OpenCharities

This text was generated using OCR and may contain errors. Check the original PDF to see the document submitted to the regulator.

2025-08-31-accounts

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

Company No: 00018582 Charity Registration No: 313999

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

INDEX

PAGE
Reference and administrative details 1 - 2
Trustees’ report (incorporating the strategic report) 3 - 34
Report of the independent auditor 35 - 40
Consolidated statement of financial activities (incorporating income and 41 - 43
expenditure account)
Consolidated balance sheet 44 - 45
Charitable company balance sheet 46
Consolidated cash flow statement 47
Consolidated statement of net debt 48
Notes to the financial statements 49 - 97

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITABLE GROUP, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 AUGUST 2025

Company registered number 00018582 Charity registered number 313999 Registered and principal office of the Worldwide House Charitable Group Thorpe Wood Peterborough PE3 6SB Chief executive officer Sir Jon Coles Company secretary Mrs Alison Hussain Bankers Barclays Bank PLC One Snowhill Snowhill Queensway Birmingham B4 6GN Solicitors Hewitsons LLP Elgin House Billing Road Northampton NN1 5AU Stone King LLP 91 Charterhouse Street London EC1M 6HR Independent auditor Grant Thornton UK LLP Statutory Auditor 8 Finsbury Circus London EC2M 7EA

Page 1

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITABLE GROUP, ITS TRUSTEES AND ADVISERS (Continued) FOR THE YEAR ENDED 31 AUGUST 2025

Senior Management team and Sir Jon Coles, Chief Executive Officer key management personnel Mr Ben Antell, Director of Secondary Academies (as at 1 September 2025) Mrs Fiona Boulton, Director of Independent Schools Mrs Kate Bradley, Director of HR Mr Darran Ellison-Lee, Director of Primary Academies Mrs Suzanne Howard, Director of Professional Development Mrs Louise Johnston, Chief Financial Officer Ms Anna Paige, Head of Strategy and Performance Ms Lauren Thorpe, Chief Transformation Officer

Trustees Mr Andrew Balfour (appointed 2 May 2025) Mr Christian Brodie (Chair) Sir Jon Coles (appointed 18 March 2025) Mr David Brown Mrs Melissa Geiger (appointed 18 March 2025) Dr Rosalind Given-Wilson (appointed 18 March 2025) Mr Benjamin Gordon Dame Reena Keeble (appointed 18 March 2025) Mr Neil MacDonald Dr Ourania Marandos (appointed 18 March 2025) Mr Paul Mustow (appointed 13 February 2025) Mr Christie Spurling

Biographies for the Trustees and Senior Management team can be found at www.unitedlearning.org.uk

Page 2

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

The Board presents its report together with financial statements for the year ended 31 August 2025.

About United Learning

The roots of the United Learning Group can be traced back nearly 140 years. Over this period, we have always focused on meeting the most important social and educational challenges of the day, with the aim of providing excellent education to children and young people across the country. We seek to improve the life chances of all the children and young people we serve and make it our mission to bring out 'the best in everyone' - pupils, staff, parents and the wider community.

We provide a broad education, which prepares children and young people to progress in learning and to make a success of their lives. We focus sharply on the evidence of what makes it more likely that children and young people will progress and succeed, apply that to our practice and continue to learn and develop our schools. We make it a priority to provide teachers with excellent professional support and development, so that every child receives an excellent experience.

Our strength as a group of schools lies in the unique collaboration between the state and independent sectors, in our national reach and growing local clusters and in our dedication to excellence and to continuous improvement. We believe that each of our schools is and should be distinctive – each is committed to developing its own strengths and identity while sharing our core values, common principles and a commitment to the highest standards.

As of 31 August 2025, United Learning - the trading name of the Charitable Group - comprises 14 independent schools operated within United Church Schools Trust (“UCST”), 92 state sector academies and 2 standalone nurseries operated within United Learning Trust (“ULT”) and a central office function that serves all our schools. Together, the Group’s schools educate around 75,000 children and young people and employ nearly 12,000 members of staff.

Constitution and objects

United Learning Ltd is registered with the Charity Commission (No. 313999) and is constituted as a company limited by shares and registered in England and Wales, governed by Memorandum and Articles of Association, which were last amended in 2025.

The Company is established for charitable purposes and in accordance with its Memorandum of Association; its principal activity is to provide a liberal, practical and general education for children which includes religious instruction in the doctrine and duties of Christianity.

Details of the schools and academies operating within United Learning and its subsidiaries ('the Charitable Group') are listed later in this report.

Members of the Board (hereafter called "Trustees")

The present membership of the Board is set out under Reference and Administrative Details. All Trustees served throughout the year except where indicated. They are also the Directors of the Charitable Company for the purposes of the Companies Act.

Page 3

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

All members of the board hold one ordinary share in the Charitable Company each for as long as they are members of the Board. Each share held by a Trustee carries 100 votes. The LGB Chairs of the Group’s schools each hold one ordinary share in the Charitable Company, subject to certain eligibility criteria and Trustee approval. A share held by an LGB Chair carries 1 vote. The Trustees of the Charitable Company also hold 12,987 non-voting shares. The shares have no value.

Appointment of Trustees

Members of the Board of Trustees hold office for three years. The Board may re-appoint Trustees for two further periods of three years.

The Charitable Company may increase or reduce the number of Trustees and determine their rotation. Any casual vacancy arising may be filled by the Board, the person holding office until the next General Meeting.

The training and induction provided for new Trustees is dependent upon their existing experience. Where necessary, induction will provide training on charity and educational legal and financial matters. All new Trustees are given tours of the Charitable Group's schools and academies and the chance to meet with staff and students. They are provided with copies of policies, procedures, minutes, accounts, budgets, plans and other documents that they will need to undertake their role as Trustees. Induction is tailored specifically to the individual. The Company Secretary works with the Trustees to identify training needs and steps to keep the Trustees updated regarding the regulatory environment.

Trustees' indemnities

In accordance with normal commercial practice, United Learning has insurance in place to protect Trustees and Officers from claims arising from negligent acts, errors or omissions occurring whilst on United Learning business.

Page 4

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategic report

Strategies and activities

The principal object of the Charitable Group is to advance for the public benefit education in the United Kingdom, in particular but without prejudice to the generality of the foregoing by establishing, maintaining, carrying on, managing and developing schools offering a broad curriculum with a strong emphasis on, but in no way limited to either one, or a combination of the specialisms specified in the Relevant Funding Agreements, in all cases to include religious instruction in the doctrine and duties of Christianity, principally the same as are taught by the Church of England but also sensitive to the teachings, attitudes and practices of other Christian Communions and Denominations.

Operating review

Framework for Excellence

Our ‘Framework for Excellence’ is at the heart of everything we do at United Learning. It sets out the five key principles that we believe are vital to an excellent education for children and young people.

Objectives, strategies and activities

The Best from Everyone

Our aim is to bring out the best in everyone. So, we must expect the best from everyone, all the time. Every child is a special individual, capable of extraordinary things. Who can know the limits of any child’s potential?

So, we expect unreasonably – we constantly challenge children to do what they think they can’t, to persist, to work hard and to be at their best.

From every adult we expect the same: that they are at their best, expect unreasonably of themselves, are determined and resilient and pass those expectations on to the children in all they do. We act with the utmost love, care and good faith – the highest standards come with the greatest attention to the wellbeing of all.

Powerful Knowledge

Our most important purpose is to teach young people things they would not learn outside school, which free them to think and act more powerfully in their lives. Words and numbers are our most powerful ways of representing the world. Mastery of language and fluent mathematical skills are therefore our top priority. We aim to prepare young people to make a success of their lives: a core entitlement to subject-based learning; the development of talents; an understanding of work and society.

Worthwhile learning is often hard. Inspiring teaching is what gives access to difficult concepts and the thrill of intellectual discovery. Powerful knowledge is not static or backward-looking. It includes the ability to critique, challenge the status quo, think and learn.

Page 5

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Education with Character

Academic success is very important. Exam passes are an important aspect of that. But there is more to a good education. Our schools also aim to develop character, compassion and service. Young people are expected to contribute to their school and to society; to try things which they think they cannot do; to persist in the face of difficulty; to become resilient in overcoming obstacles; to manage themselves; to work independently on things which challenge them; to work with others and in teams; to be courageous and caring; to lead.

We want young people to look back on a joyful schooling which has inspired and challenged them, given them wide opportunity and prepared them for the ups and downs of life.

Leadership in Every Role

Our children are leaders of the future. We expect them to start today - taking advantage of structured opportunities to lead and taking responsibility for themselves and others. Every adult in the school is a leader. In every word, tone and gesture, they set direction and expectation. We expect every adult to take responsibility and the initiative to do what is right for the children.

All those in formal leadership positions create the climate in which others work. They demand the highest standards, build a performance culture, develop their teams and create the space for others to lead. All leaders listen, grow relationships, act with integrity and care and expect the best from themselves and others in building a happy, confident school.

Continuous Improvement

However good we are, we can be better. We constantly look for improvements and implement them with pace. We look for ideas for improvement inside the organisation and out; we observe one another; we steal good ideas with pride and look to make them better; we work together to improve. We always look at the evidence and are rigorous in evaluating impact. We stop or change things which aren’t working; we improve things which are. We aim for high leverage: high impact for low effort and low cost. We constantly look to have more impact for less cost and effort and to spend every pound wisely.

Achievements and performance

We continue to follow our five-year strategy, agreed in 2021 and covering the period 2021-2026.

We have a number of performance indicators against which we assess our success and progress in achieving our objectives, covering:

Progress against non-financial indicators is set out below, against the relevant areas of our strategy. (Reporting includes all schools that joined United Learning before September 2024.)

Page 6

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Great places to learn

Our schools aim to bring out the best in their pupils, regardless of their starting points or backgrounds, through developing the whole person and preparing young people for success at school and in their lives, through excellent pastoral care and through the quality of relationships and the environment in which their pupils learn.

Our approach to curriculum and teaching, which is seen in all United Learning schools, emphasises deep, subject-based learning, designed to enable young people to master complex ideas and techniques. Every school in the group receives the challenge and support they need to ensure that across the curriculum, young people access this entitlement, building a strong conceptual framework to which new ideas are added in a logical sequence through skilled teaching, based on Rosenshine’s principles of instruction. Over the course of the year, we have continued to develop our United Learning Curriculum as a non-compulsory but comprehensive high-quality set of resources and materials available to all teachers in the group.

Academies

Performance across our primary academies improved at a rate faster than the national average between 2024 and 2025 and now equals or exceeds the national average across all statutory measures:

Performance across our secondary academies at GCSE and A level showed improvements in nearly all key measures compared to 2024. At GCSE, where performance nationally remained stable or slightly declined, our academies increased their lead over the average across state funded schools. At A Level, our academies' performance dropped slightly below the national average. We expect value added at this level to be strong however, given a drop in the prior attainment of the A Level cohort.

At GCSE:

At A-Level:

27% of students who left our academy sixth forms in summer 2025 progressed to Oxbridge or to Russell Group university destinations, with a further 14% progressing to a ‘top third’ university outside of this group (41 % in total, compared to 37% in 2024 ). 5% of students progressed to an apprenticeship ( 5% in 2024 ).

Page 7

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

In common with the national picture, increasing attendance was a priority for our schools in 2024-25. Attendance at both primary and secondary improved relative to 2023-24, to 94.1% at primary and to 91.54% at secondary but remains below pre-pandemic norms and a priority for further improvement in 2025-26.

Independent Schools

At GCSE:

Overall, at GCSE our schools achieved value-added of 0.62 (meaning that students achieved on average more than half a grade higher in every subject than would have been predicted from their starting point). This was an increase on 2024, when value-added across our schools was 0.55.

At A-level:

These results mean our schools remain significantly above the national average for all 18 year olds in England, with the gap widening in 2025 despite an overall increase in results nationally.

Overall, at A level our schools achieved value-added of 0.22 (meaning that students achieved on average just over a fifth of a grade higher in every subject than would have been predicted from their starting point).

58% of students who left our independent school sixth forms in summer 2025 progressed to Oxbridge or to Russell Group university destinations, with a further 13% progressing to a ‘top third’ university outside of this group (71 % in total, compared to 69% in 2024 ).

Our ‘Pupil Charter’ sets out the experiences our schools commit to providing their pupils, through their curricular and co-curricular offer. Children and young people from across our schools participated in a number of Group-wide events and initiatives during the year such as the annual International Art Competition, the Story SLAM creative writing competition and Student Leadership Programme for primary and secondary pupils. A highlight of the year was the Magic Flute Project which was delivered in partnership with the Royal Ballet and Opera and aimed to introduce pupils to opera and the performing arts. Over 2,200 pupils participated in this national project which began with a ‘Big Sing’ takeover of the Royal Opera House in April and culminated in three regional performances in June and July (in London, Cambridge and Manchester).

Inspections by Ofsted and ISI of our schools reflected strong outcomes and the high-quality education they provide.

Page 8

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

In September 2024, Ofsted changed the way it graded schools, removing overall judgements and instead providing graded judgements for each individual area assessed. In total, 23 of the Charitable Company's schools were inspected over the course of the year, 10 of which were graded inspections. Of the graded inspections:

All but one of the Charitable Group’s schools which have been inspected as part of the Group were judged ‘Good’ across all categories or better by the end of the 2024-25 academic year.

Four of the Charitable Group’s independent schools (Guildford High School, Banstead Preparatory School, Rowan Preparatory School, and Lincoln Minster School) were inspected by ISI during the year. Each school met the standards. Inspectors found ‘areas of significant strength’ at three schools: Guildford High School, Banstead Preparatory School and Rowan Preparatory School.

Each year we survey pupils and parents regarding their experience of our schools. In surveys carried out in November 2024:

Great places to work

Our schools aim to bring out the best in every colleague, through excellent professional development, a highquality working environment and resources and strong relationships with students and other colleagues, so that every child and young person has a wonderful experience of school and every adult has a meaningful role and the opportunity to develop their career.

In 2024 we set out our commitment to teachers in our academies: More Pay, More Time, More Support:

Page 9

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Recruitment to our initial teacher training has remained extremely strong. During 2024-25 353 people trained to become teachers with United Teaching and were recommended for Qualified Teaching Status. We have achieved our highest ever enrolment for 2025-26, with 420 trainee teachers starting in September 2025.

Retention improved over the course of the year. Voluntary turnover fell during 2024-25, to 12.5% for teachers (2024: 14.5%) and to 13.3% for support staff (2024: 14.8%).

We continue to deliver high quality professional development programmes to colleagues within and beyond United Learning through our Teaching School Hubs (Paddington Academy for Central London and Glenmoor and Winton Academies for Swindon and Wiltshire), both of which were reaccredited in 2023-24 for a further three years. We also deliver apprenticeships, with courses tailored for support staff colleagues working in the education sector (Teaching Assistant, Early Years Educator, HR Support) and a teacher apprenticeship delivered through United Teaching.

Notable achievements this year include:

We are continuing our work to increase the proportion of black and minority ethnic leaders in the group so that progress into senior leadership positions is representative of our staffing profile overall. In 2024-25 10% of senior staff in our Group were from a minority ethnic background; a significant improvement from only 3.8% in 2019 but below the 14.6% currently across the workforce as a whole.

Each year we survey staff regarding their experience of working in our schools. In the survey carried out in November 2024 our overall ‘engagement’ score (based on a core set of questions) increased to 80% (November 2023: 79%). Responses across other key questions also improved, for example:

Great group to join

We aim to offer high-quality support to our schools across school improvement, the ‘back office’ and in relation to compliance.

Page 10

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Over the course of the year, we welcomed two academies and one independent school to our Group:

Academies

Independent

Great contribution beyond the group

We aim to make a great contribution beyond United Learning, to have a positive impact on our local communities beyond our schools, on the national education system and on the wider world through our commitment to sustainable operations.

Over the course of the year, the Board made the decision to establish United Communities as a registered charity, marking a significant milestone in our journey to broaden and deepen this work. The charity is a subsidiary of UCST, and operations commenced in September 2025. Our work is underpinned by asset-based community development, which builds on the strengths, skills and leadership within communities.

We now support the development of 22 community hubs, with 13 considered established including 2 youth and community centres on school sites and 9 in their second year of development. These hubs reflect local contexts and are led by residents, schools and partners working together to create inclusive spaces for connection, support and opportunity. This year, 32 schools signed up to our community hub development programme, starting in September 2025.

In 2024-25, United Communities' hubs collectively facilitated:

Overall hub attendances more than doubled compared to 2023-24, reflecting the growing momentum and impact of our community development approach. Youth and children's activities were the most common activity type in 2024-25, reflecting a strong focus on increasing opportunities for social development and out of school enrichment. Resident led activity has started to emerge across our most established hubs, signalling a shift towards communities mobilising their own strengths to lead local change.

Page 11

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

As part of our commitment to the wider education system and with the aim of making a contribution towards the improvement of education generally across the country, we make available our expertise and resources to schools beyond United Learning for example:

We are committed to ensuring our operations are sustainable and seek to minimise our impact on the environment and climate. We aim to engage all members of our schools’ communities in developing a sustainable approach to their work and activities, through the environmentally prudent management of buildings and operations, collaboration with suppliers to reduce indirect environmental impacts, and environmental programmes and education for its employees and pupils.

