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2023-07-31-accounts

REGISTERED COMPANY NUMBER: 00572205 (England and Wales) REGISTERED CHARITY NUMBER: 527386

Report of the Trustees and

Audited Financial Statements for the Year Ended 31 July 2023

for

Teesside High School Limited (A Company Limited by Guarantee)

Anderson Barrowcliff LLP Statutory Auditors Chartered Accountants 3 Kingfisher Court Bowesfield Park Stockton on Tees TS18 3EX

Teesside High School Limited

Contents of the Financial Statements for the Year Ended 31 July 2023

Page
Reference and Administrative Details 1
Report of the Trustees 2 to 7
Report of the Independent Auditors 8 to 10
Statement of Financial Activities 11
Balance Sheet 12
Cash Flow Statement 13
Notes to the Cash Flow Statement 14
Notes to the Financial Statements 15 to 27

Teesside High School Limited

Reference and Administrative Details for the Year Ended 31 July 2023

COMPANY REGISTRATION
NUMBER: 00572205
CHARITY REGISTRATION NUMBER: 527386
REGISTERED OFFICE: The Avenue
Eaglescliffe
Stockton on Tees
TS16 9AT
GOVERNORS AND DIRECTORS
(REFERRED TO AS GOVERNORS): Mr R R Tindle - Chair
Mrs A Greenwood - Vice Chair
Mr C A S Atha
Mr T Cook
Mrs A Councell - Resigned 13 January 2023
Mrs A Guest
Mr D Macafee
Dr A Steele
Mr R J Stone
Mrs C Symon - Resigned 29 August 2023
Mr A Warrior
Mr C G Watson
Mr T G Watson
THE HEADTEACHER: Mrs K Mackenzie
SENIOR LEADERSHIP TEAM: Mrs K Mackenzie (Head Teacher)
Mr P Herbert (Facilities Manager)
Miss S Hockney (Marketing Manager)
Mrs L McCann (Finance Manager)
Miss N Stephens (Deputy Head, Pastoral)
Mrs C Williams (Director of Prep School)
Mr S Atkinson (Assistant Head)
Mr A Meyerhoff (Assistant Head)
Mr P Clarke (Assistant Head)
Mr D List (Assistant Head)
BANKERS: Barclays Bank plc
Barclays House
5 St Ann's Street
Quayside
Newcastle
NE1 3DX
Endeavour Partnership
SOLICITORS: LLP
Tobias House
St Mark's Court
Teesdale Business Park
Teesside
TS17 6QW
AUDITORS: Anderson Barrowcliff LLP
3 Kingfisher Court
Bowesfield Park
Stockton on Tees
TS18 3EX

Page 1

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

The Board of Governors of Teesside High School Limited ("Teesside High School") are pleased to present their annual report under the Charities Act 2011, together with the financial statements of the charity for the year ending 31 July 2023 which are also prepared to meet the requirements for Companies Act purposes.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum & Articles of Association, and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019).

REFERENCE AND ADMINISTRATIVE INFORMATION

Teesside High School Limited was founded in 1970, as a result of the amalgamation of Queen Victoria High School (founded 1883) and Cleveland School (founded 1939). The School is constituted as a company limited by guarantee registered in England and Wales, Company Number 00572205, and is registered with the Charity Commission under Charity Number 527386.

Directors

The Agnes Spencer Charitable Trust ("Trust") is entitled to appoint a Governor of the school. The Trust has resolved that, for the present time, the right to appoint a Governor would not be exercised.

Governors are appointed for a term of three years. They can be re-elected.

Details of Governors, Senior Leadership Team and professional advisors can be found on page 1.

OBJECTIVES AND ACTIVITIES

Strategic Aim

Teesside High School is a small community with traditional values. Alongside our excellent reputation and record of high achievement, we find that parents value our inclusive ethos and belief that every child matters. With high quality teaching and learning at the heart of everything we do, we provide a caring, friendly and welcoming environment, in which each individual is nurtured, challenged and supported.

Everything we do is shaped by our aims:

Page 2

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

OBJECTIVES AND ACTIVITIES

Principal Objectives

Teesside High School strives to be the independent school of choice for parents in the Tees Valley. Our principle objective is to continue to develop the school's delivery of first class teaching and learning, with the aim of securing outstanding performance in public examinations. Other objectives include continuing our superb record of success in the sporting and cultural fields, maintaining an unrivalled co-curricular offer outside of the classroom, delivering unrivalled pastoral care and focusing our efforts on recruitment of new pupils and retention of our existing students, with the objective that as many as possible continue their education at Teesside High School, from Nursery through to Sixth Form.

Developing the school's infrastructure remains a key priority for the Governors, who endeavour to invest in the school's facilities where possible within the constraints of the funds available.

Principal Activity

The charitable company's principal activity continues to be the provision of education for children aged 3-18 years old.

Grant making

In the year ended 31 July 2023, we supported 58 children through our grant-making activities. Bursary support is available subject to a financial means test and total bursaries awarded were £80,457 (2022: £88,858).

