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2025-07-31-accounts

The Edinburgh Merchant Company Education Board

Annual report and consolidated financial statements

Charity number SC009747 31 July 2025

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The Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Contents

Contents
Page
Reference and administrative details 1
Report of the Board 3
Statement of Education Board’s responsibilities 16
Independent auditors’ report to the members of The Edinburgh Merchant Company 17
Education Board
Group statement of financial activities (incorporating the income and expenditure account) 20
Parent Charity statement of financial activities (including income and expenditure account) 21
Group & Parent Charity balance sheet 22
Group statement of cash flows 23
Notes to the financial statements 24

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board

The Edinburgh Merchant Company Education Board presents the annual report and consolidated financial statements for the year ended 31 July 2025.

Reference and administrative details

Principal office Merchants’ Hall 22 Hanover Street Edinburgh EH2 2EP

Chief Executive Officer and Secretary Guy Cartwright

Principals Melvyn Roffe (retired 12 August 2024) Lisa Kerr (commenced 12 August 2024) George Watson’s College Colinton Road Edinburgh EH10 5EG

Anthony Simpson Erskine Stewart’s Melville Schools Ravelston Dykes Road Edinburgh EH4 3NT

Auditors

Henderson Loggie LLP Level 5, The Stamp Office 10-14 Waterloo Place Edinburgh EH1 3EG

Bankers

The Royal Bank of Scotland plc Bank of Scotland plc 36 St Andrew Square The Mound Edinburgh Edinburgh EH2 2YB EH1 1YZ

HSBC UK Bank plc 1 Centenary Square Birmingham B1 1HQ

Solicitors Morton Fraser MacRoberts LLP 9 Haymarket Square Edinburgh EH3 8RY

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Reference and administrative details (continued)

Investment advisors Baillie Gifford Carlton Square 1 Greenside Row Edinburgh EH1 3AN Aubrey Capital Management 10 Coates Crescent Edinburgh EH3 7AL

Brooks MacDonald 80 Hanover Street Edinburgh EH2 1EL

Registered charity number SC009747

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board

OBJECTIVES AND ACTIVITIES

The Edinburgh Merchant Company Education Board (the “Education Board”) is responsible for The Mary Erskine School and Stewart’s Melville College, including their combined Junior School, (Erskine Stewart’s Melville Schools or ESMS) and George Watson’s College (GWC) (the “Schools”). The Merchant Company Education Board endowments are held and administered for the purposes of the provision of education at the Edinburgh Merchant Company schools, their maintenance and management and the provision of means tested financial assistance to a proportion of their pupils.

The main activity undertaken continues to be the provision of education to children and young people from the ages of 3-18 through our Schools. The Schools offer sector-leading, rounded education, with a broad curriculum, strong academic results, comprehensive pastoral care and a varied and extensive range of cocurricular activities. This all-round approach gives every student the opportunity to excel.

The Schools help to shape future generations of business and professional people for Edinburgh, Scotland and the wider world.

Scotland’s long-term economic prosperity and well-being depends on the quality of young people attracted to careers in commerce and industry. The Education Board Schools aim to develop grounded, resilient and accomplished young people. For those young people to have strong values so that they can go out into the community and the wider world equipped to lead full and happy lives with strong commitments to sustainability, diversity, inclusivity, with an ambition to be the best they can be.

The Royal Company of Merchants of The City of Edinburgh (the “Merchant Company”) is informally associated with the Education Board and the Schools through a longstanding historical connection and more tangibly through the appointment of the Chair and Vice Chair of the Education Board, the appointment of members from the Master’s Court to the Governing Councils of the Schools; and the use of the Merchant Company livery in the Schools’ crests. The Merchant Company also provides some centralised administrative and secretarial services to the Education Board and administration of a pensions scheme for staff who are not members of the Scottish Teachers Pensions Scheme (STPS).

There has been no change in the purposes since the last report. The activity of the Education Board and its committees comply with the current constitution, The Edinburgh Merchant Company Education Board Scheme 2011 dated 3 November 2011, the standing orders and rules drawn up under the Scheme and current statutory requirements.

Charitable Purposes

The charitable purposes of the Education Board are:

  1. The advancement of education, particularly the education and advancement of children and young people.

  2. The advancement of the arts, heritage, culture and science.

  3. The advancement of public participation in sport.

  4. The provision of recreational facilities, or the organisation of recreational activities, with the object of improving the conditions of life for the person for whom the facilities or activities are primarily intended; and

  5. The advancement of citizenship or community development.

The central purpose of the Education Board through the Schools is the advancement of education with the broader aim of contributing to the wider community of Edinburgh by enabling participation in a wide range of sporting, recreational and educational activities.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

The main strategy for meeting this central purpose is to continue to provide excellent high-quality education which allow pupils the opportunity to attain the highest academic qualifications and also provide pupils with a rounded education. In support of the strategy the Schools each have their own stated vision and values which are consistent with the principles of the Education Board.

The delivery of the charitable purposes and the Schools’ visions and values are supported through the following school strategies:

Education, development and wellbeing

Wider Community

Facilities

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

FUTURE PLANS

The Education Board is committed to the delivery and development of exceptional, well-rounded, education in the Schools and maintaining the delivery of the charitable purposes. However, pupil numbers at the schools in August 2025 were down by more than 4% at ESMS and 3.8% at GWC on the previous year.

This is direct consequence of the imposition of VAT on independent education tuition fees creating an affordability issue for many parents, as well as a change in the demographics of the population in Edinburgh resulting in fewer young people of school age.

The financial strategy of the Schools over the next five years is based upon restructuring and reducing costs whilst they continue to deliver a first-class education. The purpose of this restructure is to try to reduce the affordability gap for parents wishing to send their children to our schools. This will be achieved by reducing their cost base whilst also developing non fee income streams.

The Education Board will develop plans:

ESMS announced in October 2024 that its two Senior Schools, The Mary Erskine School and Stewart’s Melville College will merge in August 2026, to form one co-educational Senior School. It will operate on the Queensferry Road site, and the combined Junior School will operate on the Ravelston site. The school will be renamed Erskine Stewart Melville. Work on this merger project is well advanced and remains on course to be complete in August 2026.

PUBLIC BENEFIT

The Education Board delivers its charitable purpose and public benefit including the widening of access to education through its schools. Means tested financial assistance across both schools totalled £4,201,329 (2024: £3,901,178). This represents 5.8% of fee income (2024 – 5.58%)

The number of pupils assisted, and the level of assistance given was: 2024/25 2023/24 Number of Pupils Number of Pupils 0-20% 66 22 21%-40% 46 42 41-60% 48 50 61%-80% 148 152 81-99% 43 24 100% 96 102 Total 447 392 ~~==~~ 5 MCEB Group Financial Statements - final.pdf [57f56a6a-5024-4b42-b43a-60c603917033] Page: 7 / 48

Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

George Watsons College Other Public Benefit .

We have continued to develop our links to the local and national community through several initiatives, activities and partnerships, brief details of which are as follows:

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

ESMS Other Public Benefit

ESMS’s contribution to wider public benefit is below:

The 2024–2025 academic year marked a transformative chapter for ESMS with the appointment of our first Community and Partnerships Manager. This role was created to embed meaningful community engagement across our three schools, deepen partnerships with local organisations, and promote equity, trust, and collaboration. Over 600 students contributed more than 10,000 volunteer hours, working with over 15 community partners. These experiences broadened horizons, challenged assumptions, and helped students discover personal purpose through service.

Community is one of ESMS’s three core pillars. Our strategy is guided by principles of fairness, inclusivity, and reciprocity - not charity, but genuine relationships that bring mutual value. The programme is built on a twoyear strategic plan:

Success is measured not just in numbers, but in trust, depth of relationships, and positive outcomes for students and partners.

Key Projects and Partnerships

Academic-Focused Initiatives

Inclusive Sport

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

Broader Community Engagement

Community Voice and Place-Based Partnership

Listening is central to our approach. We prioritise informal, relationship-based feedback and have built trust through consistent engagement. ESMS is now an affiliate member of the North Edinburgh Response and Recovery (R2) Network, aligning our work with local priorities and learning from experienced practitioners.

A standout example is our partnership with Children’s Holiday Venture (CHV), where ESMS provided free access to facilities for evening clubs. Feedback from CHV highlighted the value of practical support and welcoming spaces.

Evidence of Impact

Quantitative Highlights

Quantitative Highlights
Metric Value
Students engaged 400+
Total volunteer hours 10,000+
Community partners supported 16
Local state schools engaged 6
Children reached 400+
Inclusive Sports Days hosted 6
S4 Community Day hours 1,400+

Early Indicators

Next Steps

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

Institutional and Cultural Impact

Community engagement is becoming embedded in ESMS’s identity. The launch of the Community Working Group —a cross-school forum of 20+ staff—has fostered collaboration and shared purpose. A new wholeschool culture workstream will ensure community values are woven into systems and decision-making.

Student journeys are evolving too. The Community Connections programme is now a core part of Sixth Form, promoting leadership and social responsibility. Primary students are also engaging meaningfully, such as P5’s seed bomb fundraiser for Granton Community Gardeners, which raised £500 and led to a class visit.

Even external relationships are shaped by our values. ESMS helped connect a rugby sponsor with a local school in need of outdoor kit, facilitating a direct and meaningful act of support.

Looking ahead as we enter Year 2, our focus shifts to strengthening and sustaining what we’ve built. Priorities for 2025–2026 include:

Community engagement is no longer a collection of projects—it’s influencing how we work, plan, and see our role in the wider city.