Over the past year, we have made progress through investment in our estate and a range of initiatives and activities, for example:

At a national level, our central team played a key role in developing the DfE funded Sustainability Support for Education website, launched in September 2024. By July 2025, the site had already reached over 3,000 registered users, providing practical guidance for schools across the country to start and develop climate action.

Public benefit

The Trustees confirm that they have referred to the Charity Commission’s guidance on public benefit when reviewing the Charitable Company’s aims and objectives and in planning future activities for the year and consider that the Charitable Company's aims are demonstrably for the public benefit.

Page 12

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Going concern

After making appropriate enquiries, including full consideration of the impact of the current economic climate, the Board of Trustees has a reasonable expectation that the Charitable Group has adequate resources to continue in operational existence for the foreseeable future, being at least twelve months from the date of approval of these financial statements.

The financial results for the year were underpinned by strong pupil numbers and the overall growth of the Charitable Group. Despite the introduction of VAT on independent school schools, the loss of business rates for the independent schools, the increase in national insurance and pay inflation strong cash reserves were maintained. The Charitable Group is therefore in a position to be able to absorb the surplus reduction in the independent schools in the short-term, with reviews continuing to identify efficiencies and savings to be made in order to restore surplus margins.

Various cash flow scenarios have been modelled for the period to 28 February 2027. The worst-case scenario uses pessimistic assumptions including for UCST potential pupil number reductions resulting from the imposition of VAT and high costs of living, and the model builds in higher levels of inflation and increased costs. However, even in these scenarios the Charitable Group continues to have adequate cash reserves to meet its liabilities as they fall due during the forecast period. In preparing these forecasts, management have considered the different levers available to them, such as operating cost savings and the timing of capital expenditure, which can improve working capital at the lower points in the headroom available, notwithstanding that these remain positive throughout. The Charitable Group has available to it a wide range of contingency measures which it could use to reduce costs should that prove necessary.

Cash flow models and the levers available to the Charitable Group have enabled management to conclude that there is no material uncertainty in management’s going concern assessment.

Therefore, based on the current financial position and latest forecasts, the robustness of cash flow management and the level of financial reserves available in the cash flow scenarios, the Board of Trustees are confident that the Charitable Group has adequate resources to continue to operate for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the Accounting Policies.

Financial Review

During the year, most of the Charitable Group's income was obtained from the DfE in the form of grants for ongoing running expenses and for fixed asset expenditure and also from parents paying independent school fees. The total surplus for the year amounted to £10m ( 2024 surplus £77.1m ). Included within these results was an actuarial deficit on defined benefit pension schemes of £4.3m ( 2024: gain of £3.6m ), and a further £11.5 ( 2024: £4.4m ) of FRS 102 adjustments on the same LGPS schemes.

The Charitable Group is not liable to pay corporation tax.

As a result, and as detailed in the going concern review and the following funds and reserves sections, the Charitable Group continues to be in a financially secure position.

Page 13

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

The independent schools operated by the Charitable Group during the year were as follows:

AKS Ashford School Banstead Preparatory School Chafyn Grove Coworth Flexlands School Dunottar School Embley Godolphin Guildford High School Lincoln Minster School Rowan Preparatory School St. Ives (Haslemere) Surbiton High School The Royal School (closed 31[st] August 2025) Tranby

UCST is the sponsor of ULT. ULT's aim is to fund and manage a group of academies under the government initiative. Academies opened/joined to date are:

Manchester Academy September 2003 The Elms Academy September 2004 Northampton Academy September 2004 Salford City Academy September 2005 Barnsley Academy September 2006 Paddington Academy September 2006 Sheffield Park Academy September 2006 Sheffield Springs Academy September 2006 Walthamstow Academy September 2006 North Oxfordshire Academy September 2007 William Hulme's Academy September 2007 Swindon Academy September 2007 Stockport Academy September 2007 Accrington Academy September 2008 Midhurst Rother College January 2009 Kettering Buccleuch Academy September 2009 Shoreham Academy September 2009 The Regis School January 2012 Southway Primary School January 2012 Beacon View Primary Academy January 2012 Hanwell Fields Community School February 2012 The Cornerstone Academy April 2013 Corngreaves Academy June 2013 Timbertree Academy June 2013 Nova Hreod Academy January 2013 Wilberforce Primary September 2013 Winton College September 2013

Page 14

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Wye School September 2013 Glenmoor School September 2013 The Victory Primary Academy September 2013 Grange Primary Academy September 2013 Abbey Hey Primary Academy December 2013 Silverdale Primary Academy January 2014 Cravenwood Primary Academy April 2014 Seahaven Academy April 2014 Goresbrook School September 2014 Richard Rose Central Academy September 2014 Richard Rose Morton Academy September 2014 The Hurlingham Academy January 2015 High Hazels Academy January 2015 Walthamstow Primary Academy September 2015 Langford Primary January 2016 The Totteridge Academy November 2016 Hunningley Primary Academy June 2017 Bank End Primary Academy June 2017 Hill View Primary School October 2017 Newstead Wood School October 2017 The Hyndburn Academy November 2017 Bacon’s College March 2018 Castle View Academy March 2018 Orchard Meadow Primary School September 2018 Pegasus Primary School September 2018 Windale Primary School September 2018 Dukesgate Academy February 2019 Irlam and Cadishead Academy February 2019 Marlborough Road Academy February 2019 The Albion Academy February 2019 Longshaw Primary Academy April 2019 Salisbury Manor Primary Academy April 2019 Whittingham Primary Academy April 2019 Winston Way Academy April 2019 Avonbourne Boys’ Academy August 2019 Avonbourne Girls’ Academy August 2019 Cambridge Academy for Science and Technology September 2019 Coleridge Community College September 2019 Parkside Community College September 2019 Trumpington Community College September 2019 The Galfrid School September 2019 The John Roan School September 2019 Ham Dingle Primary School September 2019 Sedgehill Academy September 2019 Marsden Heights Community College November 2020 The Lowry Academy March 2022 Avonwood Primary March 2022

Page 15

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

Fulham Primary November 2022 Queen’s Manor Primary November 2022 Sulivan Primary School November 2022 Holland Park School January 2023 Ernest Bevin Academy March 2023 Huish Episcopi Academy June 2023 Campion School September 2023 Chilimington Green School September 2023 Brentnall Academy October 2023 Glebe Primary November 2023 George Elliott December 2023 Hartshill Academy December 2023 Heath Lane Academy December 2023 Nuneaton Academy December 2023 Conisborough College April 2024 Cadishead Primary Academy July 2025 Fir Vale Academy July 2025

Funds (see reserves policy)

Unrestricted funds were mainly derived from school fees receivable for the independent schools, other educational related activities, investment income, other donations and from gift aid payments from the trading subsidiaries, ULT Trading Company Limited and The Church Schools Trading Company Limited. The surplus for the year on unrestricted funds (before transfers between funds) was £17.5m ( 2024: £25.7m ).

The restricted general funds were mainly derived from grants from the DfE in relation to the academies. The deficit for the year (before transfers between funds) was £6.0m ( 2024: surplus of £47.7m ).

The restricted fixed asset fund forms part of the restricted fund, these were derived mainly from DfE capital grants and academy fixed assets transferred from other charities and on conversion. The deficit for the year (before transfers between funds) was £16.8m ( 2024: surplus of £45.8m ).

The restricted pension fund (before transfers between funds) shows a surplus for the year of £1.4m ( 2024: £5.6m ).

The endowment fund showed a surplus during the year of £2.8m ( 2024: £Nil ).

At 31 August 2025, the net book value of tangible fixed assets was £1,507.5m ( 2024: £1,055.9m ) and movements in tangible fixed assets are shown in Note 13 to the financial statements.

The Charitable Group held £77.7m ( 2024: £179.8m ) of cash at bank and in hand, with net current assets of £23.4m ( 2024: £52.6m ).

Page 16

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

The Charitable Group held fund balances of £1,1208m ( 2024: £1,110.8m ) comprising £890.0m ( 2024: £896.9m ) of restricted fixed asset funds, a restricted pension fund deficit of £Nil ( 2024: £1.4m ), £21.6m ( 2024: £20.5m ) of other restricted funds, an unrestricted pension fund deficit of £0.7m ( 2024: deficit of £0.8m ) and £109.2m ( 2024: £111.3m ) of other unrestricted funds.

The fund balances are adequate to fulfil the obligations of the Charitable Group. To achieve the development plan objectives and for other major capital projects for the academies, the Charitable Group remains dependent on the provision of additional capital grants from both the DfE and any sponsors. The restricted funds can only be used for the specific purpose for which they have been given to the Charitable Group.

Fundraising

In support of the strategic aim to make a great contribution beyond the group, we have adopted a more proactive approach to fundraising to support the growing work our schools are undertaking within their local communities.

In the financial year 2024-25, nine United Learning schools collectively raised £262k ( 2023-24: £137k ). This was primarily through grants from organisations such as Active Partnerships, the National Lottery, Kellogg’s, and Tesco, alongside donations from private individuals, local councils, and corporate partners including M&S, Dunelm, and Morrisons. To support schools in their fundraising efforts we appointed a Fundraising and Development Lead during 2024-25.

During 2024-25 the Board agreed to establish United Communities as a registered charity.

We also work with partners and suppliers from time to time to offer fundraising packages for specific events and programmes such as our annual student and staff award ceremony and group-wide performances.

Our schools occasionally fundraise for themselves or charities via events such as performances, non-school uniform days and school fairs. We have not engaged third-party fundraisers to carry out fundraising activities on our behalf in 2024-25.

Occasionally, the Group is approached by trusts or individuals who are interested in working with us and we will provide them with programme and funding information in order to explore funding opportunities that meet both parties' objectives and ethos.

We are members of the Fundraising Regulator Fundraising Preference Service to monitor our fundraising complaints. We did not receive any complaints this year.

Plans for future periods

Future developments

Two schools have recently joined the Charitable Group, Sale High School in Greater Manchester on 1 October 2025 and Montsaye Academy in Northamptonshire on 1 December 2025.

In the next twelve months, the Charitable Group will continue to grow primarily in its existing cluster locations.

Page 17

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Strategies and activities (continued)

The Charitable Group will continue to strive to improve the levels of performance of its students at all levels and will continue its efforts to ensure its primary students are well prepared for their secondary education and its secondary students are able to get jobs or a place in further or higher education once they leave its schools.

Funding

The Trustees are satisfied that the Charitable Group's assets attributable to each of its individual funds are available and adequate to fulfil its obligations in relation to those funds.

Fixed assets

The Board is of the opinion that in aggregate the market value of the land and buildings, the precise amount of which is not quantified, exceeds the book value of the assets.

Principal risks and uncertainties

During the year under review, the Trustees and Senior Executives have formally identified, and documented, the major risks to which the Charitable Group is exposed. Those risks have been reviewed by the Risk and Audit Committee, and risk management strategies have been implemented. Risk management is embedded in the day-to-day processes of the Charitable Group. The Directors have assessed the major risks to which the Charitable Group is exposed, in particular those related to the operations and finances of the Charitable Group and are satisfied that systems and procedures are in place to mitigate our exposure to the major risks.

The principal risks and uncertainties include:

Safeguarding

To ensure that pupils are safe, feel safe and are fully supported in this respect by their school, and to reduce the risk of child protection issues the Charitable Group has Safeguarding and Child Protection policies in place. These policies, which are available online, also provide a framework for its schools to develop secure processes for identifying and supporting pupils at risk of abuse. The implementation and effectiveness of these policies and procedures, which adhere to Department for Education guidelines on safeguarding and child protection, are regularly monitored and reviewed.

Cyber Security

In order to reduce the risk of data breaches and loss of access the Group has Information Security policies in place, supported by regular training (including at induction and annual refreshers) and guidance for staff. Specific software, practices and processes are mandated across all the Charitable Group’s schools to reduce opportunities for security breaches and mitigate the impact of any loss. The implementation and effectiveness of the approach are regularly monitored and reviewed, including through periodic stress testing.

People

The Charitable Group depends on the recruitment and retention of high-quality teachers and support staff to achieve its objectives but currently operates in a challenging recruitment market. To mitigate the risk of not being able to recruit and retain high-quality staff the Charitable Group’s pay agreements for all staff are competitive within the sector, United Teaching is increasingly delivering a supply of quality teachers, and the

Page 18

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Principal risks and uncertainties (continued)

Group-wide recruitment and retention handbook includes policies and advice for schools, including in relation to promoting diversity and inclusion. The Charitable Group invests in the development of its staff, including through provision of bespoke leadership development programmes and apprenticeship programmes for support staff, delivered through our own training provider.

Financial Pressures

The Charitable Group is reliant upon Government funding in its academies and, upon the parents paying its school fees promptly within its Independent schools. An economic downturn could have a direct impact on parents' ability to pay their fees. The imposition of VAT from January 2025, loss of business rate relief and the increase of National Insurance from April 2025 have had a significant impact on the finances of the Charitable Group’s Independent schools.

A large proportion of the Charitable Group’s costs relate to staffing and are relatively fixed each year. In order to mitigate the risk that a reduction in school budgets impacts negatively on a schools’ effectiveness or pupil outcomes, senior management and the Directors aim to keep abreast of proposed changes to funding streams and closely monitor all costs against budgets and benchmarks on a monthly basis. Variance analysis is undertaken to consider the impact of varying income and costs when budgets are being prepared and through monthly management accounts and reforecasts, and action plans are prepared and implemented to address any adverse impacts. All the Charitable Group’s schools use the Group’s curriculum led financial planning tool to support decisions about efficient staffing.

Financial risk management objective and policies (continued)

Fraud

The Charitable Group is alert to the risk of fraud involving its employees or external parties. The Group’s AntiFraud policy and response plan is reviewed annually and shared with all employees at the start of each year. School procedures are reviewed regularly as part of our programme of internal audit visits, with reports shared with the Board’s Risk and Audit Committee.

Data protection

In order to ensure that its schools are compliant with all relevant data protection legislation to mitigate the risk of access or loss of personal data, the Charitable Group carries out regular training on key aspects of the data protection framework, including annual refresher training for all staff. The Group’s Company Secretary is the Charitable Group’s Data Protection Officer and works with school-based colleagues to ensure that policies and procedures are up to date and to share resources and effective practice.

Business continuity

The Charitable Group requires all its schools to have in place a business continuity plan; to manage the risk to operations in the event of a major incident; these are reviewed as part of the cycle of internal audit visits. A major incident escalation process is in place and communicated to schools. To further support the effectiveness of business continuity the Executive carried out training and a scenario exercise during the year and based on that have developed an overarching Business Continuity Policy and management system framework.

Page 19

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Principal risks and uncertainties (continued)

Pensions

The Charitable Group also belongs to the Local Government Pension Scheme ("LGPS") run by the relevant Local Authority for non-teaching staff. Under the application of FRS 102, the contributions made by the Charitable Group to these funded defined benefit schemes currently results in pension deficits recorded in the Statement of Financial Activities. Under FRS 102, the Charitable Group is required to account for the retirement benefits when it is committed to provide them, even if the actual provision will be many years into the future. Whilst FRS 102 may be seen as a better reflection of the obligations of the employer to fund pension promises to employees, it does not reflect the actual accounting arrangements of the Pension Fund. It requires the Charitable Group to recognise the total value of all pension obligations that have accumulated (including deferred pensions) as at 31 August each year.

A better reflection of a pension fund's actual position comes from the more detailed triennial assessment made by the fund actuary. This assesses and examines the ongoing financial position of the Pension Fund. The actuarial valuation can differ considerably from the FRS 102 valuation. It is the triennial actual valuation that is used to review contribution rates to the Fund from the Charitable Group, to ensure that existing assets and future contributions will be sufficient to meet future pension payments and thus creates a risk in terms of increased contribution rates.

With regards to the LGPS risk senior management review the accounting reports prepared annually by the respective schemes’ actuaries, and Parliament has agreed that in the event of an academy or multi-academy trust closure, any outstanding LGPS liabilities would be met by the DfE.

Financial risk management objectives and policies

The Charitable Group uses various financial instruments including loans, cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Charitable Group's operations.

The main risks arising from the Charitable Group's financial instruments are liquidity risk and interest rate risk, and compliance with the facilities covenant tests.

Liquidity and cash flow risks are managed through the appropriate and carefully managed use of financial instruments with our principal bankers.

Financial risk management is managed by the central office finance department who act as the Charitable Group's treasury function ensuring that surplus funds are deposited so as to maximise interest receivable. In addition, it uses the Charitable Group's facilities in the most efficient manner.

Those facilities are designed to ensure that the Charitable Group has sufficient available funds for day-to-day operations and for planned expansion and capital expenditure.

The Charitable Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.