Public Benefit

The charitable company has sought to widen access in the spirit of the Charities Act by continuing to award means-tested support as detailed in the grant-making section above. The policy of allocating grants according to financial means has been rigorously applied.

The school has made considerable progress in its work with the local community in recent years, through a number of initiatives. We continue to provide outstanding opportunities to broaden the horizons of young people in local partner schools, many of whom are from disadvantaged backgrounds, through an extensive primary liaison programme.

Forest School classes are offered to local primary schools and the school's Holiday Camps, Big Adventures and Mountain Activity, continue to prove extremely popular with families in the local community. The numbers of children attending holiday camp has increased further this year with an equal number of attendees from the community, not just our own pupils.

The school's co-curricular offer provides yet another strand of community partnership and students are working on local charitable initiatives which allows them to realise their potential and showcase skills in a variety of areas, not least their generosity and spirit.

Charity lies at the heart of the school community and we continue to support a wide range of local and national charities such as Children in Need, Macmillan Cancer Support, Comic Relief, Mission Christmas and The Hebron Food Bank.

The school frequently hires its facilities to external organisations at subsidised rates during evenings, weekends and school holidays, providing a huge benefit to the community. With the disbandment of the Stockton Music Festival we have managed to retain our strong musical links, hosting the Tees Valley Youth Orchestra regular practices and concerts.

The school continues to support the professional development of teachers, both through CPD training and through the training and employment of Early Careers Teachers (ECTs).

A full log of all events and grants made is updated and discussed by the Board of Governors regularly. In addition to the contribution made to the Local Authorities by way of indirect benefit, and to the Exchequer in the form of irrecoverable VAT, the school has provided training and resources which have directly benefited over 500 young people and adults.

We are committed to exploring imaginatively every avenue to widen access and demonstrate a commitment to local public benefit.

The Governors confirm that they have complied with the duty in section 4 of Charities Act 2006 to have due regard to guidance published by the commission regarding public benefit.

Page 3

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

STRATEGIC REPORT Achievement and performance Operational Performance of the School

Academic

We were once again thrilled to secure an outstanding set of A-level results in August 2023, with students securing an impressive 100% pass rate for the fifth successive year.

Almost a third of all examination results secured impressive A-A grades, and a quarter of all Year 13 pupils achieved a clean sweep of prestigious high grades (A-B), securing places to read degree courses such as Medicine, Law, Biochemistry and Politics and International Relations, to name just a few.

At GCSE, almost a third of all Year 11 pupils secured 5 or more of the highest possible GCSE grades (7-9), equivalent to A*-A.

The school also recorded an improved overall GCSE pass rate despite a return to pre-pandemic grading; 91% of students secured five 9-4 grades (A*-C) against a North East average of 67.8%.

Whilst we place significant importance on academic attainment, we are particularly proud that our students achieve such incredible outcomes in addition to their sporting, creative, musical and outdoor education honours.

Sporting

As a school we have experienced a plethora of team honours in recent years. We enter numerous leagues and competitions throughout the academic year and have achieved many great accolades, county hockey league winners, Athletics league winners and also Tees Valley Rounders Champions.

We had a record number of pupils attending trials and gaining representation beyond school from District to National level. In high school we had 10 Hockey players, 8 Netballers, 3 Footballer's 4 Cross country runners, 9 Athletes and 1 Cricketer who were all selected and are moving up the performance pathways for their chosen activity. Which for our small community is amazing and I am sure some of these names will feature in our new sporting hall of Fame, where we celebrate and recognise sporting talent at the highest level.

Cultural

All our usual events of Harvest Festival, Remembrance Day, Winter concerts, Carol Services and Creative Arts evenings continue to be well attended by families, friends and the wider community.

The Drama department continues to thrive with Lamda examinations seeing 52 entries this year with all students achieving distinction grades. The department has welcomed a number of visiting speakers and theatre companies this year which has supplemented the extensive program of visits to see live theatre in the local area.

Our Music department continues to thrive after another exciting year full of performances and learning opportunities. Academic success at the highest level continues our trend of 100% Distinction grades in BTEC Music Performance, and increasing numbers of students taking individual musical examinations, with several students being invited to perform at prestigious High Scorers concerts in the region.

Students have found inspiration in seeing professional musicians perform, such as the Royal Northern Sinfonia Orchestra, and have experienced life on the other side of the stage with bespoke technical backstage tours at venues like The Globe, in Stockton. The Senior Orchestra, Strings Group and Senior Choir learned a considerable amount of new repertoire throughout the year in preparation for their tour to Paris in June. In addition to all the regular events during the school year, they treated us to a special preview concert before the tour began, with pieces from Vivaldi and Handel, through to Adele, The Eurythmics and many more.

The Senior Production of Into the Woods in collaboration with the Drama department featured the twisted tales of many a fairy story, not to mention a life-size cow puppet and a 12 foot princess tower! Three primary schools came to watch a special preview and we are delighted that they will be working with us on our next production of Oliver.