Partner Testimonial

“Craig has been instrumental in setting up a partnership between the S6 STEM Ambassadors and the Spartans Community Foundation Education Team… The uptake in the club has been amazing with over 90% of children attending consistently, 57% of whom have an ASN diagnosis. The Ambassadors have tailored activities to suit these needs and have been a credit to Craig, Fiona and the wider ESMS community… Their unwavering willingness to help has been immeasurable!”

This first year has laid strong foundations for a sustainable, impactful community engagement programme. ESMS is not only preparing students for academic success, but nurturing responsible, empathetic citizens who contribute meaningfully to society. Our partnerships are built on trust, reciprocity, and shared purpose—and we are committed to deepening this work in the years ahead.

Grant-making policy

Grants are made by the Governing Councils of the Schools to fund scholarships for gifted children and means tested bursaries to widen access to include families from all financial backgrounds so that children have the opportunity to make the most of their intellectual, academic and other abilities. Awards are subject to applicants attaining the schools’ entry standards and the expectation that they will contribute to the wider life of the school. Academic awards are made on the basis of academic assessment and a scholarship examination and music awards are made on the basis of musical aptitude, application and performance. All the awards are subject to annual review of academic and general progress over the school session. Means tested awards are also subject to annual reassessment of parental means.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

There are two separately controlled charities (neither of which is consolidated into these accounts) that support with assistance for pupils to attend the Schools: the Melville College Trust, which provides financial support towards the schools’ bursary programme and grants for projects to support both educational and extracurricular projects and the George Watson’s College Endowment Trust that provides donors with an alternative vehicle for funding Foundation Places.

OPERATIONAL PERFORMANCE

Operational performance of the schools

The principal activity is to provide education for boys and girls from the ages of 3-18 at the Edinburgh Merchant Company schools, namely Erskine Stewart’s Melville Schools (The Mary Erskine School, Stewart’s Melville College and ESMS Junior School), and George Watson’s College. The performance of each school and their successes in delivering a first class education to the young people in their schools can be found at their respective web sites; George Watson’s College at https://www.gwc.org.uk/ and Erskine Stewart’s Melville Schools at https://www.erskinestewartmelville.com/ .

FINANCIAL REVIEW

Results for the year

The year to 31 July 2025 was another very challenging one with the imposition by the UK Government of VAT on independent schools tuition fees as well as an increase in employers’ national insurance and a continuation of a period of high inflation. In the year to 31 July 2025 the Edinburgh Merchant Company Education Board had net income of £1,305k after investment gains of £220k (2024: net expenditure of £480k after investment gains of £779k). The Schools have continued to reinvest in fixed assets with capital expenditure of £2.5m in the year (2024: £2.8m).

Gross income for the year totalled £83.8m (2024 As Restated: £79.0m), of which tuition fees accounted for £72.7m (86.7% of the total) (2024 As Restated: £69.9m (88.4%)), catering sales £3.09m (3.7%) (2024: £3.09m (3.9%)), After School Club fees £1.35m (1.6%) (2024: £1.47m (1.9%)) and rents and lettings £1.3m (1.5%) (2024: £1.1m (1.4%)). Surpluses generated on income and expenditure are applied to fund improvements to the schools’ buildings, facilities and equipment.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

The Education Board approves the schools fees for Erskine Stewart’s Melville Schools and George Watson’s College following independent determination of the appropriate fee levels for the schools by their respective Governing Councils.

The average roll of the schools during the financial year was 4,875 (2024: 5,149). Demand for places at the schools remains good but very challenging in the junior end of both schools. The principal reason for this is the affordability of fees and parents hesitating to commit to a full 13 years of independent education. Demand in the senior schools remains good.

Reserves policy

The Schools budget to generate surpluses on income and expenditure in each financial year and these surpluses are generally applied to upgrade their property and facilities. At 31 July 2025, the Schools had reserves totalling £57.9m of which £39.3m was unrestricted, £15.1m was restricted and £3.5m was endowed. The balance of unrestricted reserves on the balance sheet does not represent free reserves because all of the value is tied up in property and fixed assets.

The Schools maintain cash balances to cover expenditure over the short term; cash and bank balances at 31 July 2025 totalled £16.5m (2024: £16.5m).

Investment policy

As at 31 July 2025 a sum of £9.9m (2024: £11.3m) was held in investments. £3.5m (2024 £3.4m) of these funds were endowed for the specific purpose of funding bursaries, scholarships and prizes. The management of the portfolio is based on long-term considerations, with policy directed towards achieving an appreciation in capital values, while at the same time aiming to generate a reasonable and growing level of income. This policy is reviewed annually.

Merchant Company defined benefit pension

The trustees resolved on 17 August 1999 to close the defined benefit pension scheme to new entrants because the Merchant Company employers had resolved to offer an alternative money purchase scheme to all new employees and existing employees who had not entered this scheme.

The triennial valuation of the pensions scheme as at 31 July 2021 showed a funding level of 99%. An FRS102 actuarial valuation was carried out as at 31 July 2021 which showed that assets of the scheme covered the liabilities. An asset ceiling adjustment has been made to prevent the Education Board recognising a pension asset as any surplus in the scheme is not recoverable by the employer.

Following a consultation with members, the scheme was closed to future accrual with effect from 1 November 2011. Members were given the option of joining the money purchase scheme currently offered to other employees. The decision to close the scheme was accepted by all members.

Risk Management

The Education Board is responsible for the overall management of risks faced by the Education Board and the Schools. The Audit and Risk Committee of the Education Board reviews the risks faced by the Education Board at least every year. Each of the Schools maintains a separate Risk Register in which significant risks are recorded together with an assessment of the likelihood and impact of each risk on the school and the controls which are in place to mitigate risk. The Governing Councils and Senior Management Teams of the Schools formally review their Risk Registers at least three times each year and decide on any further actions or controls required to manage risk.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

The Governing Councils of the Schools are also responsible for the continuing review and development of policies to ensure that the schools are managed with probity and efficiency, and regulations and guidelines for the welfare of pupils and staff are observed. Internal risks are mitigated through the application of these policies and the implementation of procedures for authorisation of all transactions and projects, and to ensure consistent quality of delivery across all elements of the schools’ operation. External risks are controlled or mitigated by a continuous review of the external environment and the on-going adjustment of the schools’ strategies, policies and procedures to anticipate and respond to changing circumstances.

The most significant risks faced by the Merchant Company Education Board and the Schools are shown below together with strategies and control measures for managing those risks:

Risks Key strategies and control measures
1.
Significant fall in pupil numbers

Strategic plans and fee strategies to keep school fees
competitive and affordable following the imposition of VAT on
school fees from January 2025.

On-going investment in educational offering and facilities to
remain competitive and comprehensive marketing and
admissions strategies including for bursaries and short-term
financial assistance.
2.
Failure to manage higher costs

Ongoing review of all expenditure including the staffing models
of both schools to ensure they are as efficient as possible

Developing opportunities for generating additional non-fee
income

Developing 10 year asset management plan so that the
maintenance and development of the Schools’ estates can be
tailored to best support their business plans and support income
generation.

Robust annual budgeting set within a 3-5 year financial strategy.
3.
Serious damage to the reputation of the
Schools

Comprehensive procedures and policies for: Safeguarding and
Child Protection, Disciplinary, codes of conduct for staff and
pupils, Protection of Vulnerable Groups (PVG) scheme, Health
and Safety and IT security.

Training for staff.
4.
Failure of governance and management

Selection and retention of quality staff, governors and trustees,
comprehensive committee and reporting structures to provide
oversight, reporting and accountability and robust succession
planning for key individuals.

Appointment of professional, experienced individuals to the
senior management teams, segregation of duties and
authorisation processes and financial reporting process
5.
Failure to manage significant change

Change projects to be comprehensively planned and
implemented with project governance and the project structures
and reporting to support agile decision making

Comprehensive management of risks by relevant teams and
boards, appointment of professional staff to manage and
administer change and legal and professional support and
advice

Careful planning to ensure that in a period of high level of
change that the number of projects are manageable and
deliverable whilst recognising that the schools must continue to
deliver a first-class education to their pupils as their core
purpose.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

The Education Board is satisfied that major risks faced by the Education Board and the Schools have been identified and that adequate controls for those that can be treated are in place to reduce the likelihood and/or impact of each risk. The Education Board recognises that any system of controls can only provide reasonable but not absolute assurance that risks have been adequately managed.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing Document

The Education Board was constituted as a body corporate under the Edinburgh Merchant Company Endowments Order 1909 and is governed by the provisions of the Edinburgh Merchant Company Educational Endowments Scheme 1960, as amended. On 3 November 2011, OSCR approved the Merchant Company Education Board’s new Constitution. The Education Board is registered as a charity with the Office of the Scottish Charity Regulator under charity reference number SC009747.

The Merchant Company Education Board is responsible for The Mary Erskine School and Stewart’s Melville College, including their combined Junior School, and George Watson’s College. The Education Board oversees the administration of their schools which is carried out by two Governing Councils, established in 1989, namely the ESMS Governing Council and the George Watson’s College Governing Council. The Governing Councils are standing committees of the Merchant Company Education Board. The Governing Councils, assisted by their Finance Committees, are required to prepare annual accounts for the relevant schools giving a true and fair view of the state of affairs.

The Education Board is responsible for the preparation of consolidated accounts, which includes the George Watson’s Family Foundation.