Page 20

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Financial risk management policies and objectives (continued)

Policies

Reserves

The Charitable Group’s reserve and funding policy is to maintain the level of available liquid funds required to support the strategic five-year goals of the Charitable Group and to cover any unforeseen circumstances including those covered by the Trust’s risk management processes. When setting the appropriate level of reserves and funding Trustees are conscious that in-year funding relates to the pupils currently in schools and should be used in line with the Charitable Group’s objectives, as well as to deal with unforeseen circumstances.

With this over-riding principle and also considering the size of the Charitable Group, its financial position, the economic landscape and the guidance of both the DfE and Charities Commission, the ULT Trustees believe the appropriate level of Academies’ restricted general reserves and unrestricted reserves to hold is between 3% and 7% of total recurrent operating income. The UCST Trustees consider that the appropriate level of available liquid funds to hold is equivalent to one month’s expenditure on charitable operating activities. To achieve this each school is set an in-year budget target which ensures adequate resources including for estates and digital infrastructure investment as per their individual five-year plans.

As at 31 August 2025 ULT’s retained restricted general reserves and unrestricted reserves totalling £59.3m equate to 10.5% of recurrent operating income which exceeds the target level and so the Trustees plan to continue to use these reserves over the next five financial years to invest in school building and IT infrastructure and to fund strategic initiatives in line with this policy.

UCST’s available liquid funds as at 31 August 2025 totalled £50.9m ( 2024: £113.2m ) of which £30.3m ( 2024: £63.1m ) relates to fee invoices raised and settled for multiple years education, the balance adequately covers one month’s expenditure on charitable operating activities of £14.3m ( 2024: £12.9m ).

Trustees therefore consider the current level of reserves and future investment plans, to be appropriate and in line with each charities’ policies.

Combining the above at the Charitable Group level at 31 August 2025 there were available liquid funds of £123.1m ( 2024: £179.8m ).

Total reserves as at 31 August 2025 are £1,120.8m ( 2024: £1,110.8m ) made up of retained restricted and unrestricted reserves, unrestricted reserves of £206.1m ( 2024: £195.5m ), restricted fixed asset funds of £890.0m ( 2024: £895.9m ), a restricted pension fund deficit of £Nil ( 2024: £1.4m ), other restricted funds totalling £21.6m (2024: £20.5m) and an Endowment fund of £3.1m ( 2024: £0.3m ). Retained unrestricted reserves increased during the year due to well managed budgeting and financial controls ensuring the aims of the Charitable Group were met. During the year, £4.1m ( 2024: £4.4m ) was transferred from the restricted DfE general fund and £6.9m (2024: £4.5m) from the unrestricted fund to the restricted DfE fixed asset fund as part of a 5-year plan to refresh technology and maintain the Academies’ estate.

Page 21

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Financial risk management policies and objectives (continued)

Investment policy

Funds that are required within five years will be held in a mixture of fixed term deposit accounts, notice deposit accounts, money market and instant access current accounts. Funds that are not required to be drawn upon for five years or more will be held in long-term investment funds managed externally by appointed fund managers. The Charitable Group has appointed Brewin Dolphin and CCLA to manage these investments. The aim of the investments is to maximise total return (net of fees) growing the portfolio at least in line with the Group’s operational cost increases which are largely driven by teachers’ pay inflation, and to re-invest investment income to the fund therefore increasing the value of the fund over time. Investment managers integrate environmental, social and governance aspects into their decision making on behalf of the Group.

Access policy

The Charitable Group works very hard to offer education to as many pupils as possible throughout England. Through its bursary policy it widens the number of pupils attending UCST schools. By setting up, sponsoring and working very closely with ULT, pupils in state funded academies enjoy the same educational resources available throughout United Learning’s schools. All the Group’s schools can access United Hub which enables teachers at any of the schools in the Group to collaborate, share resources and challenges, all positively impacting on workload.

Bursary policy

The ability to offer education to children of families who would not be able to afford the school fees is very important to United Learning. As a result of the desire to help children in this way the Charitable Group continued to operate its schemes of means tested financial assistance and its separate schemes of scholarships and family discounts, where parents have more than one child at one of our schools.

Means tested assistance is available to those who would not otherwise be able to afford the fees and, equally importantly, in cases of hardship where pupil’s education or future prospects might be at risk. Bursaries range in value from 5% to 100% of the school fee. During the year UCST granted £1.1m ( 2024: £0.8m ) to pupils attending its schools under means tested assistance. This equated to 0.8% of gross fees received ( 2024: 0.5% ). Further details of our bursary policy and how to apply are on our website.

In addition, during the year, UCST granted £271k ( 2024: £253k ) of discounts from the £4m Hardship Fund originally set up in lockdown to support those families at our independent schools who found themselves unable to pay school fees as a result of the pandemic.

Environmental policy

United Learning recognises that good environmental management must be an integral and fundamental part of its corporate business strategy and good educational practice. The Charitable Group therefore aims to ensure that its work is sustainable and seeks to avoid negative impact on the environment and climate. It is committed to reducing the carbon emissions associated with its operations, towards a goal of carbon neutral.

Page 22

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Financial risk management policies and objectives (continued)

United Learning seeks to engage all members of the school community in developing a sustainable approach to their work and activities so as to help it achieve its aims. The Charitable Group’s commitment includes the environmentally prudent management of its buildings and operations, collaboration with suppliers to improve its indirect environmental impacts, and environmental programmes and education for its employees and pupils.

Streamlined Energy and Carbon Reporting

Consumption (kWh) and Greenhouse Gas emissions (tCO2e) Totals

The following figures show the consumption and associated emissions for this reporting year for the Charitable Group’s operations, with figures from the previous reporting period included for comparison.

Scope 1 consumption and emissions relate to direct combustion of natural gas, and fuels utilised for transportation operations, such as company vehicle fleets.

Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased electricity in day-to-day business operations.

Scope 3 consumption and emissions relate to business travel. For 2024-25 this has been calculated on the basis of fuel use across fleet owned/leased by our schools (a change in methodology from 2023-24).

Totals

The total consumption (kWh) figures for energy supplies reportable by the Charitable Group are as follows:

Utility and Scope 2024/25 2023/24
UK Consumption (kWh) UK Consumption (kWh)
Grid-Supplied Electricity (Scope 2) 39,503,735 41,126,530
Gaseous and other fuels (Scope 1) 61,370,909 60,523,545
Total 100,874,644 101,650,075

The total emission (tCO2e) figures for energy supplies reportable by the Charitable Group are as follows. Conversion factors utilities in these calculations are detailed in the reporting methodology:

Utility and Scope 2024/25 2023/24
UK Consumption (tCO2e) UK Consumption (tCO2e)
Grid-Supplied Electricity (Scope 2) 6,992.16 8,515.25
Gaseous and other fuels (Scope 1) 11,234.65 11,124.27
Transport fuel 942.94 264.98
Total 19,169.75 19,904.50

Figures have been updated to reflect the restatement made for 2023/24 regarding natural gas data improvements.

Page 23

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Streamlined Energy and Carbon Reporting (continued)

Intensity Metric

An intensity metric of tCO2e - Total number of pupils per the October census has been applied for the annual total emissions of the Charitable Group.

The methodology of the intensity metric calculations is detailed below, and results of this analysis are as follows:

Intensity Metric 2024/25 2023/24
UK Intensity Metric UK Intensity Metric
tCO2e/Number of pupils (excl. transport) 244.93 271.20
tCO2e/Number of pupils (incl. transport) 257.60 274.48

Reporting Methodology

Scope 1 and 2 consumption and CO2e emission data has been calculated in line with the 2019 UK Government environmental reporting guidance. The following Emission Factor Databases consistent with the 2019 UK Government environmental reporting guidance have been used, utilising the current published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for reporting year 1 September 2024 to 31 August 2025.

Estimations undertaken to cover missing billing periods for properties directly invoiced to the Group were calculated on a kWh/day pro-rata basis at meter level. These estimations equated to 6.96% of reported consumption. These full year estimations were applied to 48 electricity supplies and 52 gas supplies.

Intensity metrics have been calculated using total tCO2e figures and the number of pupils across the Charitable Group’s schools.

Total number of pupils per October 2024 census 74,417 ( 2023: 72,419 ).

The Charitable Group’s reported intensity metric has decreased between 2023-24 and 2024-25 by 17.26 kgCO ₂ e per pupil.

There are key factors driving the change in emissions:

Page 24

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Streamlined Energy and Carbon Reporting (continued)

Reporting Methodology (continued)

It should also be noted that there has been an increase from 2023-24 to 2024-25 in the proportion of the supply that has had to be estimated (from 7% to 10% of reported consumption). This has primarily been caused by issues with obtaining accurate consumption data from suppliers – specifically long-term billing issues by the electricity supplier. It is not possible at this point to state whether this estimation has the effect of increasing or decreasing reported consumption. Measures are being taken to further improve data collection for future reporting and efforts will be made to re-state previous emissions as more data becomes available.

Pay policy for key management personnel

The Nominations and Remuneration Committee (details below) has responsibility for approving Executive salaries and remuneration. In considering Executive pay, the Committee takes account of the needs of the organisation for skills, experience and personal capabilities to enable it to achieve its objectives and the price of such skills in the labour market. The Committee considers that in order to attract and retain leaders with the skills to achieve organisational objectives, senior pay must be competitive in the marketplace, taking account of the pay rates of comparably senior and skilled employees in other organisations – particularly in comparable organisations in education, in public service and in the charitable sector, and taking account of the transferability of skills into other sectors.

The Committee considers annual pay in relation to the performance of the organisation, and of individuals against their objectives and in their broader contribution and in any changes to job.

Equal opportunities

The Trustees recognise that equal opportunities should be an integral part of good practice within the workplace. The Charitable Group aims to establish equal opportunities in all areas of its activities, including creating a working environment in which the contribution and needs of all people are fully valued.

Employee involvement and the employment of the disabled

Employees have been consulted on issues of concern to them by means of regular consultative committee and staff meetings and have been kept informed on specific matters directly by management. Regular meetings are held with staff in our schools to brief them on major issues and discuss local issues. Each school also ensures that all staff are kept fully briefed through a variety of mechanisms, including notice boards, newsletters and the school Intranet. In addition, staff have the ability to access the United Learning website and intranet, United Hub, for more information.

All new staff joining United Learning are fully inducted and annually the Group runs two induction programmes, lasting two days, for new staff to United Learning. United Learning carries out exit interviews for all staff leaving the organisation and has adopted a procedure of upward feedback for senior management and the Trustees.

Page 25

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Employee involvement and the employment of the disabled (continued)

United Learning has implemented a number of detailed policies in relation to all aspects of personnel matters including:

United Learning has in place a National Recognition Agreement with the main teaching and support unions. Regular joint meetings of the Joint Negotiating Committee (‘JNC’) are held with this group where matters of mutual interest are discussed and agreed upon.

The union members of the JNC report back to their members through locally appointed representatives.

In addition, local meetings are held in the school where the Head meets with the local representatives to discuss and agree any local issues. Each school also ensures all staff are kept fully briefed by using a variety of methods including staff meetings and newsletters.

In accordance with United Learning’s Equal Opportunities policy, United Learning has long established fair employment practices in the recruitment, selection, retention and training of disabled staff. Full details of these policies are available from United Learning’s offices.

Details of the United Learning’s Gender Pay report can be found on its website at unitedlearning.org.uk.

United Learning Trust trade union facility time

The tables below set out ULT’s trade union facility time data for the period from 1 April 2024 to 31 March 2025.

Relevant Union Officials

Total number of the Academy Trust employees who were relevant union officials during the relevant period (1 April 2024 to 31 March 2025).

Number of employees Full time equivalent employee number
97 90.70

Page 26

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Relevant Union Officials (continued)

Percentage of time spent on facility time

The percentage of their working hours that relevant unions’ officials spent on facility time is as follows:

Percentage of time Number of employees
0% 55
1%- 50% 42
51%- 99% -
100% -

Percentage of pay bill spent on facility time

Percentage of the total pay bill spent on facility time 0.03%

Paid trade union activities

As a percentage of total paid facilities time hours, the amount of time spent by relevant trade union officials during the relevant period on paid trade union activities.

Time spent on trade union activities as a percentage of total
paid facilitytime hours		 30.73%

Section 172 Statement

The Charitable Company’s and Group’s purpose is to promote excellent education, providing strong schools which enable all young people to make a success of their lives. The Board, senior leadership team and other employees take a values-based approach to strategic, financial and operational decision making in line with this purpose and with the requirements and expectations of Section 172. Strategic priorities – informed by our long-term vision and strategy, outcomes for pupils and other key performance measures – are discussed with the Board at the start of each year. The Board sets key performance indicators and targets relating to those priorities and monitors performance against these at each Group Board meeting. They also receive reports at each Board meeting highlighting any notable successes or concerns at school level. SubCommittees, as described in the Governance Statement, meet to enable scrutiny of a wider range of data and reports and to review progress against the strategic objectives.

The Charitable Company and Group has a strong focus on promoting collaboration between its schools and on enabling staff to connect with colleagues across the organisation. It operates a wide range of staff networks, from subject networks to function and specialist networks, which meet regularly (generally virtually) and support the sharing of knowledge and practice. We hold termly leadership forums bringing all Headteachers together and an annual Leadership Conference engaging Heads and Chairs. Each year a group-wide induction is provided to new staff – the Best in Everyone induction – prior to the start of term, which introduces new employees to the trust and the opportunities for their professional development. Employees’ views are sought through the annual staff survey, results of which are shared with the Board together with any action planned at a group level in response; all schools develop their own annual action plans.

Page 27

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Section 172 Statement (continued)

Trustees take steps to understand the needs and priorities of our key stakeholder groups in a number of ways. Each year the Charitable Group carries out stakeholder surveys: in 2024 we surveyed staff, parents and pupils (key results are included in the strategic report). The results of these surveys are shared with the Board together with any action planned at a group level in response; all schools develop their own annual action plans.

Throughout the year Trustees take opportunities to visit schools, including discussion with staff and pupils. Notes of these visits are shared with the Executive Team and with the Board. The Board has named Trustees to act as the key link between the Board, the education teams and the Local Governing Bodies (LGBs) – one for primary and one for secondary. These Link Trustees also attend termly ‘Chairs Forum’ meetings with the chairs of LGBs. Guidance in relation to our LGBs makes clear the importance of having parent representation at a local level. More widely, the Charitable Group ensures that key information, policies and procedures are shared with its regulators (the Department for Education and the Information Commissioner’s Office) as necessary.

The Trustees consider relationships with suppliers through their oversight of the Group procurement policy and Modern Slavery statement. The Group procurement strategy describes how the Charitable Group manages its suppliers based and criticality, how it deals with performance issues and how it works with suppliers to continually improve performance and identify new and better ways of delivering services.

Governance of the Charitable Group

United Learning Ltd has two subsidiary charitable companies, United Church Schools Trust (‘UCST’) which is responsible for running the Charitable Group’s Independent Schools and United Learning Trust ('ULT'), which is responsible for running the Charitable Group’s Academies. The Trustees of UCST and ULT have delegated their powers and functions to a committee of both Boards known as the Group Board. All Trustees from both UCST and ULT are members of the Group Board. The Group Board has formally met 9 times during the year. Attendance during the year at the meetings of the Group Board was as follows:

Group Board Meetings Out of a possible
attended
Mr Christian Brodie, Chair 9 9
Mr Andrew Balfour 2 3
Mr David Brown 8 9
Sir Jon Coles 9 9
Ms Karima Fahmy 6 9
Mrs Melissa Geiger 9 9
Dr Rosalind Given-Wilson 6 9
Mr Ben Gordon 8 9
Dame Sue John 3 9
Dame Reena Keeble 9 9
Mr Neil MacDonald 8 9
Dr Rania Marandos 6 9
Mr Paul Mustow 3 6
Mr Christie Spurling 9 9

Page 28

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Governance of the Charitable Group (continued)

The Board of Trustees delegates clear responsibilities to the Schools’ Local Governing Bodies (“LGBs”), whose purpose is to provide support and challenge to the school on behalf of the Board. The functions and duties of the LGBs are set out in the LGB Members’ Handbook. The Group Board maintains links with the LGBs through the Company Secretary, and designated Trustees for the schools. The Chairs and Vice Chairs of the LGBs are invited to attend termly Chair’s Forum meetings, which provide opportunities for Trustees to share key strategic updates, for Chairs to input to matters relating to strategy and education, and for relevant continuing professional development and the opportunity (including for sharing of best practice). These forums further enhance communications between LGBs and the Trustees.

Conflicts of interest

The Charitable Group has a policy for managing conflicts of interest which covers processes for the recording of business and pecuniary interest and the recording of gifts and hospitality, whether accepted or not. The business interests of the Trustees and LGB members are published on our website. The Trustee’s register of interests is included in the papers for every meeting, and the Trustees are asked to declare any further interests at the start of each meeting. Our procurement policy requires employees to check the register of business interests prior to making procurement decisions. Where there is a potential for any perceived or real conflict of interest the policy requires staff to declare it the earliest opportunity and remove themselves from any decisionmaking process.