Our commitment to extensive co-curricular activities continue with a wide-reaching selection of activities involving physical challenge such as paddle boarding, woodland school and sports, skills building in orienteering, crochet and Japanese club and community work with charity fundraising, seniors to seniors and litter picking. Our Duke of Edinburgh Scheme continues to develop student's self-reliance, resilience and teamwork and we are pleased to see the number of participants continue to grow again this year with an incredible 50% of our Year 9 and 10 cohort participating in the bronze award.

Page 4

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

STRATEGIC REPORT

Financial review

The charitable company's net incoming resources for the year were £301,478 (2022: £422,613) before depreciation and £193,628 net incoming resources after depreciation (2022: £225,418). The results were in line with expectations for the year and the Board of Governors are pleased with the results shown in the accounts for the year ended 31 July 2023.

The school consider a number of key performance indicators in relation to financial performance. These indicators allow the school to monitor performance over time and in relation to the sector in general.

Reserves policy

The charitable company's reserve policy is to maintain sufficient unrestricted funds to enable it to meet its short term financial obligations in the event of an unexpected revenue shortfall. In particular the aim is to generate sufficient surplus to cover repayment of loans and capital expenditure each year. The Governors are confident that the charitable company is making significant progress towards this objective. Total reserves at 31 July 2023 are £3,081,350 and further details on reserves is given in note 23 to the accounts.

Risk Management

The Board of Governors regularly assess risks and uncertainties faced by the charitable company. The main risks are considered to be the general economic environment and the recruitment and retention of pupils and key members of staff. The Board of Governors believes that this regular assessment of risks is adequate to mitigate those risks.

Arrangements for setting remuneration of key management personnel

The Board of Governors, and specifically the Staffing Committee, is responsible for setting the remuneration of key management personnel. They take into account the results of the School's annual performance management process as well as knowledge of the local market and comparison to other relevant bench-marking processes.

Investment policy and objectives

The charitable company has absolute power of investment of its corporate reserves. The Board of Governors continue to keep under review the investment risks and rewards in the current state of the market, and having taken professional advice, seek to obtain the best return from invested cash that on average exceeds general inflation.

FUTURE PLANS

Increasing our commitment to the community remains a priority for us and we are looking at a number of possible projects for the next few years including but not limited to expanding forest school activities and events, provision of holiday clubs for the wider community and our own pupils, improved outdoor social spaces and hospitality provision. We continue to develop links with Tees Outdoors and Mac Camp for the provision of water sports and adventurous activity.

Moving forward we will continue to strive to be the independent school of choice in the Tees Valley. We aspire to provide educational excellence in all areas of our academic profile, giving exceptional value added for our students, not only in examinations, but also in their experiences outside of the classroom, too.

Our vision of one school providing exceptional education for 3-18 year olds will continue to be a driving force, as we work together to create a seamless transition from one key stage to the next with our core values at the heart of all areas.

STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document

Teesside High School is governed by its Memorandum and Articles of Association, last amended on 6 December 2004.

Board of Governors

Regular reviews of the current Board of Governors are used to assess areas where there may be skills shortages, and new Governors should be recruited. Potential Governors complete an application form, meet with the Chair of Governors and must also receive clearance from the Disclosure and Barring Service (DBS). Governors, who are also required under the Articles of Association to serve as members of the Company, are elected at a full Board of Governors meeting and required to meet specifications concerning eligibility, personal competence, specialist skills and local availability. Any Governors appointed at a Board of Governors meeting are required to offer themselves for re-election at the first annual general meeting following their appointment.

Page 5

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governor Training

New Governors are inducted into the workings of the school, and also of the Company as a registered charity, including board policy and procedures. Child protection training is made available annually to all Board members and is undertaken at least triennially by the Governor designated as the Child Protection Governor. Members avail themselves of training and induction courses offered by AGBIS (the Association of Governing Bodies of Independent Schools) and the Chair of Governors is eligible for joint training with the Head through The Society of Heads.

Organisational Management

The Board of Governors meet at least six times a year to determine the general policy of the school and review its overall management and control for which they are legally responsible. The Finance and General Purposes Committee meet at least six times a year to implement the requirements of the Board of Governors' policy. Other committees including Marketing, Education and Curriculum, Facilities, Human Resources and Staffing meet periodically and report to the full Board of Governors.

The day-to-day management of the school is delegated to the Head and the Senior Leadership Team (SLT). Certain members of the SLT attend all meetings of the Board of Governors' committees where relevant. However, SLT members do not have voting rights at those meetings.

Related parties

The charitable company has a wholly owned non-charitable subsidiary, Teesside High School Enterprises Limited. The purpose of the subsidiary is to raise revenue generally from non-school fee income. The subsidiary has not traded in the year.