Composition of the Education Board and Committees

The members of the Education Board consist of:

Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Membership of the Merchant Company Education Board
Standing Committees
Name
Appointed /Retired
Education
Board
Audit & Risk
Committee
Nominations
Committee
ESMS
Governing
Council
GWC
Governing
Council
Grant Macrae (Master) November 2024 X X X
Katie Ridland (Treasurer) November 2024 X X X
Don Young July 2022 X X X
Grahame Walker September 2022 X X
Hilary Turnbull
~~rene~~
September 2022
~~rene~~
X
~~rene~~
~~rene~~ ~~rene~~ ~~rene~~ ~~rene~~
Dr Helen Wright
~~rene~~
September 2023
~~rene~~
X
~~rene~~
~~rene~~ ~~rene~~ ~~rene~~ ~~rene~~
Brian McGhee
~~rene~~
December 2023
~~rene~~
X
~~rene~~
X
~~rene~~
~~rene~~ ~~rene~~ ~~rene~~
Ewan McIntosh March 2025 X

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

Recruitment and Appointment

The members of the Education Board are invited to join the board following nomination. Through the Nominations Committee the procedure is in place to identify and recruit suitable individuals to provide strength and balance to the Education Board. They are appointed by the Education Board for a term of five years, and they can be re-elected.

In relation to the members of the Schools’ Governing Councils, they consist of the Principal, the Education Board shall appoint (i) the Chair of the Governing Council, (ii) the Chair of the Finance Committee, (iii) the Chair of the Buildings Committee and (iv) up to three governors (who have been members of the Merchant Company for at least three years) and the Governing Council, following nomination by the Chair, shall appoint up to a further eight governors. There is a requirement that there is a majority of Royal Company of Merchants of the City of Edinburgh members on the Governing Councils of the Schools to ensure knowledge and experience expected of Royal Company of the City of Merchants of the City of Edinburgh.

Training of Members and Governors

On appointment, all Education Board members are given a copy of The Edinburgh Merchant Company Education Board Scheme 2011 and the Merchant Company Standing Orders made under the Scheme in 2011 as amended. They are also given a copy of all papers already distributed to members in regard to current issues of significance, provided with the opportunity to visit the Schools and made aware of all training opportunities that are intimated to the Secretary of the Education Board.

Members of the Governing Council are inducted into the governance and workings of the schools by the Chair of the Governing Council, the Principal and the Bursar/COO/CFO. They are invited to join committees dealing with aspects of the school’s work, are variously invited to attend governors’ days or conferences or away days with senior staff or to shadow a member of staff or pupil of the school. They are also made aware by the school of any significant issues arising between meetings of Governing Council and of all training opportunities that are intimated to the school and in particular, training and seminars held by the Scottish Council of Independent Schools.

Organisational management

The Education Board is responsible for the strategic direction of the Schools and associated decisions and routinely meets at least four times a year. The Education Board is supported from the Schools by their Governing Councils which are standing committees of the Education Board. The Governing Councils are responsible for the overall management and control of each of the schools.

The Governing Councils formally report to the Education Board at least four times each year on achievements and performance, significant educational and staff developments, financial performance and risk, property issues and capital development. Strategy, budgets, annual accounts and major capital development as well as the appointment of a new Principal are all matters reserved for the approval of the Education Board.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Report of the Board (continued)

Group Structure and Relationship

The Education Board is a charity, and this is the focus for all supporting and subsidiary activities. There are two subsidiaries incorporated through which the schools can undertake commercial activities:

George Watson’s Family Foundation is consolidated into the financial statements. It provides financial assistance for pupils who would otherwise be unable to attend GWC, provides support for pupils whose families experience short term financial difficulties and provides assistance to maintain and develop the property and facilities of GWC. The Family Foundation is a registered charity with number SC004818.

On behalf of the Education Board:

| Grant Macrae - 2026-02-19, 16:55:15 UTC Grant Macrae Grant Macrae

Chair

…………………… 2026

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Statement of Edinburgh Merchant Company Education Board’s Responsibilities

The Education Board is responsible for preparing the Report of the Board and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

The law applicable to charities in Scotland requires the Education Board to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources of the charity for that period. In preparing these financial statements, the Education Board is required to:

The Education Board has delegated to the Governing Councils of Erskine Stewart's Melville and George Watson's College through their respective finance committees and the Secretary of the Education Board the responsibility for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities and Trustee Investment (Scotland) Act 2005, the Charities Accounts (Scotland) Regulations 2006 (as amended) and the provisions of the charity’s Constitution. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

In so far as the Members are aware:

The Members are responsible for the maintenance and integrity of the charity and other information included in the charity’s websites. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Independent auditors’ report to the members of the Edinburgh Merchant Company Education Board

Opinion

We have audited the financial statements of the Edinburgh Merchant Company Education Board (the 'parent charity') and its subsidiaries (the ‘group’) for the year ended 31 July 2025 which comprise the Group and Parent Charity Statement of Financial Activities, the Group and Parent Charity Balance Sheet, the Group Statement of Cash Flows and the related 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 FRS 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 of opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Members’ 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 charity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Members 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 Report of the Board, other than the financial statements and our auditor’s report thereon. The Members are responsible for the other information. 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 course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Independent auditors’ report to the members of the Edinburgh Merchant Company Education Board (continued)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Charity Accounts (Scotland) Regulations 2006 requires us to report to you if, in our opinion:

Responsibilities of Members

As explained more fully in the Statement of Boards’ responsibilities, set out on page 16, the Members 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 Members 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 Members are responsible for assessing the charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Members either intend to cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

We have been appointed as auditor under section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and report in accordance with the Act and relevant regulations made or having effect thereunder.

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

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

As part of our planning process:

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Independent auditors’ report to the members of the Edinburgh Merchant Company Education Board (continued)

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the 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. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

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

Use of our report

This report is made solely to the charity’s Members, as a body, in accordance with Regulation 10 of the Charities Accounts (Scotland) Regulations 2006. Our audit work has been undertaken so that we might state to the charity’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 charity and the charity’s Members as a body, for our audit work, for this report, or for the opinions we have formed.

Henderson Loggie LLP

Chartered Accountants

Statutory Auditor (Eligible to act as an auditor in terms of section 1212 of the Companies Act 2006) Level 5, The Stamp Office 10-14 Waterloo Place Edinburgh EH1 3EG

Date: ……………… 2026

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Group statement of financial activities (incorporating the income and expenditure account) for the year ended 31 July 2025

Unrestricted Restricted Endowment Total Unrestricted Restricted Endowment Total
Note funds funds Funds 2025 funds funds Funds 2024
As Restated
£ £ £ £ £ £ £ £
Income and endowments from:
Donations and legacies 2 174,997 2,562,321 - 2,737,318 1,656 1,247,628 - 1,249,284
Other trading activities 3 1,334,359 - - 1,334,359 1,077,683 - - 1,077,683
Investments 4 218,126 519,365 126,680 864,171 218,764 430,487 112,869 762,120
Charitable activities 5 78,569,758 328,001 - 78,897,759 75,640,317 315,814 - 75,956,131
Other 6 2,900 - - 2,900 2,224 1,000 - 3,224
____ ___ ___ ____ ____ ___ ___ ____
Total income and endowments 80,300,140 3,409,687 126,680 83,836,507 76,940,644 1,994,929 112,869 79,048,442
____ ___ ___ ____ ____ ___ ___ ____
Expenditure on:
Raising funds 7 (432,477) (46,550) (4,461) (483,488) (415,709) (46,202) (4,320) (466,231)
Charitable activities 8 (79,898,987) (2,267,784) (101,787) (82,268,558) (78,271,778) (1,484,850) (84,399) (79,841,027)
____ ___ ___ ____ ____ ___ ___ ____
Total expenditure (80,331,464) (2,314,334) (106,248) (82,752,046) (78,687,487) (1,531,052) (88,719) (80,307,258)
____ ___ ___ ____ ____ ___ ___ ____
Net income/(expenditure) before gains and losses (31,324) 1,095,353 20,432 1,084,461 (1,746,843) 463,877 24,150 (1,258,816)
Net gains on investments - 106,563 113,981 220,544 - 598,371 180,140 778,511
____ ___ ___ ____ ____ ___ ___ ____
Net income/(expenditure) (31,324) 1,201,916 134,413 1,305,005 (1,746,843) 1,062,248 204,290 (480,305)
Transfers between funds 21-23 - - - - - - - -
____ ___ ___ ____ ____ ___ ___ ____
Net movement in funds (31,324) 1,201,916 134,413 1,305,005 (1,746,843) 1,062,248 204,290 (480,305)
Fund balances brought forward 21-23 39,311,524 13,872,946 3,421,543 56,606,013 41,058,367 12,810,698 3,217,253 57,086,318
____ ___ ___ ____ ____ ___ ___ ____
Fund balances carried forward 21-23 39,280,200 15,074,862 3,555,956 57,911,018 39,311,524 13,872,946 3,421,543 56,606,013

All operations are continuing.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Parent Charity statement of financial activities (incorporating the income and expenditure account) for the year ended 31 July 2025

