The following statement is intended to provide an understanding of the governance and internal control environment applicable to SP Jain London School of Management ("SPJ UK") as it has operated for the year ended 31 March 2025 and up to the date of approval of this report. The school is a private higher education institution regulated by the Office for Students (OfS) in its capacity as principal regulator.
Governance
In accordance with the Memorandum and Articles of the School and the School’s Governance Charter, the Board of Directors is responsible for ensuring the effective governance and management of the affairs of the School. In particular its duties are:
Leadership, strategic direction and oversight of the affairs of SPJ UK.
Ensure compliance with the Office for Students regulatory requirements including the Public Interest Governance Principles.
Act in accordance with the CUC Higher Education Code of Governance or other appropriate codes.
Delegate such powers as are necessary for the efficient administration of SPJ UK and keep delegations under review.
Approve the vision, mission, strategic direction, and business plan, and monitor performance against such plans.
Financial oversight in accordance with UK accounting standards, including setting and monitoring the annual budget, financial and cash flow forecasts, maintaining financial viability, appointing a qualified auditor to independently audit financial statements annually.
Oversee the risk management and assessment plans and review them at least annually.
Oversee workplace health and safety practices.
Oversee overall quality assurance and monitor effectiveness.
Approve non-academic policies and provide oversight of academic policies.
Appoint and monitor the performance of the Senior Executive.
Monitor the quality of programmes offered by the School and the awards made.
Approve and monitor systems of control and accountability.
Approve any significant commercial activities.
Oversee the functioning of the Academic Board.
Ensure equitable treatment of staff and students and foster wellbeing of staff and students.
Ensure academic freedom is protected at the School and that academic staff have freedom within the law to question and test received wisdom; and to put forward new ideas and controversial or unpopular opinions
Ensure the School implements the Prevent Duty.
Approve appeal processes and decisions where necessary.
The Board of Directors has established the following committees to support its work:
the Academic Board which is accountable for the academic governance of the School’s higher education operations, quality of educational offerings and scholarly outputs, the oversight of academic policies, research activities and research training, and the efficacy of academic leadership, teaching and learning.
the Audit and Risk Committee which advises and assists the Board of Directors with all higher education risk management and finance matters. The key role of the committee is to establish and maintain a Risk Management Framework, oversee its implementation and review its effectiveness so as to identify and manage risks in a timely manner. This includes financial and quality/compliance audits.
the Industry Advisory Board which fosters industry partnerships and connections and provides advice that contributes to new programme development areas and emerging disciplines or research. It also provides feedback about graduate employability, programme alignment with current industry practice and the relevancy and currency of the School’s programmes.
the Nominations Committee which is an advisory committee established by the Board of Directors to assist it in determining the appropriate composition for the Board of Directors, including appointing new Board of Directors members, reviewing the performance of existing Board of Directors members and taking stock of the skills composition for the Board of Directors to ensure the Board of Directors can effectively discharge its oversight duties as SPJ UK evolves.
the Remuneration Committee which under delegated authority subject to annual reports sets the senior staff remuneration.
The Board of Directors' practice and procedure is in line with the OfS Regulatory Framework for Higher Education in England and the guidance notes issued by the OfS. It also conducts its business in accordance with the Standards in Public Life and the Committee of University Chairs (CUC) Higher Education Code of Governance 2020. It has formally adopted the principles of the CUC Higher Education Remuneration Code and the CUC’s Higher Education Audit Committees Code of Practice as appropriate to the size and nature of the institution.
The School maintains a Register of Interests of members of the Board of Directors and senior staff which may be consulted by arrangement with the Chief Operating Officer.
Executive management is delegated to the Senior Management Team. They make regular reports to the Board of Directors on the progress with the development of the School.
Statement of internal control
The Board of Directors is responsible for maintaining a sound system of internal financial control in accordance with the responsibilities assigned to it by the Higher Education and Research Act (2017) and the registration requirements of the Office for Students.
The system of internal control is designed to manage the risk of failure to achieve strategic business objectives. As well as supporting the achievement of aims and objectives it includes the appropriate policies to ensure the safeguarding of public and other funds and assets while providing for the prevention and detection of corruption, fraud, bribery and other irregularities. The Board of Directors is advised on the system of internal control by the Audit and Risk Committee which also monitors the policies as appropriate.
The system also encompasses risk management at the School. To this end the School has approved a risk management policy and a risk management plan which is linked to the strategic objectives of the School as well as financial, operational and compliance risks and how these are being mitigated and managed. As part of the development of the new School Strategy, the School also developed a risk statement setting out its attitude to risk in a range of scenarios.