STATEMENT OF TRUSTEES' RESPONSIBILITIES

The Governors (who are also directors of Teesside High School Limited for the purposes of company law) are responsible for preparing the Report of the Governors and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

Page 6

Teesside High School Limited

Report of the Trustees for the Year Ended 31 July 2023

Report of the trustees, incorporating a strategic report, approved by order of the board of trustees, as the company directors, on ............................................. and signed on the board's behalf by:

........................................................................ R R Tindle - Trustee

Page 7

Report of the Independent Auditors to the Members of Teesside High School Limited

Opinion

We have audited the financial statements of Teesside High School Limited (the 'charitable company') for the year ended 31 July 2023 which comprise the Statement of Financial Activities, the Balance Sheet, the 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 (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

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 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 trustees are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Report of the Independent Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Page 8

Report of the Independent Auditors to the Members of Teesside High School Limited

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where 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' Responsibilities, 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 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 charitable company or to cease operations, or have no realistic alternative but to do so.

Our 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 a Report of the Independent Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

Based on our understanding of the charity, we have considered applicable laws and regulations which may be fundamental to the charity's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias in significant accounting estimates and any significant one-off or unusual transactions.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Page 9

Report of the Independent Auditors to the Members of Teesside High School Limited

Auditors' responsibilities for the audit of the financial statements (continued)

Audit procedures performed by the engagement team included:

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

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 auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

H Wilson FCA (Senior Statutory Auditor) for and on behalf of Anderson Barrowcliff LLP Statutory Auditors Chartered Accountants 3 Kingfisher Court Bowesfield Park Stockton on Tees TS18 3EX

Date: .............................................

Page 10

Teesside High School Limited

Statement of Financial Activities

(Incorporating an Income and Expenditure Account) for the Year Ended 31 July 2023

Notes
INCOME AND ENDOWMENTS FROM
Donations and legacies
3
Charitable activities
6
Charity's educational operations
Other trading activities
4
Investment income
5
Total
EXPENDITURE ON
Charitable activities
7
Charity's educational operations
NET INCOME
RECONCILIATION OF FUNDS
Total funds brought forward
TOTAL FUNDS CARRIED FORWARD		 Unrestricted
funds
£
49,096
4,361,073
43,768
26,753
4,480,690
4,287,062
193,628
2,887,722
3,081,350		 Restricted
fund
£
-
-
-
-
-
-
-
-
-		 2023
Total
funds
£
49,096
4,361,073
43,768
26,753
4,480,690
4,287,062
193,628
2,887,722
3,081,350		 2022
Total
funds
£
104,485
4,243,968
24,636
8,818
4,381,907
4,156,489
225,418
2,662,304
2,887,722

The notes form part of these financial statements

Page 11

Teesside High School Limited (Registered number: 00572205)

Balance Sheet 31 July 2023

Notes
FIXED ASSETS
Tangible assets
14
Investments
15
CURRENT ASSETS
Stocks
16
Debtors
17
Cash at bank and in hand
CREDITORS
Amounts falling due within one year
18
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT
LIABILITIES
CREDITORS
Amounts falling due after more than one year
19
NET ASSETS
FUNDS
23
Unrestricted funds
TOTAL FUNDS		 Unrestricted
funds
£
4,409,137
100,805
4,509,942
334
1,341,678
507,420
1,849,432
(1,959,998)
(110,566)
4,399,376
(1,318,026)
3,081,350		 Restricted
fund
£
-
-
-
-
-
-
-
-
-
-
-
-		 2023
Total
funds
£
4,409,137
100,805
4,509,942
334
1,341,678
507,420
1,849,432
(1,959,998)
(110,566)
4,399,376
(1,318,026)
3,081,350
3,081,350
3,081,350		 2022
Total
funds
£
4,423,096
100,719
4,523,815
449
1,214,430
430,423
1,645,302
(1,837,162)
(191,860)
4,331,955
(1,444,233)
2,887,722
2,887,722
2,887,722

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

............................................. R R Tindle - Trustee

............................................. T Cook - Trustee

The notes form part of these financial statements

Page 12

Teesside High School Limited

Cash flows from operating activities
Cash generated from operations
Interest paid
Net cash provided by operating activities
Cash flows from investing activities
Purchase of tangible fixed assets
Purchase of fixed asset investments
Interest received
Net cash used in investing activities
Cash flows from financing activities
Loan repayments in year
Capital repayments in year
Net cash used in financing activities
Change in cash and cash equivalents in
the reporting period
Cash and cash equivalents at the
beginning of the reporting period
Cash and cash equivalents at the end of
the reporting period		 Cash Flow Statement
for the Year Ended 31 July 2023
2023
Notes
£
1
372,940
(95,987)
276,953
(93,891)
(86)
26,753
(67,224)
(132,732)
-
(132,732)
76,997
430,423
507,420		 2022
£
474,238
(63,122)
411,116
(156,929)
(1)
8,818
(148,112)
(128,040)
(6,559)
(134,599)
128,405
302,018
430,423

Notes
1

The notes form part of these financial statements

Page 13

Teesside High School Limited

Notes to the Cash Flow Statement for the Year Ended 31 July 2023

1. RECONCILIATION OF NET INCOME TO NET CASH FLOW FROM OPERATING ACTIVITIES

Net income for the reporting period (as per the Statement of Financial
Activities)
Adjustments for:
Depreciation charges
Interest received
Interest paid
Decrease in stocks
Increase in debtors
Increase in creditors
Net cash provided by operations		 2023
£
193,628
107,850
(26,753)
95,987
115
(127,248)
129,361
372,940		 2022
£
225,418
197,195
(8,818)
63,122
266
(55,620)
52,675
474,238