Unrestricted Restricted Endowment Total Unrestricted Restricted Endowment Total
Note funds funds Funds 2025 funds funds Funds 2024
£ £ £ £ £ £ £ £
Income and endowments from:
Donations and legacies 2 468,524 1,753,797 - 2,222,321 442,864 613,190 - 1,056,054
Other trading activities 3 1,334,359 - - 1,334,359 1,077,683 - - 1,077,683
Investments 4 218,126 251,667 126,680 596,473 218,764 184,228 112,869 515,861
Charitable activities 5 78,569,758 328,001 - 78,897,759 75,640,317 315,814 - 75,956,131
Other 6 2,900 - - 2,900 2,224 - - 2,224
____ ___ ___ ____ ____ ___ ___ ____
Total income and endowments 80,593,667 2,333,465 126,680 83,053,812 77,381,852 1,113,232 112,869 78,607,953
____ ___ ___ ____ ____ ___ ___ ____
Expenditure on:
Raising funds 7 (432,477) (24,235) (4,461) (461,173) (415,709) (27,484) (4,320) (447,513)
Charitable activities 8 (80,192,514) (1,826,425) (101,787) (82,120,726) (78,712,986) (936,602) (84,399) (79,733,987)
____ ___ ___ ____ ____ ___ ___ ____
Total expenditure (80,624,991) (1,850,660) (106,248) (82,581,899) (79,128,695) (964,086) (88,719) (80,181,500)
____ ___ ___ ____ ____ ___ ___ ____
Net income/(expenditure) before gains and losses (31,324) 482,805 20,432 471,913 (1,746,843) 149,146 24,150 (1,573,547)
Net gains on investments - (10,039) 113,981 103,942 - 394,287 180,140 574,427
____ ___ ___ ____ ____ ___ ___ ____
Net income/(expenditure) (31,324) 472,766 134,413 575,855 (1,746,843) 543,433 204,290 (999,120)
Transfers between funds 21-23 - - - - - - - -
____ ___ ___ ____ ____ ___ ___ ____
Net movement in funds (31,324) 472,766 134,413 575,855 (1,746,843) 543,433 204,290 (999,120)
Fund balances brought forward 21-23 39,311,524 7,538,713 3,421,543 50,271,780 41,058,367 6,995,280 3,217,253 51,270,900
____ ___ ___ ____ ____ ___ ___ ____
Fund balances carried forward 21-23 39,280,200 8,011,479 3,555,956 50,847,635 39,311,524 7,538,713 3,421,543 50,271,780

All operations are continuing.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Group & Parent Charity Balance Sheet at 31 July 2025

at 31 July 2025
2025 2025 2024
Group Parent Charity Group Parent Charity Group Parent Charity
Note
£ £ £ £
Fixed assets
Tangible assets 14 57,742,002 57,742,002 59,089,616 59,089,616
Investments 15 9,860,348 6,458,129 11,291,010 7,992,699
___ ___ ___ ___
67,602,350 64,200,131 70,380,626 67,082,315
Current assets
Stocks 16 52,046 52,046 48,671 48,671
Debtors 17 3,591,566 4,204,213 4,015,143 3,915,066
Cash at bank and in hand 16,543,977 12,262,966 16,477,110 13,543,663
___ ___ ___ ___
20,187,589 16,519,225 20,540,924 17,507,400
Creditors: amounts falling due within one year 18 (21,233,346) (21,226,146) (21,302,234) (21,304,632)
___ ___ ___ ___
Net current liabilities (1,045,757) (4,706,921) (761,310) (3,797,232)
___ ___ ___ ___
Total assets less current liabilities 66,556,593 59,493,210 69,619,316 63,285,083
Creditors: amounts falling due after more than
one year 19 (8,645,575) (8,645,575) (13,013,303) (13,013,303)
___ ___ ___ ___
Net assets 57,911,018 50,847,635
56,606,013 50,271,780
Funds
General (unrestricted) funds 21 39,280,200 39,280,200 39,311,524 39,311,524
Restricted funds 22 15,074,862 8,011,479 13,872,946 7,538,713
Permanent endowment funds 23 3,555,956 3,555,956 3,421,543 3,421,543
___ ___ ___ ___
Total funds 24 57,911,018 50,847,635 56,606,013 50,271,780

The financial statements were approved by the Education Board on …………….. 2026 and signed on its behalf by:

| Grant Macrae - 2026-02-19, 16:55:15 UTC Grant Macrae

Grant Macrae

Chair

Charity number SC009747

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Group Statement of cash flows for the year ended 31 July 2025

Group Statement of cash flows
for the year ended 31 July 2025
2025 2024
£ £
Cash flows from operating activities
Net income 1,305,005 (480,305)
Loss/ (Gains) on investments (220,544) (778,511)
(Increase)/ decrease in stock (3,375) (13,789)
(Increase)/ decrease in debtors 423,577 (466,037)
Increase/(decrease) in creditors (3,791,241) 14,684,324
Depreciation charges 3,413,779 3,149,003
(Gain)/ loss on disposal of assets (2,900) 14,002
Investment income (864,171) (762,120)
Interest paid 1,009,210 1,047,011
__ __
Cash provided by operating activities 1,269,340 16,393,578
Cash flows from investing activities
Investment income 864,171 762,120
Interest paid (1,009,210) (1,047,011)
Payments to acquire fixed assets (2,474,824) (2,776,820)
Proceeds from the sale of fixed assets 411,559 67,696
Payments to acquire investments (2,147,153) (813,520)
Proceeds from the sale of investments 7,781,285 1,400,119
Movement in cash held for re-investment (3,982,926) (52,644)
__ __
Cash used in investing activities (557,098) (2,460,060)
Cash flows from financing activities
Finance leases repaid in the year (102,467) (215,470)
Bank loans repaid in the year (542,908) (512,441)
__ __
Cash provided by/(used in) financing activities (645,375) (727,911)
__ __
Net cash movement in the year 66,867 13,205,607
Cash and cash equivalents at start of the year 16,477,110 3,271,503
__ __
Cash and cash equivalents at end of the year 16,543,977 16,477,110
Cash and cash equivalents comprise:
Cash at bank and in hand 16,543,977 16,477,110
Bank overdraft - -
__ __
16,543,977 16,477,110

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes to the financial statements

1 Accounting policies

The following accounting policies have been applied consistently in dealing with the items which are considered material in relation to the Education Board’s financial statements.

Basis of preparation

The financial statements have been prepared under the historical cost convention with the exception of investments which are included at market value. The charity is a Public Benefit Entity. The financial statements are compliant with the charity’s constitution, the Charities and Trustee Investment (Scotland) Act 2005, the Charities Accounts (Scotland) Regulations 2006 (as amended), the Statement of Recommended Practice (SORP) FRS 102 “Accounting and Reporting by Charities”, in accordance with Financial Reporting Standard 102 (FRS 102), and applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the charity. Monetary amounts are rounded to the nearest £.

Basis of Consolidation

The consolidated group financial statements consist of the financial statements of the parent charity, the Merchant Company Education Board, together with all entities controlled by the parent charity (its subsidiary, namely the George Watson’s Family Foundation (Registered Charity Number SC004818). All financial statements are made up to 31 July 2025. Although GWFF is a separate registered charity, it is integral to George Watsons College, and hence MCEB.

All intra-group transactions and balances between group entities are eliminated on consolidation.

The subsidiary is consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Going concern

The financial statements have been prepared on a going concern basis. The Finance Committees and Governing Councils of the schools, on behalf of the Members have considered relevant information, including the business plan, forecast future cash flows and the impact of subsequent events in making their assessment and reported this information to the Members of the Education Board, on the basis of which the Members are satisfied that the Edinburgh Merchant Company Education Board is a going concern.

In making these assessments the key scenarios and assumptions are around monitoring pupil numbers and trends, affordability of fee levels. The imposition of VAT on school tuition fees effective from 1 January 2025 has had a huge impact on the affordability of fees. Both schools are reviewing and changing their operating models in order to meet this challenge. Work is on-going to reduce the cost base and to work with parents to enable them to continue educating their children in our schools.

The Members, having reviewed both Schools’ forecasts and plans, expect that the Education Board has sufficient resources at its disposal to carry out the current plans for the Schools and therefore continue in operational existence for at least the next 12 months. The Members continue to be mindful of the current economic situation in developing their plans for future investment. On this basis, the Members are satisfied that it is appropriate to prepare the accounts on a going concern basis.

Income

Income is recognised when the charity has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received and the amount can be measured reliably.

Fees receivable and charges for services and use of premises are accounted for in the period in which the service is provided. Fees receivable are stated after deducting bursaries, allowances, scholarships and other remissions granted by the School . Fees consist of charges for pupils attending the Schools. The charges are the amounts due for the year ending 31 July.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

1 Accounting policies (continued)

For legacies, entitlement is taken as the earlier of the date on which either: the charity is aware that confirmation has been granted, the estate has been finalised and notification has been made by the executor(s) to the trust that a distribution will be made, or when a distribution is received from the estate. Receipt of a legacy, in whole or in part, is only considered probable when the amount can be measured reliably and the charity has been notified of the executor’s intention to make a distribution. Where legacies have been notified to the charity, or the charity is aware of the granting of confirmation, and the criteria for income recognition have not been met, then the legacy is a treated as a contingent asset and disclosed if material.

Income from Interest and Dividends

Investment income is applied to the restricted, unrestricted and endowed funds on the basis of investments held within each fund. Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity; this is normally upon notification of the interest paid or payable by the Bank. Dividends are accrued when the shareholder’s right to receive payment is established. Measurement is at the fair value receivable, which will normally be the transaction value.

Donated goods, facilities and services

Donated goods, services and facilities are recognised as income when the charity has control over the item(s), any conditions attached have been met, the receipt of economic benefit from the use of the item(s) is probable and the economic benefit can be measured reliably. In accordance with Charity SORP, volunteer time is not recognised.