Review of governance

The Board conducted a self evaluation exercise in February 2025. This consisted of a questionnaire and a discussion at a Board meeting. The exercise concluded that the Board was operating effectively. The key themes discussed were the Board’s approach to stakeholder engagement, continuing to ensure the timeliness of papers and the balance of skills and expertise on the Board. The Board agreed to continue with their school visits and to use future recruitment to ensure the Board continues to have necessary skills and expertise. The last external review took place in the academic year 2023/24.

Board Committees

The Group has five committees, which advise on matters defined by their terms of reference. The Committees are the Finance Committee, the Risk and Audit Committee, the Nominations and Remuneration Committee, the Education Standards and Performance Committee and a Group Investment Committee that was set up during the year. The minutes of all committees are made available to the Board of Trustees at meetings of the Group Board, and any matters of concern are highlighted.

The Finance Committee’s purpose is to:

Page 29

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Governance of the Charitable Group (continued)

Board Committees (continued)

Attendance at meetings in the year was as follows:

Committee member Meetings attended Out of a possible
Mr Christian Brodie 5 5
Mr David Brown 3 5
Mr Ben Gordon 5 5
Mr Neil MacDonald, Chair 5 5

The Risk and Audit Committee’s purpose is to:

The Chair of the Risk and Audit Committee during the year was Ms Karima Fahmy. Following her resignation on 31 August 2025 Melissa Geiger chaired the September and November 2025 meetings, Andrew Balfour took chair from 11[th] December 2025.

Attendance at meetings in the year was as follows:

Committee member Meetings attended Out of a possible
Mr Andrew Balfour 3 4
Mr Paul Bird 2 4
Ms Karima Fahmy 4 4
Mrs Melissa Geiger 4 4
Mr Yong Shen 3 4

Nominations and Remuneration Committee’s purpose is to:

Attendance at meetings in the year was as follows:

Committee member Meetings attended Out of a possible
Mr Christian Brodie 4 4
Mr Benjamin Gordon, Chair 4 4
Dame Sue John 2 4
Dr Rania Marandos 3 4

The Committee is advised by the Director of HR and the company secretary as appropriate.

Page 30

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Governance of the Charitable Group (continued)

Board Committees (continued)

The Group Education Standards and Performance Committee’s purpose is to:

Attendance at meetings in the year was as follows:

Committee member Meetings attended Out of a possible
Mr Christian Brodie 3 3
Sir Jon Coles 3 3
Dr Rosalind Given-Wilson 2 3
Dame Sue John 2 3
Dame Reena Keeble, Chair 3 3
Mr Christie Spurling 3 3

The Group Investment Committee was set up in this academic year and held its first meeting in March. Its purpose is to evaluate and recommend for approval to the Group Board the strategy for investment of the Group’s funds in particular by:

Attendance during the year at meetings was as follows:

Committee member Meetings attended Out of a possible
Mr Christian Brodie 1 1
Mr Neil MacDonald, Chair 1 1
Mr Yong Shen 1 1

Page 31

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Governance of the Charitable Group (continued)

The Purpose of the System of Internal Control

The system of internal control is designed to manage risk to a reasonable level rather than to eliminate all risk of failure to achieve policies, aims and objectives; it can therefore only provide reasonable and not absolute assurance of effectiveness. The system of internal control is based on an ongoing process designed to identify and prioritise the risks to the achievement of the Charitable Company's policies, aims and objectives, to evaluate the likelihood of those risks being realised and the impact should they be realised, and to manage them efficiently, effectively and economically. The system of internal control has been in place in the Charitable Company for the year from 1 September 2024 to 31 August 2025 and up to the date of approval of the annual report and financial statements.

Capacity to Handle Risk

The Board of Trustees has reviewed the key risks to which the Charitable Group is exposed, together with the operating, financial and compliance controls that have been implemented to mitigate those risks. The Board of Trustees is of the view that there is a formal ongoing process for identifying, evaluating and managing the Charitable Group’s significant risks that has been in place for the year 1 September 2024 to 31 August 2025 and up to the date of approval of the annual report and financial statements. This process is regularly reviewed by the Board of Trustees.

The Charitable Group has a risk register that identifies the key strategic risks facing the Charitable Group, the actions taken to mitigate those risks and the owners of those actions. Risk control is exercised by the senior management team, which reviews the risk register on a monthly basis. The Risk and Audit Committee considers the risk register at each of their meetings. Its views are reported to the Group Board via the Committee’s minutes and the Chair's reports. Further details of the key risks are shown in the principal risks and uncertainties section on pages 18 to 20.

The Risk and Control Framework

The Charitable Company’s system of internal financial control is based on a framework of regular management information and administrative procedures including the segregation of duties and a system of delegation and accountability. In particular, it includes:

Page 32

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Governance of the Charitable Group (continued)

The Group employs an Internal Auditor and a Head of Internal Audit who have a direct reporting line to the Chair of the Risk and Audit Committee. The Internal Audit service follows best practice professional standards and guidelines. Internal Audit independently and objectively reviews, on a continuous basis, the extent to which the internal control environment supports and promotes the achievement of the Charitable Group’s objectives, and contributes to the proper, economic, efficient, and effective use of resources.

Internal Audit's role includes giving advice on internal controls and performing a range of checks on the Charitable Group’s core financial systems. An increased level of control checks were carried out in the year including increased testing of school level key controls, covering local governance, procurement, income, cash management, human resources, payroll and fixed assets.

Furthermore, testing of non-financial systems and central office functions were conducted, including reviews of the organisation’s whistleblowing arrangements, anti-fraud arrangements, recruitment of overseas staff, student route arrangements, DfE Mock Funding and a review of cyber security in relation to mobile and remote working.

On a quarterly basis, the Head of Internal Audit reports to the Board of Directors through the Risk and Audit Committee on the operation of the systems of control and on the discharge of the Board of Directors' financial responsibilities and prepares an annual summary report to the Committee outlining the areas reviewed, key findings, recommendations and conclusions to help the Committee consider actions and assess year on year progress. The reports include an update on the progress of implementing audit actions and the action plan for any recommendations still to be implemented.

For the year ended 31 August 2025, based on the work undertaken, an internal audit opinion of good assurance was given on the adequacy and effectiveness of the organisation’s risk management, internal control and governance arrangements.

These arrangements can provide only reasonable and not absolute assurance that assets are safeguarded, transactions authorised and properly recorded, and that material errors or irregularities are either prevented or would be detected within a timely period.

Chief Executive

The Trustees delegate the day-to-day responsibility of the running of the Charitable Group to the Chief Executive.

Connected charities

There is a relationship between United Learning Ltd and other charities as set out in note 31.

Page 33

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

TRUSTEES' REPORT INCORPORATING THE STRATEGIC REPORT FOR THE YEAR ENDED 31 AUGUST 2025

Statement of Trustees’ (collectively known as the Board) responsibilities

The Trustees (who are also directors of United Learning Ltd for the purposes of company law) are responsible for preparing the Trustees’ Report (incorporating the Strategic Report) and the financial statements in accordance with applicable law and regulations.

Company law requires the Trustees to prepare financial statements for each financial year. Under that law the Trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under company law the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Charitable Company and Group and of its incoming resources and application of resources, including the income and expenditure, of the Charitable Company and Group for that period.

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

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

The Trustees confirm that:

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

The Trustees’ Report (incorporating the Strategic Report), was approved by order of the board of Trustees, as the Company Directors, and signed on the Board's behalf by:

Mr Christian Brodie, Trustee

13/2/2026

Page 34

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

Opinion

We have audited the financial statements of United Learning Ltd (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the year ended 31 August 2025, which comprise the Consolidated Statement of Financial Activities (incorporating the Income and Expenditure Account), the Consolidated Balance Sheet, the Charitable Company Balance Sheet, the Consolidated Cash Flow Statement and notes to the financial statements, 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 have been appointed as auditor under the Companies Act 2006 and report in accordance with regulations made under that Act. 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 group and the parent charitable company 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

We are responsible for concluding on the appropriateness of the trustees’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and the parent charitable company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent charitable company to cease to continue as a going concern.

Page 35

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

In our evaluation of the trustees’ conclusions, we considered the inherent risks associated with the group’s and the parent charitable company’s business model including effects arising from macroeconomic uncertainties such as high inflation, we assessed and challenged the reasonableness of estimates made by the trustees’ and the related disclosures and analysed how those risks might affect the group’s and the parent charitable company’s financial resources or ability to continue operations over the going concern period.

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

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

Our responsibilities and the responsibilities of the 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, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

Page 36

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and the parent charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report included in the Trustees’ Report.

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 Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees’

As explained more fully in the Statement of Trustees’ (collectively known as the Board) responsibilities set out on page 34, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees’ determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees’ are responsible for assessing the group’s and the parent charitable company’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 group or the parent charitable company or to cease operations, or have no realistic alternative but to do so.

Page 37

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Page 38

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

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

Page 39

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNITED LEARNING LTD

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 state to the charitable company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent charitable company and the parent charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Dean

Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London

Date: 13/2/2026

Page 40

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Note
Income
Income from donations
Voluntary income
5
Net assets transferred to
or from other charities
and on
conversion
7
Income from charitable
activities
School fees receivable
2
Other educational related
activities
3
Grants from Department
for Education
4
Rents and lettings
Other income
Income from other
trading activities
Trading income
Income from
investments
Investment income
6
Other income
Losses on disposals of
tangible fixed assets
Total income		 Unrestricted
Restricted
funds
funds
£'000
£'000
6,921
23
467
5,965
135,253
-
47,298
-
-
576,851
653
-
-
110
6,903
-
6,706
-
(1,899)
(3,817)
202,302
579,132		 Unrestricted
Restricted
funds
funds
£'000
£'000
6,921
23
467
5,965
135,253
-
47,298
-
-
576,851
653
-
-
110
6,903
-
6,706
-
(1,899)
(3,817)
202,302
579,132		 Endowment
funds
£'000
2,807
-
-
-
-
-
-
-
-
-		 Total
2025
£'000
9,751
6,432
135,253
47,298
576,851
653
110
6,903
6,706
(5,716)		 Total
2024
£'000
13,913
63,603
127,711
37,010
528,922
1,097
570
6,417
6,780
(9,183)
776,840
202,302
579,132		 2,807 784,241
Acquired operations
Continuing operations
Discontinued operations		 4,162
195,325
2,815
8,102

571,030

-		 2,807
-
-		 15,071
766,355
2,815		 113,146
663,694
-

The notes on pages 49 - 97 form part of these financial statements.

Page 41

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Note
Expenditure
Expenditure on
raising funds
Trading expenditure
Expenditure on
charitable activities
School and academy
operating costs, project
management and
finance costs
Total expenditure
8		 Unrestricted
funds
£'000
1,395
184,611		 Restricted
funds
£'000
-
585,174		 Endowment
funds
£'000
-
-		 Total
2025
£'000
1,395
769,785		 Total
2024
£'000
1,339
703,282
704,621
186,006 585,174 - 771,180
Acquired operations
Continuing operations
Discontinued operations		 1,610
179,468
4,928		 1,845
583,329
-		 -
-
-		 3,455
762,797
4,928		 41,419
663,202
-

The notes on pages 49 - 97 form part of these financial statements.

Page 42

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Note
Net incoming/
(outgoing) resources
before investment
gains and transfers		 Unrestricted
funds
£'000
16,296		 Restricted
funds
£'000
(6,042)		 Endowment
funds
£'000
2,807		 Total
2025
£'000
13,061		 Total
2024
£'000
72,219
Acquired operations
Continuing operations
Discontinued operations		 2,552
15,857
(2,113)		 6,257
(12,299)
-		 2,807
-
-		 11,616
3,558
(2,113)		 71,727
492
-
Net gains/(losses) on
Investments
Transfers between
funds
Net income resources
before other
recognised
gains and losses
Actuarial gains on
defined benefit
pension schemes
29
Net movement in
funds for the year		 1,248
(6,859)		 (1)
6,859		 -
-		 1,247
-		 1,288
-
73,507
3,633
77,140
10,685
(69)		 816
(4,260)		 2,807
-		 14,308
(4,329)
10,616 (3,444) 2,807 9,979
Acquired operations
Continuing operations
Discontinued operations		 2,552
8,057
7		 6,257
(9,701)
-		 2,807
-
-		 11,616
(1,644)
7		 71,727
5,413
-
Funds brought forward
at 1 September 2024
Funds carried forward
at 31 August 2025		 195,478 915,003 277 1,110,758 1,033,618
1,110,758
206,094 911,559 3,084 1,120,737

The notes on pages 49 - 97 form part of these financial statements.

Page 43

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

CONSOLIDATED BALANCE SHEET AS AT 31 AUGUST 2025

Note
Fixed assets
Intangible assets
12
Tangible assets
13
Investments
11
Current assets
Stocks
14
Debtors
15
Investments
16
Cash and cash equivalents
26
Creditors: amounts falling due
within one year
17
Net current assets
Total assets less current liabilities
Creditors: amounts falling due
after more than one year
18
Net assets excluding pension
liability
Defined benefit pension scheme
liabilities
29
Total net assets		 £'000
296
76,138
45,298
77,766		 2025
£'000
1,157
1,057,526
39,633		 £'000
280
67,782
-
179,766		 2024
£'000
1,456
1,055,942
13,237
1,098,316
23,424		 1,070,635
52,619
199,498
(176,074)		 247,828
(195,209)
1,121,740
(224)		 1,123,254
(10,228)
1,121,516
(714)		 1,113,026
(2,203)
1,120,802 1,110,823

The notes on pages 49 - 97 form part of these financial statements.

Page 44

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

CONSOLIDATED BALANCE SHEET AS AT 31 AUGUST 2025

Note
Capital
Called up share capital
20
Capital funds
Endowment fund
21
Income funds
Restricted funds
Restricted general funds
23
Other restricted funds
23
Pension reserve
23
Unrestricted funds
22
Pension reserve
22
Designated funds
22		 £'000
910,670
889		 2025
£'000
65
3,084
911,559
206,094		 £'000
915,527
889		 2024
£'000
65
277
915,003
195,478
911,559
-		 916,416
(1,413)
204,816
(714)
1,992		 194,276
(790)
1,992
1,120,802 1,110,823

13/2/2026

The financial statements were approved by the Board and authorised for issue on and signed on its behalf by:

Mr Christian Brodie, Trustee

The notes on pages 49 - 97 form part of these financial statements.

Page 45

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD (FORMERLY KNOWN AS UNITED CHURCH SCHOOLS FOUNDATION LTD) AND ITS SUBSIDIARY UNDERTAKINGS

CHARITABLE COMPANY BALANCE SHEET AS AT 31 AUGUST 2025

Note
Fixed assets
Tangible assets
13
Investments
11
Current assets
Debtors
15
Cash and cash equivalents
Creditors: amounts falling due
within one year
17
Net current liabilities
Total assets less current liabilities
Creditors: amounts falling due
after more than one year
18
Net assets
Capital
Called up share capital
20
Capital funds
Endowment fund
21
Income funds
Restricted funds
23
Unrestricted funds
22
Designated funds
22		 £'000
130
-		 2025
£'000
165,143
746		 £'000
-
3		 2024
£'000
167,970
759
165,889
(56,251)		 168,729
(47,026)
130
(56,381)		 3
(47,029)
109,638
-		 121,703
(10,000)
109,638 111,703
65
277
817
108,458
21		 65
277
830
110,510
21
109,638 111,703

The Charitable Company generated a deficit for the year of £2.0m (2024: £4.9m).

The financial statements were approved by the Board and authorised for issue on and 13/2/2026 signed on its behalf by:

Mr Christian Brodie, Trustee

The notes on pages 49 - 97 form part of these financial statements.

Page 46

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2025

Note
Cash flows from operating
activities
Net cash provided by operating
activities
25
Cash flows from investing activities
Purchase of tangible fixed assets
Proceeds from the sale of tangible
fixed assets
Purchase of investments
11
Proceeds from the sale of investments
Dividends and interest received from
fixed asset investments
Acquisition of current asset
investments
DfE capital grants received
Net cash used in investing
activities
Cash flows from financing activities
Repayment of borrowings
Repayment of finance leases
Interest paid
Net cash used in financing
activities
Change in cash and cash
equivalents in the year
Cash and cash equivalents brought
forward
Cash and cash equivalents carried
forward
26		 £'000
(39,932)
11
(30,283)
5,006
6,706
(45,298)
22,820		 2025
£'000
(7,260)
(80,970)
(10,108)		 £'000
(38,823)
30
(4,026)
3,293
6,780
-
23,307		 2024
£'000
83,220
(9,439)
(1,278)
(10,000)
-
(108)		 (431)
-
(847)
(98,338)
155,495		 72,503
82,992
57,157 155,495

The notes on pages 49 - 97 form part of these financial statements.

Page 47

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

CONSOLIDATED STATEMENT OF NET DEBT FOR THE YEAR ENDED 31 AUGUST 2025

Cash and cash equivalents
Overdraft facility repayable on demand
Debt due after one year		 At
1 September
2024
£'000
179,766
(24,271)
(10,000)
Cash
flows
£'000
(102,000)
3,662
10,000		 At
31 August
2025
£’000
77,766
(20,609)
-
145,495 (88,338) 57,157

The notes on pages 49 - 97 form part of these financial statements.