2. ANALYSIS OF CHANGES IN NET DEBT

Net cash At 1.8.22
Cash flow
At 31.7.23
£
£
£
Cash at bank and in hand 430,423
76,997
507,420
430,423
76,997
507,420
Debt
Debts falling due within 1 year (135,261)
6,525
(128,736)
Debts falling due after 1 year (1,444,233)
126,207
(1,318,026)
(1,579,494)
132,732
(1,446,762)
Total (1,149,071)
209,729
(939,342)

The notes form part of these financial statements

Page 14

Teesside High School Limited

Notes to the Financial Statements for the Year Ended 31 July 2023

1. STATUTORY INFORMATION

Teesside High School Limited is constituted as a company limited by guarantee in the United Kingdom, registered in England and Wales. In the event of the charity being wound up, the liability in respect of the guarantee is limited to £1 per member of the charity. The address of the registered office is given in the charity information on page 1 of these financial statements.

The financial statements are prepared on a going concern basis under the historical cost convention as amended by deemed cost. The financial statements are prepared in sterling which is the functional currency of the charity and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2. ACCOUNTING POLICIES

General information and basis of preparation

The financial statements of the charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, with the exception of investments which are included at market value.

Preparation of consolidated financial statements

The company has taken the exemption under Section 402 of the Companies Act 2006 not to prepare consolidated financial statements, as the subsidiary is dormant in the current and prior year. The subsidiary has neither assets nor liabilities in the current and prior year. These financial statements present information about the company as a single undertaking.

Judgements and key sources of estimation uncertainty

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

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

Income recognition

All incoming resources are included in the Statement of Financial Activities (SOFA) when the charity is legally entitled to the income after any performance conditions have been met, the amount can be measured reliably and it is probable that the income will be received.

Fees received in advance of education to be provided in future years are held as liabilities until taken to income in the term when used.

For donations to be recognised the charity will have been notified of the amounts and the settlement date in writing. If there are conditions attached to the donation and this requires a level of performance before entitlement can be obtained then income is deferred until those conditions are fully met or the fulfilment of those conditions is within the control of the charity and it is probable that they will be fulfilled.

No amount is included in the financial statements for volunteer time in line with the SORP (FRS 102).

continued...

Page 15

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

2. ACCOUNTING POLICIES - continued

Expenditure recognition

All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs related to the category. Expenditure is recognised where there is a legal or constructive obligation to make payments to third parties, it is probable that the settlement will be required and the amount of the obligation can be measured reliably. All expenditure is categorised as "Expenditure on charitable activities".

Irrecoverable VAT is charged as an expense against the activity for which expenditure arose.

Support costs allocation

Support costs are those that assist the work of the charity but do not directly represent charitable activities and include office costs, governance costs and administrative payroll costs. They are incurred directly in support of expenditure on the objects of the charity. The analysis of these costs is included in note 9.

Tangible fixed assets

Tangible fixed assets costing less than £1,000 (2022 - £500) are not capitalised.

Freehold land has not been depreciated. Freehold buildings are maintained to a very high standard and are therefore considered to have an indefinite useful economic life. As such they are not depreciated, but annual impairment reviews have so far confirmed that their service potential remains undiminished. Depreciation of other assets is provided at rates calculated to write off the cost less estimated residual value evenly over the estimated useful economic lives of each class of asset, subject to annual review, as follows:

Land and buildings - 8-20 years
Furniture and equipment - 3-10 years
Motor vehicles - 5 years

Investments

Listed investments are stated at market value at the balance sheet date. The SOFA includes the net gains and losses arising on revaluations and disposals throughout the year.

Interest received on investments held as cash are credited to the SOFA.

Taxation

The charity is an exempt charity within the meaning of schedule 3 of the Charities Act 2011 and is considered to pass the tests set out in Paragraph 1 Schedule 6 Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes.

Funds

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

Restricted Funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the charity for particular purposes. The cost 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.

Leases and hire purchase

Rentals payable and receivable under operating leases are charged to the SOFA on a straight line basis over the period of the lease.

Assets obtained under hire purchase contracts are capitalised in the balance sheet and depreciated over their estimated useful lives. The interest element of these obligations is charged to the SOFA over the relevant period. The capital element of future payments is treated as a liability.

continued...

Page 16

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

2. ACCOUNTING POLICIES - continued

Debtors and creditors receivable/payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in expenditure.

Stocks

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

Financial instruments

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

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Employee benefits

When employees have rendered service to the charity, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The charity operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Retirement benefits to teachers of the school are provided by the Teachers' Pension Scheme (TPS). This is a defined benefit scheme which is externally funded and contracted out of the State Earnings - Related Pension Scheme. Contributions to the scheme are calculated so as to spread the cost of pensions over employees' working lives with the school in such a way that the pension cost is a substantially level percentage of current and future pensionable payroll. The contributions are determined by qualified actuaries on the basis of quadrennial valuations using a prospective benefit method. The TPS is a multi-employer scheme and the school is unable to identify its share of the underlying assets and liabilities of the scheme on a consistent and reasonable basis. The TPS is therefore treated as a defined contribution scheme and the contributions recognised as they are paid each year.