On receipt, donated goods, services and facilities are recognised on the basis of the value of the gift to the charity which is the amount the charity would have had to pay to obtain the equivalent economic benefit on the open market. A corresponding amount is also recognised as expenditure in the period of receipt.

Expenditure and irrecoverable VAT

Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. The irrecoverable element of VAT is included with the item of expense to which it relates. Expenditure is classified under the following activity headings:

Redundancy and termination payments are recognised in the year to which they relate.

Allocation of support costs

Support costs are those functions that assist the work of the charity but do not directly undertake charitable activities. Support costs include back office costs, finance, personnel, payroll and governance costs which support the Education Board’s charitable activities. Governance costs are those associated with the constitutional and statutory requirements of the charity.

Expenditure is allocated to expense headings either on a direct cost basis, or apportioned according to time spent.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

1 Accounting policies (continued)

Fixed assets

Fixed assets are capitalised at cost. Depreciation is provided on all fixed assets in use, other than heritable land, at rates and bases calculated to write off the cost of each asset over its expected useful life, on a straight line basis, as follows:

Heritable buildings Up to 50 years Leasehold improvements Over life of lease Heating plant & Other plant and equipment 5 - 15 years Motor vehicles & Computer equipment 4 years

Investments and investment income

Investments are a form of basic financial instrument. The investments are brought into account at fair value. The value applied to listed investment is the middle market price of that investment at the close of business at the year end The main form of financial risk faced by the charity is that of volatility in the investment markets due to wider economic conditions.

The investment in subsidiary undertakings represents the cost of investments in ESMS Enterprises Limited, a wholly owned subsidiary company incorporated in Scotland with company number: SC139534 and GWC Trading UK Limited a wholly owned subsidiary company incorporated in Scotland with company number: SC588763. These entities are not consolidated in these financial statements on grounds of immateriality.

Investment income and gains and losses are recognised in the statement of financial activities in the year in which they arise. Unrealised gains and losses are included in the statement of financial activities on the same basis of investments held within each relevant fund.

Stocks

Stocks are valued at the lower of cost and net realisable value.

Cash and cash equivalents

Cash at bank and in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

Debtors

Trade and other debtors are recognised at the settlement amount due after any fee discounts and rebates. Prepayments are valued at the amount prepaid after taking account of any discounts due.

Creditors and provisions

Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

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.

Fund accounting

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

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

1 Accounting policies (continued)

Designated funds comprise unrestricted funds that have been set aside by the Members 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 charity for particular purposes. The cost of raising and administering funds are charged against the specific fund.

Endowment funds represent the original endowment of the charity as adjusted for gains and losses arising in investments. The income generated from the investments are used largely in the provision of bursaries to school pupils.

Taxation

The Education Board is registered as a charity and has no liability to corporation tax on surpluses.

Defined benefit pension scheme

The charity operates a pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the Education Board. Pension scheme assets and liabilities are measured by a qualified actuary using the assumptions set out in note 13. The pension scheme surplus (to the extent that it is recoverable) or deficit is recognised in full on the Balance Sheet.

Defined contribution pension scheme

The charity also operates a pension scheme providing benefits based on contributions. Employer contributions are charged to the SOFA in the period to which they relate.

Leased assets

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss account over the period of the lease.

All other leases are regarded as operating leases and the total payments made under them are charged to the profit and loss account on a straight line basis over the lease term.

Prior year restatement

In reviewing the allocation of bursaries and remissions, the Members have determined that due to the application of these allowances being common practice, they are in effect discounts and form part of the public benefit the School offers as a registered charity. As a result, the bursaries and remissions should be allocated against the school fees to present a net school fees position in the Statement of Financial Activities. As part of the application of this allocation in the current year, the decision was taken to retrospectively correct the position and thus the prior period figures have been restated accordingly.

This adjustment has no impact on the net expenditure for the period, however charitable income and expenditure on charitable activities have both reduced by £5,945,720.

Judgements in applying accounting policies and key sources of estimation uncertainty

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

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

In preparing these financial statements, the Members have made the following judgements:

The following are the charity’s key sources of estimation uncertainty:

2 Donations and legacies

Unrestricted Restricted Total Unrestricted Restricted Total
2025 2025 2025 2024 2024 2024
£ £ £ £ £ £
Group
Donations 174,997 2,562,321 2,737,318 1,656
1,247,628
1,249,284
Unrestricted Restricted Total Unrestricted Restricted Total
2025 2025 2025 2024 2024 2024
£ £ £ £ £ £
Parent Charity
Donations 468,524 1,753,797 2,222,321 442,864 613,190 1,056,054

GWFF as a separate charity allocates donations within its accounts differently to the treatment within the Group in terms of reserves

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

3 Other trading activities (unrestricted)

Total Total
2025 2024
Group & Parent Charity £ £
Rents and lettings 1,334,359 1,077,683
_ _
1,334,359
1,077,683
4 Income from investments
Unrestricted Restricted Endowed Endowed Total Total
2025 2025 2025 2025 2025 2024
Group £ £ £ £ £ £
Investment income - 262,723 113,862 113,862 376,585 397,035
Interest 218,126 256,642 12,818 12,818 487,586 365,085
_ _ _ _ _ _
218,126 519,365 126,680 126,680 864,171
762,120
2024 total 218,764 430,487 112,869 112,869 762,120
Unrestricted Restricted Endowed Endowed Total Total
2025 2025 2025 2025 2025 2024
Parent Charity £ £ £ £ £ £
Investment income - 137,479 113,862 113,862 251,341 283,812
Interest 218,126 114,188 12,818 12,818 345,132 232,049
_ _ _ _ _ _
218,126 251,667 126,680 126,680 596,473
515,861
2024 total 218,764 184,228 112,869 112,869 515,861
5 Income from charitable activities
Unrestricted Unrestricted Restricted Total Total
2025 2025 2025 2025 2024
£ £ £ As
Group & Parent Charity Restated
£
Fees receivable 72,741,638 72,741,638 - 72,741,638 69,917,460
Bursaries, scholarships and prizes - - 328,001 328,001 315,814
Registration fees 53,874 53,874 - 53,874 50,460
Catering sales 3,083,192 3,083,192 - 3,083,192 3,088,898
After school club fees 1,347,355 1,347,355 - 1,347,355 1,466,734
Pupils buses 452,847 452,847 - 452,847 427,894
Music instrument hire 177,954 177,954 - 177,954 185,822
Other 712,898 712,898 - 712,898 503,049
____ ____ __ ___ ___
78,569,758 78,569,758 328,001 78,897,759 75,956,131
2024 total 75,640,317 75,640,317 315,814 75,956,131

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

6 Other income

6 Other income 6 Other income
Unrestricted Restricted Total Total
2025 2025 2025 2024
Group Group £ £ £ £
Gain on sale of assets 2,900 - 2,900 -
Miscellaneous income - - - 3,224
_ ______ ______ ______
2,900 - 2,900
3,224
2024 total 2,224 1,000 3,224
Unrestricted Restricted Total Total
2025 2025 2025 2024
Parent Charity Parent Charity £ £ £ £
Gain on sale of assets 2,900 - 2,900 -
Miscellaneous income - - - 2,224
_ ______ ______ ______
2,900 - 2,900
2,224
2024 total 2,224 - 2,224
7 Expenditure on raising funds 7 Expenditure on raising funds
Unrestricted Restricted Restricted Endowed Endowed
Group Group 2025
£
2025
£
2025
£
2025
£
2025
£
2025
£
2024
£
Wage and salary cost of raising funds (note 12) 432,477 - - - -
432,477
415,709
Costs of generating voluntary income - 1,319 1,319 - -
1,319
72
Investment management fees - 45,231 45,231 4,461 4,461
49,692
50,450
_ _ _ _ _
_
_
432,477 46,550 46,550 4,461
4,461
483,488
466,231
2024 total 415,709 46,202 46,202 4,320
4,320
466,231
Unrestricted Restricted Restricted Endowed Endowed
Parent Charity Parent Charity 2025
£
2025
£
2025
£
2025
£
2025
£
2025
£
2024
£
Wage and salary cost of raising funds (note 12) 432,477 - - - -
432,477
415,709
Investment management fees - 24,235 24,235 4,461 4,461
28,696
31,804
_ _ _ _ _
_
_
432,477 24,235 24,235 4,461
4,461
461,173
447,513
2024 total 415,709 27,484 27,484 4,320 4,320
447,513