Page 48

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies

1.1 Basis of preparation of financial statements

The financial statements have been prepared in accordance with 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) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

United Learning Ltd meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.

1.2 Consolidation

The Charitable Group financial statements consolidate those of the Charitable Company and of its subsidiary undertakings as disclosed in note 11. Acquisitions are accounted for under the acquisition method. The results of the Charitable Company's subsidiaries have been incorporated on a line-by-line basis. Surpluses or deficits on intra group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

In the 12 months following acquisition, fair values are reassessed and adjusted for such matters as increased liabilities and provisions that may emerge during that period.

United Learning Trust has been consolidated as a 100% subsidiary undertaking on the basis that it operates as a wholly owned subsidiary, and the control of all day-to-day activities is held by United Learning Ltd via United Church Schools Trust.

The Charitable Company has taken advantage of the disclosure exemption permitted by Section 1.11 of FRS 102 from the requirement to prepare a company Cash Flow Statement, by virtue of the fact that consolidated financial statements are prepared.

1.3 Income

All income is recognised once the Charitable Group has entitlement to the income, it is probable that the income will be received and the amount of income receivable can be measured reliably. Grants are included in the Statement of Financial Activities on a receivable basis. The balance of income received for specific purposes but not expended during the period is shown in the relevant funds on the Balance Sheet. Where income is received in advance of meeting any performance-related conditions or there is not unconditional entitlement to the income, its recognition is deferred and included in creditors as deferred income until the performance-related conditions are met.

General Annual Grant is recognised in full in the Statement of Financial Activities in the period for which it is receivable and any abatement in respect of the period is deducted from income and recognised as a liability.

School fees receivable are accounted for in the period during which the service is provided, and are stated after the deduction of bursaries, remissions and other allowances granted by the Charitable Group.

Page 49

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.3 Income (continued)

Donated services or facilities are recognised at fair value when the Charitable Group has control over the item, any conditions associated with the donated item have been met, the receipt of economic benefit from the use of the Charitable Group of the item is probable and that economic benefit can be measured reliably.

Capital grants are recognised when there is entitlement and are not deferred over the life of the asset on which they are expended. Unspent amounts of capital grant are reflected in the balance in the restricted fixed asset fund.

Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.

Other income is recognised in the period in which it is receivable and to the extent the goods have been provided or on completion of the service.

1.4 Expenditure

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

Fundraising costs are those incurred in seeking voluntary contributions and do not include the costs of disseminating information in support of the charitable activities. Charitable activities are costs incurred in the Charitable Group's educational operations. Governance costs are those incurred in connection with administration of the Charitable Group and compliance with constitutional and statutory requirements.

Costs of generating funds are costs incurred in attracting voluntary income, and those incurred in trading activities that raise funds.

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

Grants payable are charged in the year when the offer is made except in those cases where the offer is conditional, such grants being recognised as expenditure when the conditions attaching are fulfilled. Grants offered subject to conditions which have not been met at the year-end are noted as a commitment, but not accrued as expenditure.

Restructuring costs are recognised once there is a legal or constructive obligation to undertake restructuring activities, which includes redundancy payments.

All resources expended are inclusive of irrecoverable VAT.

Page 50

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.5 Fund accounting

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

Designated funds comprise unrestricted funds that have been set aside by the Trustees for particular purposes. The aim and use of each designated fund is set out in the notes to the financial statements.

Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors, or which have been raised by the Charitable Group for particular purposes. The costs of raising and administering such funds are charged against the specific fund. The aim and use of each restricted fund is set out in the notes to the financial statements. The pension reserve funds relate to the deficits arising on valuation of the various Local Government Pension Schemes in which the Group is a participating employer and other unfunded pension obligations. Pension reserve funds arising from the Charitable Group’s academy schools are restricted by virtue of the fact that these are funded by restricted grant income from the Department for Education. All other pension reserves are unrestricted funds.

Endowment funds are funds which are held as capital. They represent the cost value of tangible fixed assets.

1.6 Company status

The Charitable Company is a company limited by share capital, incorporated in England and Wales (No. 00018582), registered with the Charity Commission (No. 313999) and regulated by its Memorandum and Articles of Association.

1.7 Going concern

After making appropriate enquiries, including full consideration of the impact of the current economic climate, the Board of Trustees has a reasonable expectation that the Charitable Group has adequate resources to continue in operational existence for the foreseeable future being at least twelve months from the date of approval of these financial statements.

The financial results for the year were underpinned by strong pupil numbers and the overall growth of the Charitable Group, and whilst cost and pay inflation impacted trading results, strong cash reserves were maintained. The imposition of VAT on independent schools’ fees from January 2025, and the loss of business rate relief and the increase of National Insurance from April 2025 had a significant impact on the cost base of the Charitable Group’s schools. Nevertheless, the Charitable Group is in a strong position and able to absorb the level of surplus reduction in the short term, with reviews continuing to identify efficiencies and savings to be made to restore the surplus margins.

Page 51

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.7 Going concern (continued)

Various cash flow scenarios have been modelled for the period to 28 February 2027. The worst-case scenario uses pessimistic assumptions including for UCST potential pupil number reductions resulting from the imposition of VAT and high costs of living, and the model builds in higher levels of inflation and increased costs. However, even in these scenarios the Charitable Group continues to have adequate cash reserves to meet its liabilities as they fall due during the forecast period. In preparing these forecasts, management have considered the different levers available to them, such as operating cost savings and the timing of capital expenditure, which can improve working capital at the lower points in the headroom available, notwithstanding that these remain positive throughout. The Charitable Group has available to it a wide range of contingency measures which it could use to reduce costs should that prove necessary.

There is no reliance on bank loan facilities in management’s assessment of going concern. Drawn balances at the balance sheet date on bank loan facilities have since been repaid. The headroom in the different cash flow models and the levers available to the Charitable Group have enabled management to conclude that there is no material uncertainty in management’s going concern assessment.

1.8 Intangible fixed assets and amortisation

Intangible assets are capitalised and recognised when future economic benefits are probable, and the cost or value of the asset can be measured reliably. Intangible assets are initially recognised at cost and are subsequently measured at cost net of amortisation and any provision for impairment. Amortisation begins when the intangible asset is available for use and is charged straight line over the useful economic life of 8 – 10 years.

1.9 Tangible assets and depreciation

Tangible assets are carried at cost, net of depreciation and any provision for impairment. Valuation relates to tangible fixed assets donated to the Charitable Group which are capitalised based upon either an independent valuation or a members' valuation following consultation with a professional valuation firm which then represents the deemed historic cost of the asset.

Long term leaseholds on academy conversion are included in the Balance Sheet at cost on signature of the lease assignment, representing the point at which the Charitable Group takes over the risks and rewards associated with ownership. Cost is determined with reference to available third-party valuations conducted by the Education and Skills Funding Agency. Where these are not made available, other suitably reliable measurement methods including deemed replacement cost and market appraisals conducted by appropriately qualified experts are utilised.

Where tangible assets have been acquired with the aid of specific grants, either from the government or from the private sector, they are included in the Balance Sheet at cost and depreciated over their expected useful economic life. Where there are specific conditions attached to the funding requiring the continued use of the asset, the related grants are credited to a restricted fund in the Statement of Financial Activities and carried forward in the Balance Sheet. Depreciation on the relevant assets is charged directly to the restricted fund in the Statement of Financial Activities.

A review for impairment of a fixed asset is carried out if events or changes in circumstances indicated that the carrying value of any fixed asset may not be recoverable. Shortfalls between the carrying value of fixed assets and their recoverable amounts are recognised as impairments. Impairment losses are recognised in the Statement of Financial Activities.

Page 52

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.9 Tangible assets and depreciation (continued)

Assets in the course of construction are included at cost. Depreciation on these assets is not charged until they are brought into use. Borrowing costs are not capitalised.

Depreciation is provided at rates calculated to write off the cost of fixed assets excluding freehold land and investment properties, less their estimated residual value, over their expected useful lives on the following bases:

Freehold buildings - 50 years Long term and short-term leasehold improvements - Term of the lease Motor vehicles - 4 years Fixtures and fittings - 10 years Computer equipment - 3 years

Freehold land is not depreciated .

1.10 Investments

Listed fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the Balance sheet date. Investment gains and losses, whether realised or unrealised, are combined and shown in the heading ‘Gains/(losses) on investments’ in the Statement of Financial Activities.

Investments in subsidiaries are measured at cost less accumulated impairment.

1.11 Goodwill

Goodwill, arising on the acquisition of a subsidiary (whether positive or negative), represents the excess of the fair values of the consideration given over the fair values of the identifiable net assets acquired and is capitalised and then amortised on a straight-line basis over its useful economic life. It is tested for impairment and written off when it is impaired.

1.12 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Financial Activities.

1.13 Interest receivable

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

1.14 Operating leases: the Charitable Group as lessee

Rentals under operating leases are charged to the Statement of Financial Activities on a straight-line basis over the lease term.

The Group has six academies with buildings under Private Finance Initiative (PFI) contracts.

Page 53

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.14 Operating leases: the Charitable Group as lessee (continued)

The Transfer Agreement does not transfer the ownership of the new school built by the Contractor to the Local Authority until the end of the Project Agreement. Whilst the PFI agreement remains between the Local Authority and the Contractor, ULT makes an Academy Contribution to the unitary charge via the Schools Agreement to cover the service element of the charge.

The Trustees have considered the risks and rewards associated with the agreements and consider that these represent operating lease agreements, as risks and rewards associated with the PFI buildings are not transferred to the Charitable Group until the end of the contract and it does not control the assets during this period. Accordingly, the Academy Contributions are recognised as operating charges in the Statement of Financial Activities on a straight-line basis over the life of the contract.

At the end of the PFI contract, the risks and rewards will transfer to the Local Authority and then to the Charitable Group as part of a long lease at which point the buildings will be capitalised.

1.15 Taxation

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

1.16 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 .

1.17 Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 54

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.18 Liabilities and provisions

Liabilities are recognised when there is an obligation at the Balance sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Liabilities are recognised at the amount that the Charitable Group anticipates it will pay to settle the debt or the amount it has received as advanced payments for the goods or services it must provide. Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised within interest payable and similar charges.

1.19 Financial instruments

The Charitable Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Financial Activities.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Charitable Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

1.20 Pensions

The Charitable Group makes contributions to a number of defined contribution pension plans and the pension charge represents the amounts payable by the Charitable Group to the fund in respect of the year.

The Group also participate in the Teachers' Pension Scheme ("TPS") and the Local Government Pension Scheme ("LGPS"). These are defined benefit schemes.

The TPS is an unfunded scheme, and contributions are calculated so as to spread the cost of pensions over employees' working lives with the Charitable Group in such a way that the pension cost is a substantially level percentage of current and future pensionable payroll. The contributions are determined by the Government Actuary on the basis of quadrennial valuations using a prospective unit credit method. As stated in note 29, the TPS is a multi-employer scheme and there is insufficient information available to use defined benefit accounting. The TPS is therefore treated as a defined contribution scheme for accounting purposes and the contributions recognised in the period to which they relate.

Page 55

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.20 Pensions (continued)

The LGPS is a funded scheme, and assets are held separately from those of the Charitable Group in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on high quality corporate bond of equivalent term and currency to the liabilities. The actuarial valuations are obtained at least triennially and are updated at each Balance Sheet date. The amounts charged to operating surplus are the current service costs and the costs of scheme introductions, benefit changes, settlements and curtailments. They are included as part of staff costs as incurred. Net interest on the net defined benefit liability/asset is also recognised in the Statement of Financial Activities and comprises the interest cost on the defined benefit obligation and interest income on the scheme assets, calculated by multiplying the fair value of the scheme assets at the beginning of the period by the rate used to discount the benefit obligations. The difference between the interest income on the scheme assets and the actual return on the scheme assets is recognised in other recognised gains and losses.

Actuarial gains and losses are recognised immediately in other recognised gains and losses.

1.21 Conversion to academy trust and transfer in of existing academies and schools

The conversion from a state-maintained school to an academy or the transfer into the Group of an existing academy or school involve the transfer of identifiable assets and liabilities and the operation of the school for £nil consideration and has been accounted for under the acquisition accounting method.

The assets and liabilities transferred on conversion or transfer from each school to the Group have been valued at their fair value and recognised on the Balance Sheet at the point when the risks and rewards of ownership pass to the Group. Their fair value is determined in accordance with the accounting policies set out for the Charitable Group. The amounts have been recognised under the appropriate Balance Sheet categories, with a corresponding amount recognised in voluntary income as net income in the Statement of Financial Activities and analysed under unrestricted funds and restricted funds.

1.22 Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Charitable Group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts and liabilities within the next financial year are discussed below.

Actuarial valuations for Local Government Pension Schemes

The present value of the Local Government Pension Scheme defined benefit liability depends on a number of factors that are determined on an actuarial basis using a variety of assumptions. The assumptions used in determining the net cost/(income) for pensions include the discount rate. Any changes in these assumptions, which are disclosed in note 29, will impact the carrying amount of the pension liability. Furthermore, a roll forward approach which projects results from the latest full actuarial valuation has been used by the actuary in valuing the pensions liability at 31 August 2025. Any differences between the figures derived from the roll forward approach and a full actuarial valuation would impact on the carrying amount of the pension liability.

Page 56

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

2

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

1 Accounting Policies (continued)

1.22 Judgements in applying accounting policies and key sources of estimation uncertainty (continued)

Unfunded pension obligations

The Charitable Group has also made provision for unfunded pension obligations. The key assumptions made in computing this provision comprise mortality assumptions and discount rates, with the total obligation arising as a result having been disclosed in note 29. Any changes in these assumptions would impact the carrying amount of the liability.

Conversion of academies joining the group and transfer in of donated assets

When new schools convert to academy status and join the Charitable Group, existing academies or schools join the Charitable Group or assets are donated to the Charitable Group, estimates are made in respect of the fair value of assets and liabilities transferred, using available information as well as in-house expertise.

Buildings occupied under PFI Agreements

At six of its academies, the Charitable Group occupies buildings under PFI agreements with the local authority and has applied judgement in determining that these buildings should not be capitalised on the balance sheet. In making this judgement, the Charitable Group considers the risks and rewards associated with the buildings and to what extent it has control over these and for what period. In making this assessment, judgement is also applied in determining what substance the arrangements take between the Charitable Group and the respective Local Authorities.

The Charitable Group has concluded that the arrangements represent an operating lease on the basis that only the services elements are charged to the Charitable Group and it does not control the assets and has neither the rights of rewards from ancillary use of the building nor the risks associated with maintenance, insurance and replacement during the life of the agreement which also is not substantially all of the assets' useful economic life.

Value of land

The Charitable Group includes the value of the academy properties on the balance sheet but has applied judgment that the land carries no value due to the restrictions and covenants applied to it.

School fees receivable

The fees and surplus on ordinary activities are attributable to the operation of schools under the Charitable Group's individual Charitable Company objects.

Gross fee income receivable
Scholarships, bursaries and reduced fees
Catering income
Net fee income receivable		 2025
£'000
141,668
(10,860)		 2024
£'000
135,917
(10,317)
130,808
4,445
135,253		 125,600
2,111
127,711

Page 57

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

3

4

5

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Other educational related income

Support services to other schools and academies
Pupil registration fees
Charges for additional classes
Trip income
Other miscellaneous school income		 2025
£'000
4,112
307
2,160
5,676
35,043		 2024
£'000
77
368
1,805
5,629
29,131
47,298 37,010

Other miscellaneous school income comprises revenue generated from activities ancillary to the provision of education at each individual school or academy in the Charitable Group.

Grants from DfE

Grants from Department for Education:
Capital grants for new buildings
Revenue grants for operating costs of existing academies
Voluntary income
Other sponsorship and donations received
Net assets transferred from other charities		 2025
£'000
19,450
557,401		 2024
£'000
23,307
505,615
576,851 528,922
2025
£'000
4,129
5,622		 2024
£'000
4,813
9,100
9,751 13,913

Voluntary income

In 2025 of the total voluntary income, £6.9m ( 2024: £13.5m ) was to unrestricted funds, £0.02m ( 2024: £0.4m ) was to restricted funds and £2.8m (2024: £Nil) was to endowment funds.

Page 58

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

6

7

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Investment income

Investment income comprises income from:

Listed investments
Bank deposits		 2025
£’000
364
6,342		 2024
£'000
290
6,490
6,706 6,780

Net assets transferred to or from other charities and on conversion

Business combinations in the year

On 1 May 2025, United Church Schools Trust acquired the trade and certain assets and liabilities of the former Chafyn Grove School for £nil consideration. The fair values at the acquisition date of each class of assets and liabilities were as follows:

Chafyn Grove School (joined 1 May 2025)
Tangible fixed assets
Current assets
Current liabilities
Long term liabilities
Net assets		 UCST
£'000
6,533
748
(1,566)
(93)		 Total
£'000
6,533
748
(1,566)
(93)
5,622 5,622

Existing academies acquired and academies recognised on conversions in the year

On 1 July 2025, Fir Vale Academy joined United Learning Trust.