Going concern

The financial statements have been prepared on a going concern basis as the Governors believe that no material uncertainties exist. The Governors have considered the level of funds held and the expected level of income and expenditure for 12 months from authorising these financial statements. The budgeted income and expenditure is sufficient with the level of reserves for the charity to be able to continue as a going concern.

continued...

Page 17

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

3. DONATIONS AND LEGACIES

Donations
Grants
Grants received, included in the above, are as follows:
Apprentice Grant
4.
OTHER TRADING ACTIVITIES
Facility lettings
Commissions
Fundraising
5.
INVESTMENT INCOME
Deposit account interest
6.
INCOME FROM CHARITABLE ACTIVITIES
Activity
Tuition fees
Charity's educational operations
Catering
Charity's educational operations
Examinations
Charity's educational operations
Transport/locker charges
Charity's educational operations
Holiday/After school care
Charity's educational operations
Uniform sales
Charity's educational operations		 2023
£
47,096
2,000
49,096
2023
£
2,000
2023
£
19,851
1,000
22,917
43,768
2023
£
26,753
2023
£
3,893,731
253,341
59,477
129,247
18,975
6,302
4,361,073		 2022
£
99,485
5,000
104,485
2022
£
5,000
2022
£
14,709
496
9,431
24,636
2022
£
8,818
2022
£
3,799,864
256,557
51,197
125,409
6,419
4,522
4,243,968

continued...

Page 18

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

7. CHARITABLE ACTIVITIES COSTS

Charity's educational operations
8.
DIRECT COSTS OF CHARITABLE ACTIVITIES
Staff costs
Travel and trips
Educational supplies
9.
SUPPORT COSTS
Charity's educational operations
Support costs, included in the above, are as follows:
Management
Support staff costs
Welfare costs
Premises costs
Administration costs
Grants awarded to pupils
Finance costs
Depreciation
Governance costs
Wages
Audit & accountancy
Other governance costs
Legal & professional fees
School inspection		 Direct
Costs (see
note 8)
£
2,681,312
Management
£
1,541,033		 Support
costs (see
note 9)
£
1,605,750
2023
£
2,364,098
166,298
150,916
2,681,312
Governance
costs
£
64,717
2023
Charity's
educational
operations
£
496,032
143,594
375,499
188,317
121,123
108,618
107,850
1,541,033
2023
Charity's
educational
operations
£
32,516
9,867
1,877
17,036
3,421
64,717		 Totals
£
4,287,062
2022
£
2,287,090
147,218
135,511
2,569,819
Totals
£
1,605,750
2022
Total
activities
£
493,714
140,615
351,214
131,950
132,357
73,807
197,195
1,520,852
2022
Total
activities
£
31,761
9,119
216
21,286
3,436
65,818

continued...

Page 19

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

10. NET INCOME/(EXPENDITURE)

----- Start of picture text -----
2023 2022
£ £
Net expenditure for the period includes:-
Operating leases - plant and machinery 23,753 23,833
Depreciation - on owned assets 107,850 190,848
-
- on hire purchase 6,347
Fees payable to auditor - audit 8,610 8,118
- other services 1,257 1,001
----- End of picture text -----

11. TRUSTEES' REMUNERATION AND BENEFITS

No Governors remuneration or expenses were paid during the year.

Trustees' expenses

There were no trustees' expenses paid for the year ended 31 July 2023 nor for the year ended 31 July 2022.

12. STAFF COSTS

----- Start of picture text -----
|||| |---|---|---| |2023|2022| |£|£| |Wages and salaries|2,306,680|2,251,020| |Social security costs|198,167|199,930| |Pension contributions|387,349|364,276| |Total staff costs|2,892,646|2,815,226|

----- End of picture text -----

The total amount of employee benefits received by key management personnel is £515,875 (2022 - £437,924). The Charity considers its key management personnel comprise the Senior Leadership Team.

The average monthly number of employees during the year was as follows:

----- Start of picture text -----
|||| |---|---|---| |2023|2022| |Key management personnel|9|8| |Teaching staff - Full time|23|24| |Teaching staff - Part time|16|15| |Teaching support staff|16|20| |Administration|8|9| |Other|19|18| |91|94|

----- End of picture text -----

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

----- Start of picture text -----
|||| |---|---|---| |2023|2022| |£80,001 - £90,000|1|1|

----- End of picture text -----

continued...