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

8 Expenditure on charitable activities

Total
Unrestricted Restricted Endowed Total 2024
2025 2025 2025 2025 As Restated
Group £ £ £ £ £
Wages and salaries (note 12) 47,868,972 - - 47,868,972 46,886,002
Foundationers Grants - 495,430 - 495,430 373,159
School expenditure - 434,159 - 434,159 579,338
Fee reductions 151,972 - - 151,972 260,473
Bursaries, scholarships and prizes (6,606) 1,258,681 101,643 1,353,718 602,413
Examinations costs 316,059 - - 316,059 325,792
Teaching materials 1,020,562 - - 1,020,562 1,057,856
Staff development 225,262 - - 225,262 128,878
Transport costs 1,424,511 - - 1,424,511 1,156,237
Educational projects cost 1,793,439 - - 1,793,439 1,366,234
Other educational costs 2,337,624 1,904 - 2,339,528 1,970,531
Catering costs 3,326,804 - - 3,326,804 3,492,868
___ ___ _ ___ ___
Total direct costs 58,458,599 2,190,174 101,643 60,750,416 58,199,781
Property costs (note 9) 12,529,849 70,410 - 12,600,259 13,328,096
Support costs (note 10) 8,841,916 - 144 8,842,060 8,215,961
Governance Costs (note 11) 68,623 7,200 - 75,823 97,189
___ ___ _ ___ ___
79,898,987 2,267,784 101,787 82,268,558 79,841,027
Restated Restated Restated Total
Unrestricted Restricted Endowed 2024
2024 2024 2024 As
£ £ £ Restated
£
2024
Direct costs 56,699,827 1,415,699 84,255 58,199,781
Property costs 13,266,145 61,951 - 13,328,096
Support costs 8,215,817 - 144 8,215,961
Governance costs 89,989 7,200 - 97,189
___ __ __ ___
2024 total 78,271,778 1,484,850 84,399 79,841,027

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

Total
Unrestricted Restricted Endowed Total 2024
2025 2025 2025 2025 As Restated
Parent Charity £ £ £ £ £
Wages and salaries (note 12) 47,868,972 - - 47,868,972 46,886,002
Foundationers Grants - 495,430 - 495,430 411,449
School expenditure - - - - -
Fee reductions 151,972 - - 151,972 260,473
Bursaries, scholarships and prizes (6,606) 1,258,681 101,643 1,353,718 602,413
Examinations costs 316,059 - - 316,059 325,792
Teaching materials 1,020,562 - - 1,020,562 1,057,946
Staff development 225,262 - - 225,262 235,840
Transport costs 1,424,511 - - 1,424,511 1,156,237
Educational projects cost 1,793,439 - - 1,793,439 1,366,234
Other educational costs 2,631,151 1,904 - 2,633,055 2,304,687
Catering costs 3,326,804 - - 3,326,804 3,492,868
___ ___ _ ___ ___
Total direct costs 58,752,126 1,756,015 101,643 60,609,784 58,099,941
Property costs (note 9) 12,529,849 70,410 - 12,600,259 13,328,096
Support costs (note 10) 8,841,916 - 144 8,842,060 8,215,961
Governance Costs (note 11) 68,623 - - 68,623 89,989
___ ___ _ ___ ___
80,192,514 1,826,425 101,787 82,120,726 79,733,987
Restated Restated Restated Total
Unrestricted Restricted Endowed 2024
2024 2024 2024 As
£ £ £ Restated
£
2024
Direct costs 57,141,035 874,651 84,255 58,099,941
Property costs 13,266,145 61,951 - 13,328,096
Support costs 8,215,817 - 144 8,215,961
Governance costs 89,989 - - 89,989
___ __ __ ___
2024 total 78,712,986 936,602 84,399 79,733,987

9 Property costs

Property costs
Unrestricted Restricted Total Total
2025 2025 2025 2024
Group & Parent Charity £ £ £ £
Wages and salaries (note 12) 689,171 689,171
-
689,171 800,562
Ground maintenance 103,021 103,021
-
103,021 125,109
Rates 1,562,539 1,562,539
-
1,562,539 1,668,506
Insurance 516,643 516,643
-
516,643 459,183
Heat and light 3,252,236 3,252,236
-
3,252,236 4,023,001
Cleaning 1,360,469 1,360,469
-
1,360,469 1,233,291
Repairs and maintenance 1,621,219 1,621,219
-
1,621,219 1,661,271
Depreciation 3,371,568 3,371,568
70,410
3,441,978 3,149,002
RAAC Expenditure 52,983 52,983
-
52,983 208,171
_ _ ______ _ _ ______ _ _ ______ ___
12,529,849 12,529,849
70,410
12,600,259 13,328,096

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

Unrestricted Restricted Total
2024 2024 2024
Group & Parent Charity £ £ £
Wages and salaries (note 12) 800,562 - 800,562
Ground maintenance 125,109 - 125,109
Rates 1,668,506 - 1,668,506
Insurance 459,183 - 459,183
Heat and light 4,023,001 - 4,023,001
Cleaning 1,233,291 - 1,233,291
Repairs and maintenance 1,661,271 - 1,661,271
Depreciation 3,087,051 61,951 3,149,002
208,171 - 208,171
___ __ ___
13,266,145 61,951 13,328,096

10 Support costs

10 Support costs
Total Total
2025 2024
£ £
Group & Parent Charity Group & Parent Charity
Wages and salaries (note 12) 5,067,392 4,577,853
Advertising 328,089 260,849
Telephone 36,018 72,503
Stationery, postage, printing and photocopying 276,064 312,547
Subscriptions 162,867 155,866
Marketing 70,103 171,379
Professional fees 691,499 584,451
Computer costs 374,021 450,222
Finance costs 1,009,210 1,047,011
Other costs 826,797 583,280
___ ___
8,842,060
8,215,961
11 Governance costs
Total Total
2025 2024
Group £ £
Governors’ meetings and professional fees 260 303
Auditors’ remuneration 64,700 63,065
Fees paid to auditor for non-audit 10,425 13,877
services
Other 438 19,944
_ _
75,823 97,189
Total Total
2025 2024
Parent Charity Parent Charity £ £
Governors’ meetings and professional fees 260 303
Auditors’ remuneration 57,500 55,865
Fees paid to auditor for non-audit 10,425 13,877
services
Other 438 19,944
_ _
68,623 89,989

11 Governance costs

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

12 Staff Costs

Staff Costs
2025 2024
Group & Parent Charity £ £
Wages and salaries 40,951,725 41,091,963
Social security costs 4,885,331 4,476,201
Pension contributions 7,627,565 7,111,962
Termination payments 593,391 -
___ ___
54,058,012
52,680,126
Allocated between:
Teaching costs 47,868,972 46,886,002
Property costs 689,171 800,562
Support costs 5,067,392 4,577,853
Raising funds 432,477 415,709
____ ____
54,058,012
52,680,126
The average number of employees during the year was:
2025 2024
Number Number
Teaching 574 586
Ancillary to teaching 319 324
Administration & catering 169 166
Maintenance 43 44
___ ___
1,105
1,120
The number of employees whose emoluments for the year fall above £60,000 are as follows:
£60,000 - £69,999 87 79
£70,000 - £79,999 9 19
£80,000 - £89,999 17 23
£90,000 - £99,999 9 7
£100,000 - £109,999 4 4
£110,000 - £119,999 4 4
£120,000 - £129,999 1 1
£140,000 - £149,999 1 -
£200,000 - £209,999 1 -
£210,000 - £219,999 - 1
£260,000 - £269,999 1 -
£300,000 - £310,999 - 1

Key management personnel remuneration including employer’s NI totalled £2,589,776 ( 2024: £2,301,459 ), including termination benefits of £137,698 (2024: Nil).

Amounts payable to pension schemes on behalf of all employees which are included within creditors at the year end are £838,154 ( 2024: £798,823). This represents part of one month’s deductions which are due for payment in August 2025.

No Trustees received reimbursement of travel expenses, remuneration or other payments ( 2024: Nil) .

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

13 Pensions

The Education Board contributes to three separate pension schemes:-

(a) Scottish Teachers’ Superannuation Scheme

Amounts are paid into the Scottish Teachers Superannuation Scheme to provide pensions for teaching staff. The scheme is a defined benefit scheme administered independently of the Education Board. The contributions are determined by a qualified actuary on the basis of five yearly valuations using the prospective benefit valuation method. The employer’s contribution rate was set at 28.68% from 1 April 2024. Employee contributions are stepped, according to the level of their pensionable pay and rates vary from 7.2% to 11.9%. The results of the next revaluation are expected to be announced in mid-2026 and implemented in April 2027. The pension costs charged in these accounts for this scheme was £6,778,503 ( 2024: £6,310,581) which were the contributions due for the year.

The Scottish Teachers’ Superannuation Scheme is a multi-employer defined benefit scheme, which in common with other Government pension schemes is unfunded. The Schools are unable to identify their share of the underlying liabilities of the scheme and therefore account for the contributions to the scheme as if it were a defined contribution scheme.

(b) The Merchant Company Retirement Benefit Scheme

The Education Board makes pension contributions to the Merchant Company Retirement Benefits Scheme, a defined benefits scheme. The assets of the scheme are held separately from those of the Merchant Company in an independently administered fund. The Schools are unable to identify their share of the underlying liabilities of the scheme and therefore account for the contributions to the scheme as if it were a defined contribution scheme.

During the year, the employer’s deficit contribution was nil ( 2024: £Nil ).

The scheme closed to future accrual on 1 November 2011. At this date pensionable service under the scheme ceased for all active members; however members were granted additional benefits equivalent to one year of pensionable service and an increase of 4% in basic salary in compensation for loss of pension benefits. All members were offered the option of joining the existing defined contribution scheme for support staff from 1 November 2011 to provide continuing pension benefits.

Principal Actuarial assumptions for the defined benefit scheme

The following information is based upon an FRS 102 valuation of the fund at 31 July 2025:

2025 2024
% p.a. % p.a.
Price inflation rate (RPI) 2.90 3.10
Price inflation rate (CPI) 2.65 2.85
Salary increase rate 4.10 4.10
Discount rate 5.70 4.90

Life expectancy is based on the CMI Mortality Projections Model 2020 converging to 1.25% p.a. Based on these assumptions, the average future life expectancies at age 65 are summarised below:

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

13 Pensions (continued)

Males Females
Current pensioners 20.2 years 23.1 years 20.2 years 23.1 years
Future pensioners 21.6 years 24.6 years
21.6 years 24.6 years
The net pension (deficit)/asset was:
2025 2024
£000 £000
Estimated employer assets 14,461 15,477
Present value of scheme liabilities (8,808) (9,473)
Effect of asset ceiling (5,653) (6,004)
_____ _____
Net pension (deficit)/asset - -

An asset ceiling adjustment has been made to prevent the Education Board recognising a pension asset as any surplus may not be recoverable by the employer.

