'S INORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 The number of employees whose employee benefits (excluding employer pension costs) ex￿eded £60,000 was.. 2025 No. 2024 No. In the band £60.000- £69,999 In the band £70,000 - £79,999 In Ihe band £80,000 - £89,999 In the band £90,000 - £9g,999 In the band £110,000 - £119,999 In the band £130,000 - £139,999 In the band £140,000 - £149,999 108. Tangible Fixed Assets Freehold bulldlngs Planl Motor Fixturn Cornput•r Sport Assets vehicl• sand equlpment swear Under fittings & Constr equip. uctlon Totsl Cogt or Valuation At1 12,096,030 476,024 98.245 1.114,255 267,269 3.306 September 2024 Addibons Transfers lolfrom AUC Disposals At 31 August 13.896.341 641,327 98,245 1,193,348 267,269 3,306 2025 Depre¢latlo 581,699 14,636,828 1,358,482 25,433 441,829 139,870 79,093 1,463,008 1581,6991 16,099.836 At1 September 2024 Charge for year On disposa15 At 31 August 2025 Net Book value At 31 August 10,286,445 294,099 47,249 2025 At31 August 2024 3,421,965 306,530 29,622 779.178 179,840 3,306 4,720,441 187,931 40,698 21,374 116,483 33, 620 400,106 3.609.896 347.228 50,996 895,661 213,460 3,306 5,120,547 297.687 53,809 10,979,289 8,674,065 169,494 68,623 335.077 87.429 9,334, 688 23 ST. MARTIN'S INORTHWOODI PREPARATORY SCHOOL TRUST LIMITED {A company Ilmlted by guarnntoe) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 10b Intanglblg Assols Website & Marketlng Materlals Cost or Valuallon At 1 September 2024 Additions Disposals At 31 August 2025 53,205 53,205 Amortisation At 1 September 2024 Charge for Year 7,367 11,052 At 31 August 2025 18,419 Net Book value At 31 August 2025 At 31 August 2024 34,786 45,837 11. Debtors 2025 2024 Trade debtors Prepayments and accrued income other debtors 1,780,078 181,035 165,079 1,717.745 183,881 The Prepayments and accrued income figure include the Trips PTepaymenls amount of £27,44412024'. 18,5991. The Other debtors is made up of VAT Capital Goods Scheme which will be recovered over 10 years in equal instalments. 12 stock 2025 2024 Stock 14.086 14.838 ST. MARTIN'S {NORTHWOODI PREPARATORY SCHOOL TRUST LIMITED (A ¢ompany Ilmlted by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 13. Credltors.. Amounts falllng due wlthln one year 2025 2024 Trade creditors other taxation and social securlty other creditors Fee deposits Advanced fees Accruals 133.974 371.614 67.133 304,700 2.108.709 54,806 193, 104 104,977 96,542 317,200 2.348, 586 51,138 111547 The Advanced fees includes an amount relating lo lump sums paid to the School as advance payment of future fees in the next academic year 202512026 of £326,38712024. £420.5521 14. Croditors: Arnounts falling duo after more than one ygar 2025 2024 Fees in Advance Scheme 215,321 643,916 15. Retonclllatlon ot net movement In fund8 to net ca8h flow from operatlng activilies 2025 2024 Net incorne for the period las per Statement of Financial Activiliesl Adjustments for: Depreciation charges Loss on disposal of assets Dividends, interests and rents from investments IlncreasellDecTease in debtors Increasellde¢reasel in ¢reditors Iln¢reasellDecrease in stock 411.157 389, 684 2, 588 {179,5601 (170, 612) {224,5661 80,448 1499.2061 1.069, 728 752 114,8381 Net cash provlded by operating activitie8 77 16. Analysis of cash and cash equivalents 2025 2024 Cash in hand Treasury Reserves CCLA COIF Investment Fund 139,915 806,000 1,250, 000 2.655,000 2 805,000 ST. MARTIN'S INORTHWOOD) PREPARATORY SCHOOL TRUST LIMITED IA company Ilmlted by guaranteg) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 17. Related partles During the year family members of key management We￿ employed by the School on arm's length basis and received remuneration and benefits lotalling £43,06912024", £52.875}. 18. Pension commltments The School participates in the Teachers, Pension Scheme 1.the TPS'I for most of ils teaching staff. The TPS pension charge for the year includes contributions payable to the TPS of £577.50912024." £612.4431 and al the year-end £54,371 12024 - £76,036) was accrued in respect of contribution5 to this scheme. The TPS is an unfunded mulli*mployer defined benefits pension scheme governed by The Teachers, Pensitsns Regulations 2010 las amended) and The Teachers, Pension Scheme Regulations 2014 las amended) Members contribute on a °pay as you go basis with contributions from members and the employer being credited to the Exchequer. Retirement and other pension benefits are paid by public funds provided by Parliament. The employer contribution rate is sel by the Secretary of Slate following scheme valuations undertaken by the Governrnent Actuary's Department The most recent actuarial valuation of the TPS was prepared as at 31 March 2020 and the Valuation Report was published in October 2023. The Valuation Report shows notional assets of £222.2bn and liabilities of £262bn. resulting in a scherne deficit of £39 8bn. The employer contribution rate for the TPS is 28.6%, and employers are also required to pay a scheme dministration levy of 0.08% giving a total employer contribub.on rate of 28.680kn. 19. Future capltal commitments At 31 August 2025, the School had future capital commrtments of £012024. £956,694> 20. Posl Balance Sheet Event Following an approach in earty summer 2025, the Govemors of St Martin's School entered into due diligence discussions with Haberdashers, Elslree Schools I"Habs'l regarding a PToposed merger. Due diligence was completed in November 2025. and a Change of Membership Agreement (COMA) was signed. The intended merger was publicly announced on 1 December 2025. Under the agreement, a change of control will tske effect on 1 April 2026, with fvll merger integration expected to be completed within the following 12 months From that dale, a new goveming body will be established for Sl Martin's School, chaired by a Habs-appoinled governor and comprising representatives from both organisalions. The merger is expected lo strengthen the long-term sustsinability of St Martin's School through shared resources, enhanced operational alignment and strategic collaboration. There is no impact on the financial position at the balance sheet date.