Page 20

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

13. COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES

INCOME AND ENDOWMENTS FROM
Donations and legacies
Charitable activities
Charity's educational operations
Other trading activities
Investment income
Total
EXPENDITURE ON
Charitable activities
Charity's educational operations
NET INCOME/(EXPENDITURE)
RECONCILIATION OF FUNDS
Total funds brought forward
TOTAL FUNDS CARRIED FORWARD
14.
TANGIBLE FIXED ASSETS
COST
At 1 August 2022
Additions
At 31 July 2023
DEPRECIATION
At 1 August 2022
Charge for year
At 31 July 2023
NET BOOK VALUE
At 31 July 2023
At 31 July 2022		 Land and
buildings
£
4,402,132
46,037
4,448,169
355,653
40,944
396,597
4,051,572
4,046,479		 Unrestricted
funds
£
104,485
4,243,968
24,636
8,818
4,381,907
4,154,497
227,410
2,660,312
2,887,722
Furniture
and
equipment
£
1,544,595
47,854
1,592,449
1,203,548
54,127
1,257,675
334,774
341,047		 Restricted
fund
£
-
-
-
-
-
1,992
(1,992)
1,992
-
Motor
vehicles
£
129,227
-
129,227
93,657
12,779
106,436
22,791
35,570		 Total
funds
£
104,485
4,243,968
24,636
8,818
4,381,907
4,156,489
225,418
2,662,304
2,887,722
Totals
£
6,075,954
93,891
6,169,845
1,652,858
107,850
1,760,708
4,409,137
4,423,096

continued...

Page 21

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

15. FIXED ASSET INVESTMENTS

MARKET VALUE
At 1 August 2022
Additions
At 31 July 2023
NET BOOK VALUE
At 31 July 2023
At 31 July 2022
There were no investment assets outside the UK.
The increase in value of £86 (2022 - £1) relates to interest received.
16.
STOCKS
Stocks
17.
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade debtors
Other debtors
Prepayments and accrued income
18.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank loans and overdrafts (see note 20)
Trade creditors
Social security and other taxes
Other creditors
Accruals & deferred income		 2023
£
334
2023
£
1,266,546
10,255
64,877
1,341,678
2023
£
128,736
71,981
51,185
109,602
1,598,494
1,959,998		 Cash and
settlements
pending
£
100,719
86
100,805
100,805
100,719
2022
£
449
2022
£
1,151,646
14,104
48,680
1,214,430
2022
£
135,261
48,419
62,031
68,693
1,522,758
1,837,162

Included in accruals and deferred income is deferred income relating to future pupil term fees as follows:

Deferred Income 2023
£
1,396,790		 2022
£
1,280,685

continued...

Page 22

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

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

Bank loans (see note 20)
20.
LOANS
Amounts repayable by instalments:
In one year or less
In over one to five years
In over five years		 2023
£
1,318,026		 2022
£
1,444,233
2023
£
128,736
537,393
780,633
1,446,762		 2022
£
135,621
579,276
864,957
1,579,494

Bank loans comprises amounts drawn down under two separate term facilities.

On 28 September 2018 the company received a loan of £1.6m with a term of five years and repayment profile of fifteen years repayable in quarterly instalments commencing in December 2018. Interest was payable at a variable rate of 2.95% over base rate. As the loan was due to expire in September 2023 with a lump sum falling due to be paid, the company began finance renegotiations and substantially agreed the terms for the new loan facility before 31 July 2023. The loan agreement was signed after the year end.

Whilst the legal form of this loan facility was such that the creditor was, by virtue of the original loan agreement termination date of September 2023, due for repayment within 12 months of the balance sheet date, in reality, the majority of the loan was not repayable within 12 months due to successful finance renegotiations prior to 31 July 2023. The new loan agreement effectively represents a continuation of existing loan finance, albeit with some amended terms, including, but not limited to, a change in the interest rate and capital repayment dates.

As such, in accordance with FRS 102 para 2.8, the loan creditor has been accounted for in line with the underlying 'substance' of the transactions, i.e. a continuation of the finance arrangement, rather than its legal 'form'.

Under the new loan agreement, interest is payable at a variable rate of 2.5% over base rate. The repayment profile follows that of the original loan, i.e. ten years from September 2023, but the loan term ends in 5 years when a lump sum will fall due.

In May 2021, a CBILS loan of £250,000 commenced with a term of six years. Repayments are made in monthly instalments commencing in November 2021. Interest is payable at a fixed rate of 4.04% and was paid by the Government for the first 12 months.

continued...

Page 23

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

21. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2023 2022
£ £
Within one year 9,393 20,582
Between one and five years 19,746 6,651
29,139 27,233
SECURED DEBTS
The following secured debts are included within creditors:
Bank loans		 2023
£
1,446,762		 2022
£
1,579,494

22. SECURED DEBTS

Bank loans and overdrafts are secured by a legal mortgage and fixed charge over all assets of the company.

23. MOVEMENT IN FUNDS

Unrestricted funds
General fund
TOTAL FUNDS
Net movement in funds, included in the above are as follows:
Unrestricted funds
General fund
TOTAL FUNDS		 At 1.8.22
£
2,887,722
2,887,722
Incoming
resources
£
4,480,690
4,480,690		 Net
movement
in funds
£
193,628
193,628
Resources
expended
£
(4,287,062)
(4,287,062)		 At
31.7.23
£
3,081,350
3,081,350
Movemen
in funds
£
193,628
193,628

continued...