Cadishead Primary Academy converted to academy trust status under the Academies Act 2010 on 1 July 2025. All of the assets and liabilities were transferred to United Learning Trust on the date of conversion.

The following table sets out the fair values of the identifiable assets and liabilities transferred and an analysis of their recognition in the Statement of Financial Activities.

Fir Vale Academy (joined 1 July 2025)
Tangible fixed assets
Current assets
Current liabilities
Defined benefit pension scheme asset
Net assets		 ULT
£'000
612
4,792
(556)
681		 Total
£'000
612
4,792
(556)
681
5,529 5,529

Page 59

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Cadishead Primary Academy (converted on 1 July 2025)
Tangible fixed assets
Defined benefit pension scheme asset
Net assets
Unrestricted
funds
£000
Total net assets from above transferred and
on conversion
Cadishead Primary Academy
-
Fir Vale Academy
467
Net assets
467		 Cadishead Primary Academy (converted on 1 July 2025)
Tangible fixed assets
Defined benefit pension scheme asset
Net assets
Unrestricted
funds
£000
Total net assets from above transferred and
on conversion
Cadishead Primary Academy
-
Fir Vale Academy
467
Net assets
467		 ULT
£'000
711
192		 Total
£'000
711
192
903 903
Restricted
funds
£000
903
5,062		 Total
funds
£000
903
5,529
467 5,965 6,432

Net assets

Page 60

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

8

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Analysis of total resources expended

Expenditure on raising funds
Trading expenditure
Total expenditure on raising
funds
Charitable activities
Direct costs
Schools operating costs:
Education costs
Technology
Administration and other costs
Support costs
Support staff pay costs
Depreciation
Premises costs
Catering
Marketing
Other support costs
Bank interest and charges
Governance costs
Group secretarial costs
Audit and accountancy fees –
Auditor’s remuneration
Audit and accountancy fees –
Component auditor
Members’ meetings and travel
expenses
Total expenditure on
charitable activities
Total resources expended		 Staff
costs
£’000
391		 Other
costs
£’000
900		 Depreciation
and
amortisation
£’000
104		 Total
2025
£’000
1,395		 Total
2024
1,339
391 900 104 1,395 1,339
444,458
3,879
618
74,588
-
5,455
38
1,325
20,262
-
283
-
-
-		 40,593
10,610
17,626
-
-
58,270
29,004
1,535
19,707
436
15
397
12
2		 -
-
-
-
40,672
-
-
-
-
-
-
-
-
-		 485,051
14,489
18,244
74,588
40,672
63,725
29,042
2,860
39,969
436
298
397
12
2		 437,370
21,250
14,504
52,161
38,872
70,268
27,444
3,096
36,237
1,188
402
476
11
3
550,906 178,207 40,672 769,785 703,282
551,297 179,107 40,776 771,180 704,621

Page 61

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

8

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Analysis of total resources expended (continued)

Total resources expended include:

2025 2024
£'000 £'000
Auditor's remuneration – audit of the Charitable Company 23 22
Auditor's remuneration – audit of the accounts of subsidiary undertakings 305 300
Auditor's remuneration – other assurance fees 46 45
Auditor's remuneration – all non-audit services not covered above 39 61
Subsidiary auditor’s remuneration – component auditor 12 11
Depreciation:
Tangible fixed assets, owned 40,477 38,653
Loss on sale of fixed assets 5,716 9,183
Amortisation 299 300
Operating lease rentals 2,940 2,457

Subsidiary auditor’s remuneration – component auditor in the period is payable to a different firm than the statutory group auditor.

Deficit for the financial year

The Charitable Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own Statement of Financial Activities in these financial statements. The Group deficit for the year includes a deficit of £2.0m ( 2024: £4.9m ) relating to United Learning Ltd which is dealt with in the financial statements of the Charitable Group.

Page 62

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

9

10

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Net interest

On bank loans and overdrafts payable
Interest payable on Local Government and Unfunded Pension Schemes
On bank deposits receivable		 2025
£'000
108
(2,056)
(6,339)		 2024
£'000
847
91
(6,490)
(8,287) (5,552)

Members and employees

Staff costs during the year were as follows:

Wages and salaries
Social security costs
Other pension costs
Supply teacher costs
Staff restructuring costs		 2025
£'000
401,804
47,892
87,475		 2024
£'000
367,773
39,395
73,843
537,171
10,935
3,191		 481,011
13,810
1,543
551,297 496,364

The average number of employees during the year was 11,294 ( 2024: 10,822 ).

Page 63

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

10 Members and employees (continued)

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

The emoluments of the higher-paid employees fell within the following ranges:

2025 2024
Number Number
£60,001 to £70,000 696 488
£70,001 to £80,000 280 218
£80,001 to £90,000 143 95
£90,001 to £100,000 55 47
£100,001 to £110,000 30 20
£110,001 to £120,000 21 15
£120,001 to £130,000 11 18
£130,001 to £140,000 17 8
£140,001 to £150,000 6 5
£150,001 to £160,000 7 6
£160,001 to £170,000 5 1
£170,001 to £180,000 1 2
£180,001 to £190,000 2 1
£190,001 to £200,000 1 2
£200,001 to £210,000 1 1
£210,001 to £220,000 - 1
£220,001 to £230,000 1 -
£290,001 to £300,000 - 1
£310,001 to £320,000 1 -

During the year, the following amounts were paid to higher paid employees as shown above:

2025 2024
£'000 £'000
Pension contributions to defined contribution, Teachers'
Pension Scheme and Local Government Pension Scheme 24,258 16,155

During the year, 120 higher paid employees ( 2024: 59 ) participated in defined contribution schemes, 1,087 ( 2024: 795 ) participated in the Teachers' Pension Scheme (operated by the Teachers' Pension Agency), 43 ( 2024: 37 ) participated in the Local Government Pension Scheme and 28 ( 2024: 38 ) did not participate in any scheme.

None of the Trustees received any remuneration in the year ( 2024: None ).

Expense reimbursements paid to 11 ( 2024: 10 ) Trustees of Group entities was £6,710 ( 2024: £8,025 ) and all related to travel and subsistence costs.

The remuneration for Key Management Personnel; as defined in the Reference and Administration details, totalled £2,211k ( 2024: £2,076k ). This remuneration was recorded as an expense in UCST.

Page 64

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

11

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Fixed asset investments

The Charitable Group
Valuation
At 1 September 2024
Additions
Disposals
Gain on revaluation
At 31 August 2025		 Listed
investments
and
investment
funds
£'000
13,237
30,283
(5,006)
1,119
39,633

Listed investments are stated at their bid price as at the Balance Sheet date.

The Charitable Group did not hold any investments in individual securities that represent more than 5% of the fund value.

The Charitable Company
Valuation
At 1 September 2024
Loss on revaluation
At 31 August 2025		 Investment
funds
£'000
759
(13)
746

The Charitable Company did not hold any investments in individual securities that represent more than 5% of the fund value.

Page 65

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

11 Fixed asset investments (continued)

United Learning Trust has been consolidated as a 100% subsidiary undertaking on the basis that it operates as a wholly owned subsidiary.

At 31 August 2025, the Charitable Company held more than 20% of the following:

Cost of
Investment
Proportion held
Class of Nature
Company share of
number capital held £ Directly Indirectly business
United Church Schools
Trust
(Limited by Guarantee) 02780748
-		 - 100% - Education
The Church Schools Trading
Company School lettings,
Limited 02724038 Ordinary £1 2 100% - uniform shops
United Learning Trust
(Limited by Guarantee) 04439859
-		 - - 100% Education
ULT Projects Limited 04717890 Ordinary £1 100 - 100% Dormant
ULT Trading School lettings,
Company Limited 06791313 Ordinary £1 100 - 100% uniform shops
Priory School (Banstead)
Trust Limited
(Limited by Guarantee) 00346881
-		 - - 100% Dormant
Bacon’s College Community
Services Limited
(Limited by Guarantee) 05321174
-		 - - 100% School Lettings
United Communities Community hub
(Limited by Guarantee) 16244887
-		 - 100% development

Page 66

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

11 Fixed asset investments (continued)

The summary financial information prior to consolidation adjustments of the charitable subsidiaries of the Charitable Company is set out below:

Incoming
resources
Expenditure
(Loss)/gain on
investments
Actuarial
Gains/(losses)
Net
surplus/(deficit)
Assets
Liabilities
Net assets		 UCST
2025
2024
£’000
£’000
185,221
175,965
(174,415)
(157,674)
16
16
(69)
(127)
10,753
18,180
163,508
174,031
(101,968)
(123,244)
61,540
50,787		 UCST
2025
2024
£’000
£’000
185,221
175,965
(174,415)
(157,674)
16
16
(69)
(127)
10,753
18,180
163,508
174,031
(101,968)
(123,244)
61,540
50,787		 2025
£’000
616,224
(612,325)
1,244
(4,260)		 ULT
2024
£’000
626,571
(568,790)
1,209
3,760		 Bacon’s College
Community Services
Limited
2025
2024
£’000
£’000
187
198
(338)
(299)
-
-
-
-
(151)
(101)
1,291
1,533
(1,154)
(1,245)
137
288		 Bacon’s College
Community Services
Limited
2025
2024
£’000
£’000
187
198
(338)
(299)
-
-
-
-
(151)
(101)
1,291
1,533
(1,154)
(1,245)
137
288
10,753 18,180 883 62,750 (151) (101)
163,508
(101,968)		 174,031
(123,244)		 1,008,497
(59,191)		 997,490
(49,067)		 1,291
(1,154)		 1,533
(1,245)
61,540 50,787 949,306 948,423 137 288

Page 67

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

11 Fixed asset investments (continued)

The summary financial information prior to consolidation adjustments of the material trading subsidiaries of the Charitable Company is set out below:

Turnover
Cost of sales,
administration and other costs
Retained profit/(loss) for
the year
Assets
Liabilities
Net assets		 The Church Schools
Trading Company
Limited
2025
2024
£’000
£’000
1,939
1,709
(246)
(219)
1,693
1,490
1,938
1,669
(246)
(178)
1,692
1,491		 The Church Schools
Trading Company
Limited
2025
2024
£’000
£’000
1,939
1,709
(246)
(219)
1,693
1,490
1,938
1,669
(246)
(178)
1,692
1,491		 ULT Trading
Company Limited
2025
2024
£’000
£’000
4,990
4,676
(810)
(821)
4,180
3,855
5,243
4,860
(1,002)
(978)
4,241
3,882		 ULT Trading
Company Limited
2025
2024
£’000
£’000
4,990
4,676
(810)
(821)
4,180
3,855
5,243
4,860
(1,002)
(978)
4,241
3,882
1,693 1,490 4,180 3,855
1,938
(246)		 1,669
(178)		 5,243
(1,002)		 4,860
(978)
1,692 1,491 4,241 3,882

Page 68

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

12

UNITED LEARNING LTD (FORMERLY KNOWN AS UNITED CHURCH SCHOOLS FOUNDATION LTD) AND ITS SUBSIDIARY UNDERTAKINGS

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

Intangible fixed assets

The Charitable Group
Cost
At 1 September 2024
At 31 August 2025
Amortisation
At 1 September 2024
Charge for the year
At 31 August 2025
Net book amount at 31 August 2025
Net book amount at 31 August 2024		 Software
development
£’000
2,995
2,995
1,539
299
1,838
1,157
1,456

Page 69

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

13 Tangible fixed assets

UNITED LEARNING LTD ITS SUBSIDIARY UNDERTAKINGS

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

The Charitable Group
Cost
At 1 September 2024
Additions
Disposals
Transfers from other charities
Transfers on conversion
Transfers between categories
At 31 August 2025
Depreciation
At 1 September 2024
Provided in the year
Disposals
At 31 August 2025
Net book amount at
31 August 2025
Net book amount
at 31 August 2024		 Total
£’000
1,368,848
39,932
(14,662)
7,145
711
-		 Freehold
land and
buildings
£’000
326,389
335
(3,826)
6,394
-
3,450		 Long term
leasehold
property
£’000
889,565
4,587
(3,820)
-
711
-		 Short
leasehold
improvements
£’000
3,596
18
(465)
-
-
-		 Fixtures
and fittings
£’000
108,198
25,915
(3,377)
372
-
279		 Computer
equipment
£’000
35,547
5,277
(3,076)
370
-
-		 Motor
vehicles
£’000
1,237
173
(93)
9
-
-		 Assets
under
construction
£’000
4,316
3,627
(5)
-
-
(3,729)
1,401,974 332,742 891,043 3,149 131,387 38,118 1,326 4,209
312,906
40,477
(8,935)		 52,429
6,486
(1,077)		 178,048
17,818
(847)		 953
33
(465)		 51,360
10,179
(3,377)		 29,071
5,805
(3,076)		 1,045
156
(93)		 -
-
-
344,448 57,838 195,019 521 58,162 31,800 1,108 -
1,057,526 274,904 696,024 2,628 73,225 6,318 218 4,209
1,055,942 273,960 711,517 2,643 56,838 6,476 192 4,316

Page 70

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD ITS SUBSIDIARY UNDERTAKINGS

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

13 Tangible fixed assets (continued)

All of the tangible fixed assets were used for charitable purposes.

Included in freehold land and buildings is land with a carrying value of £13.8m ( 2024: £13.8m ) on which depreciation has not been provided.

Included within the total carrying value of £1,057m ( 2024: £1,056m ) are the following assets which are restricted fund assets paid for by the Government and held by ULT on its behalf so that ULT can operate its academies within the buildings to which the figures relate. The Charitable Group is unable to secure any borrowings against these assets.

The Charitable Group Long term Assets
Freehold land leasehold Fixtures Computer under
Total and buildings property and fittings equipment construction
£'000 £'000 £'000 £'000 £'000 £'000
Net book amount at 31 August 2025 869,856 96,688 701,919 - 70,084 1,165

Page 71

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD ITS SUBSIDIARY UNDERTAKINGS

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

13 Tangible fixed assets (continued)

The Charitable Company
Cost
At 1 September 2024
Additions
Disposals
Transfers between categories
At 31 August 2025
Depreciation
At 1 September 2024
Depreciation on disposals
Provided in the year
At 31 August 2025
Net book amount at 31 August 2025
Net book amount at 31 August 2024		 Total
£'000
214,717
3,095
(2,865)
-		 Freehold
land and
buildings
£'000
209,025
156
(2,860)
3,450		 Short
leasehold
improvements
£'000
325
-
-
-		 Fixtures
and fittings
£'000
1,467
-
-
279		 Computer
equipment
£'000
61
-
-
-		 Assets
under
construction
£'000
3,839
2,939
(5)
(3,729)
214,947 209,771 325 1,746 61 3,044
46,747
(961)
4,018		 45,205
(961)
3,918		 325
-
-		 1,156
-
100		 61
-
-		 -
-
-
49,804 48,162 325 1,256 61 -
165,143 161,609 - 490 - 3,044
167,970 163,820 - 311 - 3,839

All tangible fixed assets were used for charitable purposes.

Included in freehold land and buildings is land with a carrying value of £13.8m (2024: £13.8m) on which depreciation has not been provided.

Page 72

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

14

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Stocks

Finished goods and goods for resale
Debtors: amounts falling due with one
Trade debtors
Other debtors
Prepayments and accrued income
Current asset investments
Cash on deposit		 The Charitable Group
2025
2024
£’000
£’000
296
280
year
The Charitable Group
2025
2024
£’000
£’000
38,408
32,391
26,467
26,849
11,263
8,542
76,138
67,782
The Charitable Group
2025
2024
£'000
£'000
45,298
-		 The Charitable Group
2025
2024
£’000
£’000
296
280
year
The Charitable Group
2025
2024
£’000
£’000
38,408
32,391
26,467
26,849
11,263
8,542
76,138
67,782
The Charitable Group
2025
2024
£'000
£'000
45,298
-		 The
2025
£’000
-		 Charitable
Company
2024
£’000
-
The
2025
£’000
-
130
-		 Charitable
Company
2024
£’000
-
-
-
76,138 67,782 130 -
The
2025
£'000
-		 Charitable
Company
2024
£'000
-

15 Debtors: amounts falling due with one year

16

Current asset investments

Page 73

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

17

18

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Creditors: amounts falling due within one year

Bank overdrafts
Trade creditors
Amounts owed to group undertakings
Social security and other taxes
Other creditors
Accruals and deferred income		 The Charitable Group
2025
2024
£'000
£'000
20,609
24,271
17,752
17,075
-
-
17,746
9,472
22,104
23,675
97,863
120,716
176,074
195,209		 The
2025
£'000
20,609
362
35,209
-
-
201		 Charitable
Company
2024
£'000
24,271
708
21,455
-
-
595
176,074 56,381 47,029

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

The terms and conditions attached to bank and other loans are disclosed in note 19.