Reconciliation of fair value of scheme assets:

Reconciliation of fair value of scheme assets:
2025 2024
£000 £000
Opening fair value of scheme assets 15,477 14,779
Contributions by employer not previously recognised - 1
Expected return on assets 736 749
Contributions by employer - -
Actuarial gains/(losses) (846) 697
Admin expenses paid from plan assets (122) (135)
Estimated benefits paid (784) (614)
_____ _____
14,461 15,477
Reconciliation of defined benefit obligation:
2025 2024
£000 £000
Opening defined benefit obligation 9,473 9,460
Interest cost 444 476
Actuarial losses/(gains) (325) 151
Estimated benefits paid (784) (614)
_____ _____
8,808 9,473

(c) Personal Retirement Plan

Since 1999 a new scheme has been entered into for support staff, pension contributions are made to a Personal Retirement Plan. The scheme is a defined contribution scheme and is administered independently of the Education Board. The employer’s contribution is 8% and the scheme minimum employee contribution is 5%. During the year the employer’s contribution was £849,062 ( 2024 - £801,381).

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

14 Tangible fixed assets

Assets in
Heritable Leasehold course of Plant and Motor
Group & Parent Charity property improvements construction equipment vehicles Total
£ £ £ £ £ £
Cost
At beginning of 83,998,356 10 202,296 16,218,141 297,549 100,716,352 297,549 100,716,352
year
Additions 1,320,011 - 326,365 809,191 19,257 2,474,824
Disposals (27,402) - - (376,247) (5,012) (408,660)
Transfers 84,869 - (177,029) 92,160 - -
___ ___ ___ ___ _ _ _ _
At end of year 85,375,834 10 351,632 16,743,245 311,794 102,782,516 311,794 102,782,516
___ ___ ___ ___ ___ __
Depreciation
At beginning of 29,154,427 - - 12,218,980 253,329 41,626,736 253,329 41,626,736
year
Charge for year 2,260,202 - - 1,166,042 25,818 3,452,062
Disposals (2,184) - - (36,100) - (38,284)
___ ___ ___ ___ _ _ _ _
At end of year 31,412,445 - - 13,348,922 279,147 45,040,514 279,147 45,040,514
___ ___ ___ ___ ___ __
Net book value
At 31 July 2025 53,963,390
10 351,632 3,394,323
32,647 57,742,002 32,647 57,742,002
At 31 July 2024 54,843,929 10 202,296 3,999,161 44,219 59,089,616 44,219 59,089,616

The cost of heritable property at 31 July 2025 and 31 July 2024 includes items brought in at a valuation in 1960 of £2,002,500.

The net book value of assets includes amounts of £74,730 (2024: £163.570) in respect of assets held under hire purchase contracts. The depreciation charge in the year on these assets was £75,014 (2024; £141,419).

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

15 Investments Group

Investments
Group
Listed Cash held Investment
Fixed Investments for Re- in
Equity interest Total investment Subsidiary Total
Market value £ £ £ £ £ £
At beginning of year 5,798,650 5,367,423 11,166,073 124,837 100 11,291,010
Additions 1,508,648 638,505 2,147,153 (2,147,153) 2,147,153 (2,147,153) - -
Disposals (4,146,399) (3,634,886) (7,781,285) 7,781,285 - -
Revaluation in year 204,489 16,055 220,544 - - 220,544
Movement in cash - - - (1,651,206) - (1,651,206) - (1,651,206)
for investment
__ ___ ___ ___ ___ ___
At end of year 3,365,388
2,387,097 5,752,485 4,107,763 100 9,860,348
2025 2024
£ £
Historical cost of listed investments 4,505,334 9,934,702
Parent Charity
Listed Cash held Investment
Fixed Investments for Re- in
Equity interest Total investment Subsidiary Total
Market value £ £ £ £ £ £
At beginning of year 3,690,160 4,181,722 7,871,882 120,717 100 7,992,699
Additions 1,330,165 575,610 1,905,775 (1,905,775) 1,905,775 (1,905,775) - -
Disposals (3,958,050) (3,564,997) (7,523,047) 7,523,047 - -
Revaluation in year 110,177 (6,235) 103,942 - - 103,942
Movement in cash - - - (1,638,512) - (1,638,512) - (1,638,512)
for investment
__ ___ ___ ___ ___ ___
At end of year 1,172,452
1,186,100 2,358,552 4,099,477 100 6,458,129
2025 2024
£ £
Historical cost of listed investments 1,506,683 4,475,942

The below information pertains to both the Group & the Parent Charity investments.

The portfolios are managed by Baillie Gifford, Brooks MacDonald & Aubrey Capital Management. All investments are carried at their fair value. Investments in equities and bonds are traded in quoted public markets. Holdings in multiasset funds are at bid price. The basis of fair value for quoted investments is equivalent to market value, using the bid price. Asset sales and purchases are recognised at the date of trade at their transaction value.

The main risk to the charity from financial instruments lies in the combination of uncertain investment markets and volatility to growth and incomes. The investment strategy is to maximise income and ensure capital growth of funds in excess of inflation each year and as such the portfolio is invested in medium to high risk stocks. Liquidity risk is anticipated to be low as all assets are traded in markets with good liquidity and high trading volumes and this is expected to continue. The charity manages these investment risks by retaining expert advisors to manage its investment portfolio.

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

The investment in subsidiary undertakings represents the cost of investments in ESMS Enterprises Limited, a wholly owned subsidiary company incorporated in Scotland with company number: SC139534 & GWC Trading UK Limited a wholly owned subsidiary company incorporated in Scotland with company number: SC588763. The results of ESMS Enterprises Limited and GWC Trading UK Limited in the year, which are not consolidated in these financial statements on grounds of immateriality, are as follows:

2025 2024
£ £
Profit/(loss) for the year 109,932 (6,888)
Gift aid donation to the Education Board - -
Net assets/(liabilities) 103,906 (6,026)
GWC Trading Limited was dormant in the year and has net assets of £1 (2024; £1).
16 Stocks
2025 2024
Group & Parent Charity £ £
Prospectus, stationery and other 52,046 48,671
______ ______
52,046 48,671
17 Debtors
2025 2024
Group £ £
School and boarding fees 441,524 157,236
Other debtors 385,137 775,438
Prepayments 2,764,905 3,082,469
___ ___
3,591,566
4,015,143
2025 2024
Parent Charity £ £
School and boarding fees 441,524 157,236
Other debtors 385,137 775,438
Prepayments 2,693,258 2,982,392
Amounts owed by related party 684,294 -
___ ___
4,204,213
3,915,066
18 Creditors:amounts falling due within one year
2025 2024
Group £ £
Bank loan and overdraft 494,054 530,299
Trade creditors 1,517,469 1,846,626
Taxes and social security 2,176,914 1,884,970
Other creditors 708,728 530,636
Accruals 5,640,726 4,284,545
Finance leases 75,462 177,929
Deferred Income – note 20 10,619,993 12,047,229
___ ___
21,233,346 21,302,234

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

2025 2024
Parent Charity £ £
Bank loan and overdraft 494,054 530,299
Trade creditors 1,517,469 1,846,626
Taxes and social security 2,176,914 1,884,970
Other creditors 708,728 530,636
Accruals 5,633,526 4,277,345
Finance leases 75,462 177,929
Deferred Income – note 20 10,619,993 12,047,229
Amounts owed to related parties - 9,598
___ ___
21,226,146
21,304,632
19 Creditors:amounts falling due after more than one year
2025 2024
Group & Parent Charity £ £
Bank loans 5,534,184 6,040,847
Other creditors 25,900 53,300
Deferred Income – note 20 3,085,491 6,919,156
___ ___
8,645,575
13,013,303
Analysis of bank loans due after more than one year 2025 2024
£ £
Due within 2- 5 years 4,275,421 4,455,021
Due after more than 5 years 1,258,763 1,585,826
___ ___
5,534,184 6,040,847

The Education Board has three loans with Bank of Scotland, repayable over the periods to May 2031, May 2036 and September 2037 respectively. Two of these loans are made up of an element of loan which is charged at a variable interest rate equal to the Bank of England base rate plus 1.65% and an element of loan which is charged at a fixed interest rate of 2.45% and 3.64%. The third loan has a variable element only, charged at base plus 1.85%.

The Education Board has two term loans with HSBC repayable over the period to November 2034, which attract interest at Base Rate plus 1.4% and a Revolving Credit Facility with HSBC, the rate of interest on which is Base Rate plus 1.6%.