Page 24

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

23. MOVEMENT IN FUNDS - continued

Comparatives for movement in funds

Unrestricted funds
General fund
Restricted funds
Hurworth House Bursary
TOTAL FUNDS
Comparative net movement in funds, included in the above are as
Unrestricted funds
General fund
Restricted funds
Hurworth House Bursary
TOTAL FUNDS		 At 1.8.21
£
2,660,312
1,992
2,662,304
follows:
Incoming
resources
£
4,381,907
-
4,381,907		 Net
movement
in funds
£
227,410
(1,992)
225,418
Resources
expended
£
(4,154,497)
(1,992)
(4,156,489)		 At
31.7.22
£
2,887,722
-
2,887,722
Movement
in funds
£
227,410
(1,992)
225,418

The money from Hurworth House Bursary is to be used for granting bursaries to students from the Darlington area.

24. EMPLOYEE BENEFIT OBLIGATIONS

(a) Defined contribution pension plans

The charity operates a defined contribution pension plan for its employees. The amount recognised as an expense in the year was £11,335 (2022 - £9,739).

The defined contribution liability is allocated to unrestricted funds.

(b) Defined benefit pension plans

Some of the school's employees belong to the Teachers' Pension Scheme England and Wales (TPS). The scheme is a defined benefit scheme. The total pension cost was £376,013 (2022 - £354,537). Contributions of £42,471 (2022 - £49,445) were outstanding at the balance sheet date.

Introduction

The Teachers' Pension Scheme (TPS or scheme) is a statutory, unfunded, defined benefit occupational scheme, governed by the Teachers' Pensions Regulations 2010 (as amended), and the Teachers' Pension Scheme Regulations 2014 (as amended). These regulations apply to teachers in schools and other educational establishments, including academies, in England and Wales that are maintained by local authorities. In addition, teachers in many independent and voluntary-aided schools and teachers and lecturers in some establishments of further and higher education may be eligible for membership.

continued...

Page 25

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

24. EMPLOYEE BENEFIT OBLIGATIONS - continued

Membership is automatic for full-time teachers and lecturers and, from 1 January 2007, automatic too for teachers and lecturers in part-time employment following appointment or a change of contract. Teachers and lecturers are able to opt out of the TPS.

The Teachers' Pension Budgeting and Valuation Account

Although members may be employed by various bodies, their retirement and other pension benefits are set out in regulations made under the Superannuation Act (1972) and Public Service Pensions Act (2013) and are paid by public funds provided by Parliament. The TPS is an unfunded scheme and members contribute on a 'pay as you go' basis - contributions from members, along with those made by employers, are credited to the Exchequer under arrangements governed by the above Acts.

The Teachers' Pensions Regulations 2010 require an annual account, the Teachers' Pension Budgeting and Valuation Account, to be kept of receipts and expenditure (including the cost of pension increases). From 1 April 2001, the Account has been credited with a real rate of return, which is equivalent to assuming that the balance in the Account is invested in notional investments that produce that real rate of return.

Valuation of the Teachers' Pension Scheme

As a result of the latest scheme valuation employer contributions were increased in September 2019 from a rate of 16.4% to 23.6%. Employers also pay a charge equivalent to 0.08% of pensionable salary costs to cover administration expenses.

As a result of the latest scheme valuation dated 26 October 2023 it is indicated that employer contributions will be increased to 28.6% from 1 April 2024.

Scheme Changes

In December 2018, the Court of Appeal held that transitional protection provisions contained in the reformed judicial and firefighter pension schemes, introduced as part of public service pension reforms in 2015, gave rise to direct age discrimination and were therefore unlawful. The Supreme Court, in a decision made in June 2019, rejected the Government's application for permission to appeal the Court of Appeal's ruling and subsequently referred the case to an Employment Tribunal to determine a remedy which will need to be offered to those members of the two schemes who were subject of the age discrimination.

Since then, claims have also been lodged against the main public service schemes including the TPS. The Department has conceded those in line with the rest of the government. In July 2020 HM Treasury launched a 12-week public consultation which will provide evidence to support the delivery of an appropriate remedy for the affected schemes, including TPS.

A final remedy will be determined once the results of the consultation are established.

In December 2019, a further legal challenge was made against the TPS relating to an identified equalities issue whereby male survivors of opposite-sex marriages and civil partnerships are treated less favourably than survivors in same-sex marriages and civil partnerships. The Secretary of State for Education agreed not to defend the case. In June 2020, the Employment Tribunal recorded its findings in respect of the claimant. DfE is currently working to establish what changes are necessary to address this discrimination.

Any impact of these events will be taken into account when the next scheme valuation is implemented. This is scheduled to be implemented in April 2024, based on April 2020 data.

continued...

Page 26

Teesside High School Limited

Notes to the Financial Statements - continued for the Year Ended 31 July 2023

25. RELATED PARTY DISCLOSURES

No transactions have been entered into with related parties.

26. ULTIMATE CONTROLLING PARTY

The Company is under the control of the governors as noted on page 1.

Page 27