Deferred income
Deferred income at 1 September 2024
Resources deferred during the year
Amounts released from prior year
Deferred income at 31 August 2025		 2025
£'000
104,676
78,717
(104,676)		 2024
£'000
44,545
104,676
(44,545)
78,717 104,676

Deferred income relates to income received in the year specifically relating to the following financial year including invoices raised for multiple terms of education, Universal Infant Free Schools Meals funding, nursery funding, sports partnership funding and payments in advance for music tuition.

Creditors: amounts falling due after one year

Bank loans
Other creditors		 The Charitable Group
2025
2024
£'000
£'000
-
10,000
224
228
224
10,228		 The Charitable Group
2025
2024
£'000
£'000
-
10,000
224
228
224
10,228		 The
2025
£'000
-
-		 Charitable
Company
2024
£'000
10,000
-
224 10,228 - 10,000

The terms and conditions attached to bank and other loans are disclosed in note 19.

Page 74

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

19

20

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Borrowings

Borrowings are repayable as follows:

Within one year
Bank overdrafts, bank loans and other
loans
After one and within five years
Bank loans and other loans		 The Charitable Group
2025
2024
£'000
£'000
20,609
24,271
-
10,000
20,609
34,271		 The Charitable Group
2025
2024
£'000
£'000
20,609
24,271
-
10,000
20,609
34,271
The
2025
£'000
20,609
-		 Charitable
Company
2024
£'000
24,271
10,000
20,609 34,271 20,609 34,271

The bank loans are secured by fixed and floating charges over all the assets of United Learning Ltd, United Church Schools Trust and The Church Schools Trading Company Limited.

Interest is charged at fixed rates on top of the Bank of England Base Rate of between 0.88% and 1.91%. All outstanding balances fall due for repayment at maturity.

Share capital

Authorised ordinary shares of £5 each
Allotted, called up and fully paid
ordinary shares of £5 each		 2025
£'000
100		 2024
£'000
100
65 65

Page 75

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

21 Endowment fund

The Milton Mount Foundation endowed Wentworth Milton Mount Limited (which became part of Bournemouth Collegiate School) with £0.3m as part of the arrangement by which Wentworth College took over the education of Milton Mount School pupils. The amount was returnable should the Charitable Group be wound up.

When Wentworth College became a part of the United Learning Ltd, this arrangement was modified so that the endowment would only become repayable if the school should cease to function on the current site.

An endowment fund of £2.8m was transferred to the Group in year which consists of freehold land and buildings of Chafyn Grove School, which are held on endowment to support the school’s purpose.

Current year
The Charitable Group
Endowment funds
Total endowment funds
The Charitable Company
Endowment funds
Total endowment funds		 At
1 September
2024
£'000
277		 Incoming
resources
£'000
2,807		 Expenditure
£'000
-		 Transfers
£'000
-		 Gains
and losses
£'000
-		 At
31 August
2025
£'000
3,084
277 2,807 - - - 3,084
277 - - - - 277
277 - - - - 277

Page 76

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

21 Endowment fund (continued)

Previous year
The Charitable Group
Endowment funds
Total endowment funds
The Charitable Company
Endowment funds
Total endowment funds		 At
1 September
2023
£'000
277		 Incoming
resources
£'000
-		 Expenditure
£'000
-		 Transfers
£'000
-		 Gains
and losses
£'000
-		 At
31 August
2024
£'000
277
277 - - - - 277
277 - - - - 277
277 - - - - 277

Page 77

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

22 Unrestricted funds

Current year
The Charitable Group
Unrestricted funds
Pension reserve
Designated funds
Embley
Other school funds
Total designated funds
Total unrestricted funds
The Charitable Company
Unrestricted funds
Designated funds
Embley
Total unrestricted funds		 At
1 September
2024
£'000
194,276
(790)
21
1,971		 Incoming
resources
£'000
202,226
76
-
-		 Expenditure
£'000
(186,006)
-
-
-		 Transfers
£'000
(6,859)
-
-
-		 Gains
and losses
£'000
1,179
-
-
-		 At
31 August
2025
£'000
204,816
(714)
21
1,971
1,992 - - - - 1,992
195,478 202,302 (186,006) (6,859) 1,179 206,094
110,510
21		 2,305
-		 (4,357)
-		 -
-		 -
-		 108,458
21
110,531 2,305 (4,357) - - 108,479

The Embley designated fund is an amount set aside for the specific future major building maintenance work at Embley. Other school funds are accumulated surpluses from prior years designated for use by the school that generated the funds. In response to the impact of the COVID-19 pandemic UCST transferred £4 million of general funds to designated funds during 2020 to be used in support of those families at our independent schools who found themselves unable to pay school fees as a result of the pandemic. These are included within other school funds above. Transfers between unrestricted funds represent the in-year designation of accumulated surpluses for particular purposes for use by the school that generated the funds.

Page 78

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

22 Unrestricted funds (continued)

Previous year
The Charitable Group
Unrestricted funds
Pension reserve
Designated funds
Embley
Other school funds
Total designated funds
Total unrestricted funds
The Charitable Company
Unrestricted funds
Designated funds
Embley
Total unrestricted funds		 At
1 September
2023
£'000
172,718
(809)
21
2,374		 Incoming
resources
£'000
184,696
19
-
(253)		 Expenditure
£'000
(159,689)
-
-
(153)		 Transfers
£'000
(4,536)
-
-
3		 Gains
and losses
£'000
1,087
-
-
-		 At
31 August
2024
£'000
194,276
(790)
21
1,971
2,395 (253) (153) 3 - 1,992
174,304 184,462 (159,842) (4,533) 1,087 195,478
115,374
21		 142
-		 (5,006)
-		 -
-		 -
-		 110,510
21
115,395 142 (5,006) - - 110,531

The Embley designated fund is an amount set aside for the specific future major building maintenance work at Embley. Other school funds are accumulated surpluses from prior years designated for use by the school that generated the funds. In response to the impact of the COVID-19 pandemic UCST transferred £4 million of general funds to designated funds during 2020 to be used in support of those families at our independent schools who found themselves unable to pay school fees as a result of the pandemic. These are included within other school funds above. Transfers between unrestricted funds represent the in-year designation of accumulated surpluses for particular purposes for use by the school that generated the funds.

Page 79

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

23

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Restricted funds
Current year
The Charitable Group
Sponsorship fund
DfE funds – revenue
DfE funds - fixed assets
Pension reserve
Other restricted funds
Scholarship and prize funds
Appeal funds
Other donated funds
Other sponsorship funds
Total restricted funds		 At
1 September
2024
£'000
11,515
8,144
895,868
(1,413)		 Incoming
resources
£'000
-
557,486
20,773
873		 Expenditure
£'000
-
(552,396)
(37,578)
4,800		 Transfers
£'000
-
(4,070)
10,929
-		 Gains
and losses
£'000
-
(1)
-
(4,260)		 At
31 August
2025
£'000
11,515
9,163
889,992
-
914,114 579,132 (585,174) 6,859 (4,261) 910,670
363
53
444
29		 -
-
-
-		 -
-
-
-		 -
-
-
-		 -
-
-
-		 363
53
444
29
889 - - - - 889
915,003 579,132 (585,174) 6,859 (4,261) 911,559

The scholarship and prize funds comprise the Centenary Fund and other prize funds which were donated to give scholarships to pupils who attend the schools operated by UCST. The sponsorship fund has been formed to gather together the external donations received towards the Charitable Group's charitable support for the academies of ULT. The government capital grants are made under the funding agreements between the Secretary of State and ULT for the construction of buildings for the academies together with equipment within them.

The other DfE grants are receivable either directly from the DfE or through the Local Education Authority to cover the operating expenses of the academies administered by the Charitable Group. These General Annual Grants are agreed prior to each academic year with the DfE.

Transfers from DFE revenue funds to DFE fixed asset funds represent fixed asset expenditure that has been funded by assets or income from outside of the fixed asset fund.

Page 80

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Previous year
The Charitable Group
Sponsorship fund
DfE funds – revenue
DfE funds - fixed assets
Pension reserve
Other restricted funds
Scholarship and prize funds
Appeal funds
Other donated funds
Other sponsorship funds
Total restricted funds		 At
1 September
2023
£'000
11,515
12,402
841,200
(6,969)		 Incoming
resources
£'000
-
509,290
83,551
(463)		 Expenditure
£'000
-
(509,258)
(37,780)
2,259		 Transfers
£'000
-
(4,364)
8,897
-		 Gains
and losses
£'000
-
74
-
3,760		 At
31 August
2024
£'000
11,515
8,144
895,868
(1,413)
858,148 592,378 (544,779) 4,533 3,834 914,114
363
53
444
29		 -
-
-
-		 -
-
-
-		 -
-
-
-		 -
-
-
-		 363
53
444
29
889 - - - - 889
859,037 592,378 (544,779) 4,533 3,834 915,003

Total restricted funds

The scholarship and prize funds comprise the Centenary Fund and other prize funds which were donated to give scholarships to pupils who attend the schools operated by UCST. The sponsorship fund has been formed to gather together the external donations received towards the Charitable Group's charitable support for the academies of ULT. The government capital grants are made under the funding agreements between the Secretary of State and ULT for the construction of buildings for the academies together with equipment within them.

The other DfE grants are receivable either directly from the DfE or through the Local Education Authority to cover the operating expenses of the academies administered by the Charitable Group. These General Annual Grants are agreed prior to each academic year with the DfE.

Transfers from DFE revenue funds to DFE fixed asset funds represent fixed asset expenditure that has been funded by assets or income from outside of the fixed asset fund.

Page 81

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Current year At At
31 August Incoming Transfer to Gains and 31 August
2024 resources Expenditure other charity losses 2025
The Charitable Company £'000 £'000 £'000 £'000 £'000 £'000
Scholarship and prize funds 814 - - - (13) 801
Sponsorship fund 6 - - - - 6
Appeal funds 6 - - - - 6
Other donations 4 - - - - 4
830 - - - (13) 817
Previous year At At
31 August Incoming Transfer to Gains and 31 August
2023 resources Expenditure other charity losses 2024
The Charitable Company £'000 £'000 £'000 £'000 £'000 £'000
Scholarship and prize funds 751 - - - 63 814
Sponsorship fund 6 - - - - 6
Appeal funds 6 - - - - 6
Other donations 4 - - - - 4
767 - - - 63 830

Under a scheme agreed with the Charity Commission, the above scholarship and prize funds for the Charitable Company were transferred from UCST on 1 September 1998. These funds have been donated over a number of years. They are utilised to give scholarships to pupils who attend the schools operated by the Charitable Company's subsidiary.

The sponsorship fund has been formed to gather together the external donations received towards the Charitable Group's support for the academies of ULT.

Page 82

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

24

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Analysis of net assets between funds

The Charitable Group - current year

Investments
Intangible assets
Tangible assets
Current assets
Creditors: amounts falling due within one
year
Creditors: amounts falling due after more
than one year
Defined benefit pension liability
Unrealised gains on investments included
above
The Charitable Company – current year
Tangible assets
Investments
Current assets
Creditors: amounts falling due within
one year
Creditors: amounts falling due after
more than one year
Unrealised gains on investments included
above		 Unrestricted
funds
£'000
36,080
1,157
187,545
104,927
(122,612)
(224)
(714)		 Restricted
funds
£'000
746
-
869,704
94,571
(53,462)
-
-		 Endowment
fund
£'000
-
-
3,084
-
-
-
-		 Total
£'000
36,826
1,157
1,060,333
199,498
(176,074)
(224)
(714)
206,159 911,559 3,084 1,120,802
1,248 (1) - 1,247
Unrestricted
funds
£'000
164,795
-
130
(56,381)
-		 Restricted
funds
£'000
71
746
-
-
-		 Endowment
fund
£'000
277
-
-
-
-
277
-		 Total
£'000
165,143
746
130
(56,381)
-
108,544 817 109,638
- (13) (13)

Page 83

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

24

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Analysis of net assets between funds (continued)

The Charitable Group – previous year

Investments
Intangible assets
Tangible assets
Current assets
Creditors: amounts falling due within one
year
Creditors: amounts falling due after more
than one year
Defined benefit pension liability
Unrealised gains on investments included
above
The Charitable Company – previous year
Tangible assets
Investments
Current assets
Creditors: amounts falling due within
one year
Creditors: amounts falling due after
more than one year
Unrealised gains on investments included
above		 Unrestricted
funds
£'000
12,478
1,456
183,738
159,186
(150,297)
(10,228)
(790)		 Restricted
funds
£'000
759
-
871,927
88,642
(44,912)
-
(1,413)		 Endowment
fund
£'000
-
-
277
-
-
-
-		 Total
£'000
13,237
1,456
1,055,942
247,828
(195,209)
(10,228)
(2,203)
195,543 915,003 277 1,110,823
1,123 63 - 1,186

Unrestricted
funds
£'000
167,622
-
3
(47,029)
(10,000)		 Restricted
funds
£'000
71
759
-
-
-		 Endowment
fund
£'000
277
-
-
-
-
277
-		 Total
£'000
167,970
759
3
(47,029)
(10,000)
110,596 830 111,703
- 63 63

Page 84

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

25

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Reconciliation of net movement in funds to net cash flow from operating activities

Net income for the year (as per Statement of Financial Activities)
Adjustment for:
Depreciation
Amortisation
Profit on disposal of fixed assets
Dividends and interest received on fixed assets investments
Unrealised gain on investments
Increase in stock
Increase in debtors
(Decrease)/Increase in creditors
LGPS pension cost less contributions
Net assets transferred from other charities and on conversion
DfE capital grants received
Interest paid
Net cash provided by operating activities		 2025
£'000
14,308
40,477
299
5,716
(6,706)
(1,119)
(16)
(11,726)
(15,477)
(6,691)
(6,983)
(19,450)
108		 2024
£'000
73,507
38,655
300
9,183
(6,780)
(1,186)
(163)
(893)
61,944
(1,479)
(67,408)
(23,307)
847
(7,260) 83,220

26 Analysis of cash and cash equivalents

Cash at bank and in hand
Bank overdrafts
Total cash and cash equivalents		 2025
£'000
77,766
(20,609)		 2024
£'000
179,766
(24,271)
57,157 155,495

27 Capital commitments

The Charitable Group The Charitable Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Contracted for but not
provided in these financial statements 3,511 6,355 538 1,044

Page 85

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

28 Contingent liabilities

The Charitable Group

There were no contingent liabilities at 31 August 2025 or at 31 August 2024.

The Charitable Company

There were no contingent liabilities at 31 August 2025 or at 31 August 2024.

29 Retirement benefits

The total pension cost to the Charitable Group during the year ended 31 August 2025 was £84.9m ( 2024: £73.8m ) of which £69.3m ( 2024: £58.1m ) relates to the TPS, £12.6m ( 2024: £13.7m ) relates to LGPS and £3.0m ( 2024: £1.9m ) relates to defined contribution pension schemes. Employee and employer contributions payable to the schemes at the Balance Sheet date amounted to £10.2m ( 2024: £9.4m ) and are included within creditors.

The Charitable Group operates defined contribution schemes for the benefit of its employees. The assets of the schemes are managed and held externally on behalf of the scheme members in funds independent from those of the Charitable Group.

The Charitable Group operates two defined benefit pension schemes: the Teachers' Pension Scheme for England and Wales (TPS) for academic and related staff, and the Local Government Pension Scheme (LGPS) for non-teaching staff.

Provisions for unfunded pensions included within the total defined benefit pension scheme liability amounted to £0.7m ( 2024: £0.8m ). The current service cost amounted to £Nil ( 2024: £Nil ) and actuarial gains recognised through other comprehensive income amounted to £0.1m ( 2024: £0.1m ). Benefits paid during the year amounted to £0.1m ( 2024: £0.1m ).

The current mortality assumptions in respect of unfunded pensions include sufficient allowance for future improvements in mortality rates. The assumed life expectations on the retirement age of 65 are between 1921 years. The discount rate applied in calculating the obligation is 4.90% with future pension increase and inflation being 2.70%.

Page 86

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

29 Retirement benefits (continued)

Teachers' Pension Scheme (TPS)

Teachers' Pension Scheme

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

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

Valuation of the Teachers' Pension Scheme

The Government Actuary, using normal actuarial principles, conducts a formal actuarial review of the TPS in accordance with the Public Service Pensions (Valuations and Employer Cost Cap) Directions 2014 published by HM Treasury every 4 years. The aim of the review is to ensure scheme costs are recognised and managed appropriately and the review specifies the level of future contributions. Actuarial scheme valuations are dependent on assumptions about the value of future costs, design of benefits and many other factors. The latest actuarial valuation of the TPS was carried out as at 31 March 2020. The valuation report was published by the Department for Education on 27 October 2023, with the SCAPE rate, set by HMT, applying a notional investment return based on 1.7% above the rate of CPI.

The key elements of the valuation outcome are:

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

The employer's pension costs paid to TPS in the year amounted to £69.3m ( 2024: £58.1m ).

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

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

Page 87

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

29 Retirement benefits (continued)

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Local Government Pension Scheme (LGPS)

The Charitable Group is one of several employing bodies included within the Local Government Pension Scheme (LGPS).

The LGPS is a funded defined benefit scheme, with the assets held in separate trustee administered funds. Contributions to the schemes are determined by qualified actuaries on the basis of triennial valuations using the projected unit method.