20 Deferred Income

Deferred Income
2025 2024
Group & Parent Charity £ £
At beginning of year 18,966,385 3,389,724
Income released in the year (15,454,046) (3,389,724)
Income deferred in the year 10,193,145 18,966,385
___ ___
At end of year 13,705,484
18,966,385
Deferred income relates entirely to school fees received in advance

40

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

21 General Fund

21 General Fund
2025 2024
£ As Restated
Group Group £
At beginning of year 39,311,524 41,058,367
Income in year 80,300,140 76,940,644
Expenditure in year (80,331,464) (78,687,487)
___ ___
At end of year 39,280,200
39,311,524
2025 2024
Parent Charity Parent Charity £ £
At beginning of year 39,311,524 41,058,367
Income in year 80,593,667 77,381,852
Expenditure in year (80,624,991) (79,128,695)
___ ___
At end of year 39,280,200
39,311,524
22 Restricted Funds
At Income Expenditure Expenditure
Gains/
Group
2025
beginning
of year
in year in year in year
(losses)
Total
£ £ £ £
£
£
GW Family Foundation 6,334,233 1,571,652 (959,104) (959,104)
116,602
7,063,383
Sport Scotland grant 1,077,733 - (61,936) (61,936)
-
1,015,797
Access to Excellence 6,061,810 517,711 (1,031,531) (1,031,531)
(10,039)
5,537,951
Other smaller funds 399,170 1,320,324 (261,763) (261,763)
-
1,457,731
___ __ __ _
_
___
Total 13,872,946 3,409,687 (2,314,334) (2,314,334)
106,563
15,074,862
At Income Expenditure Expenditure
Gains/
Group
2024
beginning
of year
in year in year (losses) Total
£ £ £ £
£
£
GW Family Foundation 5,815,418 1,293,146 (978,415) (978,415)
204,084
6,334,233
Sport Scotland grant 1,139,684 - (61,951) (61,951)
-
1,077,733
Access to Excellence 5,458,564 439,403 (230,444) (230,444)
394,287
6,061,810
Other smaller funds 397,032 262,380 (260,242) (260,242)
-
399,170
___ __ __ _
_
___
Total 12,810,698 1,994,929 (1,531,052) (1,531,052)
598,371
13,872,946
At Income Expenditure Expenditure
Gains/
Parent Charity
2025
beginning
of year
in year in year in year
(losses)
Total
£ £ £ £
£
£
Sport Scotland grant 1,077,733 - (61,936) (61,936)
-
1,015,797
Access to Excellence 6,061,810 517,711 (1,031,531) (1,031,531)
(10,039)
5,537,951
Other smaller funds 399,170 1,815,754 (757,193) (757,193)
-
1,457,731
___ __ __ _
_
___
Total 7,538,713 2,333,465 (1,850,660) (1,850,660)
(10,039)
8,011,479

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

Notes (continued)
At Income Expenditure Gains/
Parent Charity
2024
beginning
of year
in year in year (losses) Total
£ £ £ £ £
Sport Scotland grant 1,139,684 - (61,951) - 1,077,733
Access to Excellence 5,458,564 439,403 (230,444) 394,287 6,061,810
Other smaller funds 397,032 673,829 (671,691) - 399,170
___ __ __ __ ___
Total 6,995,280 1,113,232 (964,086) 394,287 7,538,713

George Watson’s Family Foundation –provides financial assistance for pupils who would otherwise be unable to attend GWC, provide support for pupils whose families experience short term financial difficulties and to maintain and develop the property and facilities of GWC. The Family Foundation is a registered charity, number SC004818.

Sport Scotland Grant – this was a donation received towards the National Cricket Centre and it is being released in line with the depreciation on the building itself.

Access to Excellence Fund – these are donations received through the Development Office at ESMS which are then invested to produce an annual income to enhance bursary provision

Other smaller funds – this fund includes the £1m donation from Melville College Trust towards the merger at ESMS and a collection of smaller funds with balances less than £50,000 and most relate to donations towards smaller capital items.

23 Permanent Endowment Funds
Group & Parent Charity Bursaries and Prizes and
2025 scholarships legacies Total
£ £ £
At beginning of year 1,799,972 1,621,571 3,421,543
Income 68,837 57,843 126,680
Expenditure (59,576) (46,672) (106,248)
Gains/losses on investments 51,639 62,342 113,981
___ ___ ___
At end of year 1,860,872 1,695,084 3,555,956
Bursaries and Prizes and
2024 Scholarships legacies Total
£ £ £
At beginning of year 1,679,943 1,537,310 3,217,253
Income 58,680 54,189 112,869
Expenditure (40,567) (48,152) (88,719)
Gains/losses on investments 101,916 78,224 180,140
___ ___ ___
At end of year 1,799,972 1,621,571 3,421,543

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

24 Net asset reconciliation

Group Unrestricted Restricted Endowment Total Total
2025 Funds Funds Funds 2025 2024
£ £ £ £ £
Tangible fixed assets 56,726,204 1,015,798 - 57,742,002 59,089,616
Investments 100 6,678,718 3,181,530 9,860,348 11,291,010
Net current (liabilities)/ assets (8,800,530) 7,380,347 374,426 (1,045,757) (761,310)
Long term liabilities (8,645,575) - - (8,645,575) (13,013,303)
___ ___ ___ ___ ___
39,280,200 15,074,862 3,555,956
57,911,018 56,606,013
Group Unrestricted Restricted Endowment Total
2024 Funds Funds Funds 2024
£ £ £ £
Tangible fixed assets 58,011,882 1,077,734 - 59,089,616
Investments 100 8,217,589 3,073,321 11,291,010
Net current (liabilities)/ assets (5,687,155) 4,577,623 348,222 (761,310)
Long term liabilities (13,013,303) - - (13,013,303)
Provisions ___ ___ ___ ___
39,311,524 13,872,946 3,421,543
56,606,013
Parent Charity Unrestricted Restricted Endowment Total Total
2025 Funds Funds Funds 2025 2024
£ £ £ £ £
Tangible fixed assets 56,726,204 1,015,798 - 57,742,002 59,089,616
Investments 100 3,276,499 3,181,530 6,458,129 7,992,699
Net current (liabilities)/ assets (8,800,529) 3,719,182 374,426 (4,706,921) (3,797,232)
Long term liabilities (8,645,575) - - (8,645,575) (13,013,303)
___ ___ ___ ___ ___
39,280,200 8,011,479 3,555,956
50,847,635 50,271,780
Parent Charity Unrestricted Restricted Endowment Total
2024 Funds Funds Funds 2024
£ £ £ £
Tangible fixed assets 57,949,931 1,139,685 - 59,089,616
Investments 100 4,919,278 3,073,321 7,992,699
Net current (liabilities)/ assets (5,625,204) 1,479,750 348,222 (3,797,232)
Long term liabilities (13,013,303) - - (13,013,303)
Provisions ___ ___ ___ ___
39,311,524 7,538,713 3,421,543 50,271,780

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued) Notes (continued)
25 Capital commitments
2025 2024
£ £
Authorised and contracted - 1,424,161
26 Other financial commitments
At 31 July 2025 the Education Board had total minimum commitments under non-cancellable operating leases as
follows:
2025 2024
£ £
< 1 year 300,561 585,720
Within 2-5 years 518,921 380,845
_ _
819,482
966,565
Lease payments recognised as an expense 657,980
628,434
27 Financial instruments
Group Group 2025 2024
£ £
Carrying amount of financial assets
Assets measured at fair value through profit and loss 5,752,485 11,166,073
Carrying amount of financial liabilities
Measured at fair value through profit and loss - -
Parent Charity 2025 2024
£ £
Carrying amount of financial assets
Assets measured at fair value through profit and loss 2,358,552 7,871,882
Carrying amount of financial liabilities
Measured at fair value through profit and loss - -
Assets measured at fair value through profit and loss represent listed investments

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Edinburgh Merchant Company Education Board Annual report and consolidated financial statements 31 July 2025

Notes (continued)

28 Analysis of changes in net debt
As at 1 Non-cash As at 31 July
Group August 2024 movements Cashflows 2025
£ £ £ £
Cash in hand and at bank less overdrafts 16,477,110 - 66,867 16,543,977
Loans (6,571,146) - 542,908 (6,028,238)
Finance leases (177,929) - 102,467 (75,462)
_ _ _ _
9,728,035 - 712,242 10,440,277
As at 1 Non-cash As at 31 July
August 2023 movements Cashflows 2024
£ £ £ £
Cash in hand and at bank 3,271,503 - 13,205,607 16,477,110
Loans (7,083,587) - 512,441 (6,571,146)
Finance leases (393,399) - 215,470 (177,929)
_ _ _ _
(4,205,483) - 13,933,518 9,728,035

29 Contingent liability

Notification of a claim for unspecified damages was received during the financial year in respect of alleged historic abuse. The Board members are currently investigating whether the Education Board had indemnity insurance in place covering the dates of the alleged claim and as such, if any claim was successful, it is difficult to determine the financial extent to which the Education Board could be liable or the timings of any possible outflows.

30 Related parties

During the year, a donation of £788,957 (2024: £852,657) was received from the Education Board’s subsidiary, the George Watson’s Family Foundation. At year end, there is a balance of £684,294 due from the Family Foundation (2024: £9,598 due to Family Foundation).

31 Prior Year Adjustment

As mentioned in Note 1 to the financial statements, when considering the allocation of bursaries and fee remissions, the Members determined that as the application of the allowances was common practice, they are in effect discounts and form part of the public benefit the Education Board offers as a registered charity.

As a result, bursaries and fee remission have been offset against the school fees received in the period, to present a net school fees position in the Statement of Financial Activities. To enable users of the financial statements to make like for like comparisons, the decision was made to apply this treatment retrospectively, and as such the prior period income and expenditure figures were restated. Where relevant, the prior period figures throughout this report are denoted “As Restated”.

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