The agreed contribution rates for the year ended 31 August 2025 were from 7.4% to 11.7% for employees and from 15.1% to 33.4% for employers.

Ruling on amendment of Contracted out Salary Related pension schemes

The Directors are aware of the ‘Virgin Media Ltd v NTL Pension Trustees II Ltd (and others)’ case. There is a potential for the outcome of the case to have an impact on defined benefit pension schemes such as the LGPS. The case affects defined benefit schemes that provided contracted-out benefits before 6 April 2016 based on meeting the reference scheme test. Where scheme rules were amended, potentially impacting benefits accrued from 6 April 1997 to 5 April 2016, schemes needed the actuary to confirm that the reference scheme test was still being met by providing written confirmation under Section 37 of the Pension Schemes Act 1993. In the Virgin Media case the judge ruled that alterations to the scheme rules were void and ineffective because of the absence of written actuarial confirmation required under Section 37 of the Pension Schemes Act 1993. The case was taken to The Court of Appeal in June 2024 and the original ruling was upheld.

As a result, there may have been a further liability to the pension schemes for benefits that were reduced by previous amendments, if those amendments proved invalid (i.e. were made without obtaining s37 confirmation).

On 5 June 2025 the government released a statement confirming that it recognised schemes and sponsoring employers needed clarity around scheme liabilities and member benefit levels in order to plan for the future, and said it would therefore introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards.

On 1 September 2025 the government published a series of draft amendments to the Pension Schemes Bill 2025 including new provisions which will enable trustees to obtain retrospective validation of previous amendments where certain conditions are met.

The Directors will investigate the possible implications with their advisers, but it is not possible at present to estimate the potential impact, if any, on the schemes and consequently on the defined benefit obligation in the financial statements.

Page 88

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

29 Retirement benefits (continued)

The principal actuarial assumptions used by the actuary and expressed as weighted averages were as follows:

2025
%
Discount rate for scheme
6.10
Rate of increase in pensions in payment
2.65
Rate of increase in salaries
3.78
Inflation assumption
2.60
The amounts charged in the Statement of Financial Activities are as follows:
2025
£'000
Current service cost
14,466
Net interest cost
(2,057)
Past service cost
110
Administration expenses
117
Total
12,636		 2025
%
Discount rate for scheme
6.10
Rate of increase in pensions in payment
2.65
Rate of increase in salaries
3.78
Inflation assumption
2.60
The amounts charged in the Statement of Financial Activities are as follows:
2025
£'000
Current service cost
14,466
Net interest cost
(2,057)
Past service cost
110
Administration expenses
117
Total
12,636		 2024

%

4.97

2.69

3.75

2.64
2024
£'000
13,258
90
218
93
12,636 13,659

Total

Page 89

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

29

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

Retirement benefits (continued)

The amounts recognised in the consolidated Balance Sheet in respect of the LGPS and unfunded pension obligations are as follows:

Fair value of plan assets
Present value of funded and unfunded retirement benefit obligations
Unrecognised asset
Net liability		 2025
£'000
395,380
(265,569)
(130,525)		 2024
£'000
347,790
(296,563)
(53,430)
(714) (2,203)

The amounts (charged) or credited to other comprehensive income in respect of both LGPS and unfunded pension obligations are as follows:

Actuarial gains/(losses) and return on assets less interest recognised
in SOFA		 2025
£'000
72,043		 2024
£'000
15,970

The major categories of LGPS plan assets as a percentage of the total plan assets are as follows:

Equities
Bonds
Property
Cash
Other
Total market value of assets		 2025
£'000
230,042
82,291
45,202
13,260
24,584		 2024
£'000
202,840
71,357
40,846
11,132
21,615
395,379 347,790

Page 90

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

29 Retirement benefits (continued)

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

The actual return on LGPS plan assets was as follows:

Actual return on LGPS plan assets 2025
£'000
24,044		 2024
£'000
37,107

Changes in the present value of the LGPS and unfunded defined benefit obligation are as follows:

Opening defined benefit liabilities at 1 September 2024
Current service cost
Past service cost
Interest cost
Actuarial gains
Contributions by plan participants
Losses/(gains) on curtailments and settlements
Acquired on business combinations
Benefits paid
Benefits paid – unfunded obligations
Closing defined benefit liabilities at 31 August 2025		 2025
£'000
296,563
14,466
110
15,089
(65,867)
5,326
-
6,140
(281)
(5,977)		 2024
£'000
240,587
13,258
211
13,949
5,279
4,772
(153)
24,380
(5,585)
(135)
265,569 296,563

Changes in the fair value of LGPS plan assets are as follows:

Opening fair value of plan assets at 1 September 2024
Return on assets less interest
Interest on assets
Contributions by employer
Contributions by plan participants
Settlements paid
Disposed of on business combinations
Administration expenses
Benefits paid
Closing fair value of LGPS plan assets at 31 August 2025		 2025
£'000
347,790
6,176
17,868
17,443
5,326
-
7,013
(117)
(6,120)		 2024
£'000
270,705
21,249
15,858
15,929
4,772
(160)
25,115
(93)
(5,585)
395,379 347,790

Page 91

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

30 Leasing commitments

At 31 August 2025, the total of the Charitable Group's future minimum lease payments under noncancellable operating leases was:

In one year or less
Between one and five years
In five years or more		 2025
Total
£'000
4,090
7,503
6,773		 2024
Total
£'000
3,662
5,762
5,280
18,366 14,704

At 31 August 2025, the total of the Charitable Group's future minimum contractual payments under non-cancellable contracts was:

In one year or less
Between one and five years
In five years or more		 2025
Total
£'000
8,877
29,507
23,161		 2024
Total
£'000
7,299
29,194
30,316
61,545 66,809

31 Relationship with related parties and other charities

United Learning Ltd is the sole member of United Church Schools Trust (Limited by Guarantee) (UCST).

At the reporting date, United Learning Ltd owed £35.2m ( 2024: £21.5m ) to UCST in respect of cash balances due. This balance can be seen within amounts owed to group undertakings due within one year.

Brake Bros Ltd - a company in which a Trustee of both United Learning Ltd and United Learning Trust (ULT) is Chief Financial Officer. UCST purchased products from Brake Bros Ltd totalling £7,638 (2024: £5,317) during the period for cash consideration. At the year end, £477 was owed to (2024: £160 owed from) Brake Bros Ltd. UCST made the purchases at arms’ length in accordance with its financial regulations, which the Trustee neither participated in, nor influenced.

ImpactEd Group Limited - a company in which a trustee of ULT is Director. ULT purchased services from ImpactEd Limited (a subsidiary of ImpactEd Group Limited) totalling £98,100 (2024: £27,260) during the period for cash consideration. £720 (2024: £Nil) was owed to ImpactEd Group Limited at the year end. ULT made the purchase at arms’ length in accordance with its financial regulations, which the Trustee neither participated in, nor influenced. In entering into the transaction, ULT has complied with the requirements of the Academy Trust Handbook. The element above £2,500 (2024: £2,500) has been provided ‘at no more than cost’ and ImpactEd Limited has provided a statement of assurance confirming this.

Page 92

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

31 Relationship with related parties and other charities (continued)

N-GAGE - a charity in which a Trustee of ULT is Director. ULT purchased services from N-GAGE totalling £150 (2024: £180) during the period for cash consideration. There were no amounts outstanding at the year end. The transaction resulted in no personal gain to the Trustee, or payment under terms that are preferential to those that would be offered to an organisation with no connection to ULT. In entering into the transaction, ULT has complied with the requirements of the Academy Trust Handbook.

There have been no other transactions with related parties that require disclosure under either FRS 102 Charities SORP (FRS 102) (effective 1 January 2019).

32 Agency arrangements

United Learning Trust (“ULT”); a subsidiary of the Charitable Company, acts as an agent distributing 16-19 bursary funds from the Education and Skills Funding Agency ("ESFA"). Payments received from the ESFA and subsequent disbursements to students are excluded from the Statement of Financial Activities as the Charitable Company does not have control over the charitable application of the funds. The Charitable Company can use up to 5% of the allocation towards its own administration costs and this is recognised in the Statement of Financial Activities.

In the year ended 31 August 2025, ULT received £0.7m ( 2024: £0.7m ) and disbursed £0.4m ( 2024: £0.7m ) from the fund. An amount of £0.9m ( 2024: £0.7m ) is included in other creditors relating to undistributed funds that are repayable to the DfE if not disbursed.

ULT acts as an agent distributing bursary funds from the former National College for Teaching & Leadership ("NCTL") which has now been subsumed into the DfE. Payments received from the NCTL and subsequent disbursements to students are excluded from the Statement of Financial Activities as ULT does not have control over the charitable applications of the funds.

In the year ended 31 August 2025, ULT received £1.6m ( 2024: £0.4m ) and disbursed £1.4m ( 2024: £0.6m ) from the fund. An amount of £0.02m is included in other debtors ( 2024: £0.2m ) relating to funds that are owed by the DfE if not disbursed.

33 Post balance sheet events

There were no post balance sheet events

Page 93

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

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

34 Financial instruments

Financial assets
Financial assets measured at fair value
Financial assets measured at amortised cost
Financial liabilities
Financial liabilities measured at fair value
Financial liabilities measured at amortised cost		 2025
£'000
39,633
311,595		 2024
£'000
13,236
232,284
351,228 245,520
-
162,527		 -
135,489
162,527 135,489

Page 94

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

35 Consolidated statement of financial activities for the year ended 31 August 2024

Note
Income
Income from donations
Voluntary income
6
Net assets/(liabilities) transferred
to or from other charities and on
conversion
Income from charitable activities
School fees receivable
2
Other educational related
activities
3
Grants from Department
for Education
4
Rents and lettings
Other income
Income from other trading
activities
Trading income
Income from investments
Investment income
6
Other income
Gains on disposals of
tangible fixed assets
Total income		 Unrestricted
Restricted
funds
funds
£'000
£'000
13,473
440
1,153
62,450
127,711
-
37,010
-
-
528,922
1,097
-
4
566
6,417
-
6,780
-
(9,183)
-
184,462
592,378		 Unrestricted
Restricted
funds
funds
£'000
£'000
13,473
440
1,153
62,450
127,711
-
37,010
-
-
528,922
1,097
-
4
566
6,417
-
6,780
-
(9,183)
-
184,462
592,378		 Endowment
Total
funds
2024
£'000
£'000
-
13,913
-
63,603
-
127,711
-
37,010
-
528,922
-
1,097
-
570
-
6,417
-
6,780
-
(9,183)
-
776,840		 Endowment
Total
funds
2024
£'000
£'000
-
13,913
-
63,603
-
127,711
-
37,010
-
528,922
-
1,097
-
570
-
6,417
-
6,780
-
(9,183)
-
776,840
184,462
592,378		 -
Acquired operations
Continuing operations
Discontinued operations		 13,495
99,651
170,967
492,727
-
-		 -
-
-
113,146

663,694

-

Page 95

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

35 Consolidated statement of financial activities for the year ended 31 August 2024 (continued)

Note
Expenditure
Expenditure on raising
funds
Trading expenditure
Expenditure on charitable
activities
School and academy
operating costs, project
management and
finance costs
Total expenditure
8		 Unrestricted
funds
£'000
1,339
158,503		 Restricted
funds
£'000
-
544,779		 Endowment
funds
£'000
-
-		 Total
2023
£'000
1,339
703,282
704,621
159,842 544,779 -
Acquired operations
Continuing operations
Discontinued operations		 5,167
154,675
-		 36,252
508,527
-		 -
-
-		 41,419
663,202
-

Page 96

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

Note
Net incoming/ (outgoing)
resources before
investment gains and
transfers		 Unrestricted
funds
£'000
24,620		 Restricted
funds
£'000
47,599		 Endowment
funds
£'000
-
Total

2023

£'000

72,219
Acquired operations
Continuing operations
Discontinued operations		 8,328
16,292
-		 63,399
(15,800)
-		 -
-
-
71,727

492
-
Net (losses) on investments
Transfers between funds
Net income/(outgoing)
resources before other
recognised
gains and losses
Actuarial gains on defined
benefit
pension schemes
28
Net movement in
funds for the year		 1,214
(4,533)		 74
4,533		 -
-
1,288

-

73,507

3,633

77,140
21,301
(127)		 52,206
3,760		 -
-
21,174 55,966 -
Acquired operations
Continuing operations
Discontinued operations		 8,328
12,846
-		 63,399
(7,433)
-		 -
-
-
71,727

5,413
-
Funds brought forward
at 1 September 2023
Funds carried forward
at 31 August 2024		 174,304 859,037 277
1,033,618

1,110,758
195,478 915,003 277

Page 97

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

The following pages are unaudited and do not form part of the statutory financial statements

Page 98

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

UNAUDITED STATEMENT OF FINANCIAL ACTIVITIES – UNITED LEARNING LTD FOR THE YEAR ENDED 31 AUGUST 2025

Incoming resources
Incoming resources from generated funds
Investment income
(Losses)/gains on disposals of tangible fixed assets
Incoming resources from charitable activities
Rents
Other income
Total incoming resources
Resources expended
Charitable activities
School and academy operating costs, project
management and finance costs
Total resources expended		 Unrestricted
funds
£'000
126
(1,899)
4,078
-		 Restricted
funds
£'000
-
-
-
-		 Endowment
funds
£'000
-
-
-
-		 Total
2025
£'000
126
(1,899)
4,078
-		 Total
2024
£'000
864
(3,825)
3,099
4
2,305 - - 2,305 142
(4,357) - - (4,357) (5,006)
(4,357) - - (4,357) (5,006)

Charitable activities School and academy operating costs, project management and finance costs Total resources expended

Page 99

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

UNAUDITED STATEMENT OF FINANCIAL ACTIVITIES – UNITED LEARNING LTD FOR THE YEAR ENDED 31 AUGUST 2025

Net (outgoing)/incoming resources before transfers
Net (outgoing)/incoming resources before other
recognised gains and losses
Other recognised gains and losses
Investment revaluation losses
Net movement in funds for the year
Funds brought forward at 1 September 2024
Funds carried forward at 31 August 2025		 Unrestricted
funds
£'000
(2,052)		 Restricted
funds
£'000
-		 Endowment
funds
£'000
-		 Total
2025
£'000
(2,052)		 Total
2024
£'000
(4,864)
(2,052)
-		 -
(13)		 -
-		 (2,052)
(13)		 (4,864)
63
(2,052) (13) - (2,065) (4,801)
110,531 830 277 111,638 116,439
108,479 817 277 109,573 111,638

Page 100

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

STATEMENT OF NET DEBT – UNITED LEARNING LTD FOR THE YEAR ENDED 31 AUGUST 2025

Cash and cash equivalents
Overdraft facility repayable
on demand
Debt due after one year		 At
1 September
2024
£'000
3
(24,271)
(10,000)
Cash
flows
£'000
(3)
13,662
-		 Repayment
of bank
loans
£'000
-
(10,000)
10,000		 At
31 August
2025
£'000
-
(20,609)
-
(20,609)
(34,268) 13,659 -

Page 101

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

UNAUDITED CASH FLOW STATEMENT – UNITED LEARNING LTD FOR THE YEAR ENDED 31 AUGUST 2025

Note
Cash flows from operating activities
1
Cash flows from investing
activities:
Purchase of tangible fixed assets
Sale of tangible fixed assets
Net cash used in investing activities
Financing
Repayments of borrowing
Interest paid
Interest received
Net cash (used in) financing
activities
Change in cash and cash
equivalents
Cash and cash equivalents brought
forward
2
Cash and cash equivalents carried
forward
2		 £'000
(3,095)
5		 2025
£'000
16,731
(3,090)
(9,982)		 £'000
(5,168)
-		 2024
£'000
(1,068)
(5,168)
(414)
(10,000)
(108)
126		 (431)
(847)
864
3,659 (6,650)
(24,268) (17,618)
(20,609) (24,268)

Page 102

Docusign Envelope ID: 223F3962-2FBA-4D8F-8EB0-6B98AD01E81D

UNITED LEARNING LTD AND ITS SUBSIDIARY UNDERTAKINGS

UNAUDITED NOTES TO THE CASH FLOW STATEMENT – UNITED LEARNING LTD FOR THE YEAR ENDED 31 AUGUST 2025

1

Reconciliation of net movement in funds to net cash flow from operating activities

Changes in resources before transfers and revaluations
Depreciation
Loss on disposal of fixed assets
Revaluation of investments
Interest paid
Interest received
Increase in debtors
Increase/(decrease) in creditors
Net cash provided by operating activities		 2025
£'000
(2,065)
4,018
1,899
13
108
(126)
(130)
13,014
16,731		 2024
£'000
(4,801)
3,978
3,825
(63)
847
(864)
-
(3,990)
(1,068)

2 Analysis of cash and cash equivalents

Cash at bank and in hand
Bank overdrafts
Total cash and cash equivalents		 2025
£'000
-
(20,609)		 2024
£'000
3
(24,271)
(20,609) (24,268)

Page 103