While the School is still developing, the Board of Directors continues to review the risk management plan at every meeting to ensure that it understands how the risks are being managed. The Risk Management Plan is updated throughout the year and includes the main risk owners and risk mitigating actions. Risks are prioritised by likelihood and impact and rated accordingly.
The school’s revenue is recognised as per the receipts in the bank statements, accounting for the timing differences due to the duration of courses differing from the financial year end. Hence the reported revenue accurately reflects the financial performance of the School.
The Board of Directors has taken reasonable steps to:
ensure that there are appropriate financial and management controls in place to safeguard funds from all sources, especially in relation to the regularity and propriety of the use of the tuition fees received;
safeguard the School’s assets and prevent and detect fraud;
secure the efficient and effective management of the School’s resources; and
ensure that the tuition fees received are used only for the purposes they have been granted in accordance with the existing regulations and legislation.
The Board of Directors oversees the preparation of an annual report and financial statements which are lodged with Companies House, the financial statements are also prepared to meet all OfS requirements. In the 2023-24 financial statements, an exceptional loss was recorded under administrative expenses which represent fraudulent payments following phishing activities that compromised the emails of the employees of the parent company. A further payment of £152,300 fell into the 2024-25 financial year. During the current year, the bank involved reached a settlement with the Company to refund some of the fraudulent payments made which have been recognised as other income. Improvements have been made to the internal control environment of the parent company to prevent re-occurrence and a strengthened Finance Team has been put in place. At a Group level, these include the appointment of an internal audit function and a three-stage approval process for all payments and a final sign off of payments by the Senior Management Team. Improvements are also being made to IT Security and the School is working to gain the ISO 27001 Cyber Security Standard. These controls have been reviewed by the Audit and Risk Committee and the Board of Directors.
The role of the external auditor is to provide an independent and objective assessment of a company's financial statements, ensuring their accuracy and compliance with relevant regulations.
SP Jain London School of Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 2.03 Hx1 And 2nd Floor, Harbour Exchange Square, Isle of Dogs, London, E14 9GE.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. The directors have received confirmation from the company's parent that financial support will be forthcoming for the foreseeable future, being a period of not less than twelve months from the date that these financial statements were approved.
Additionally, the directors have considered the ability of the parent company to provide such support.The directors do not foresee any issues with the ability or willingness of the parent company to support the company. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether there are any debtors that have been overdue for an extended period of time, or there is any indication of any students who may be facing financial problems. The company regularly reviews the overdue debit balances and determines based on either their previous trading experience with the student, or their knowledge of the debtor whether a repayment should be expected.
Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration when reaching such a decision include the economic viability and expected future financial performance of the asset.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as the working condition of the assets and whether the assets are still in use are both taken into account.
The average monthly number of persons (including directors) employed by the company during the year was:
Prior year remuneration figures have been restated to reflect employee remuneration excluding visiting faculty fees and salary costs recharged from group entities.
The head of provider’s remuneration and that of other members of the Senior Management Team is determined by Remuneration Committee. When setting remuneration, the Committee receives benchmarking data and considers:
a set of key performance indicators (KPIs) and a report on performance;
the ability of the School to recruit and retain talented individuals with the skills required to lead the School;
the need to deliver value for money for students and the taxpayer.
The head of provider received a basic salary of £129,000 (2024: £125,496), bonus totalling £30,291 (2024: £38,000) and pension contributions of £1,321 (2024: £1,321) during the year.
The head of the provider's basic salary is 2.8 (2024: 4.2) times the median pay of staff, where the median pay is calculated on a full-time equivalent basis for the salaries paid by the provider to its staff.
The head of provider's total remuneration is 3.2 (2024: 5.4) times the median total remuneration of staff, where the median total remuneration is calculated on a full-time equivalent basis for the total remuneration by the provider of its staff.
The highest paid director received remuneration of £60,000 (2024: £48,500).
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: NIL).
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024: £NIL).
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The total accrued pension provision of the highest paid director at 31 March 2025 amounted to £110 (2024: £NIL).
Amounts owed by group undertakings are considered to be repayable on demand. This balance is unsecured.
Amounts owed to group undertakings includes a loan of £6,395,726 (2024: £4,556,603) which is considered to be repayable on demand and has annual interest of 5%. The interest has been waived for the 2025 year end.These amounts are unsecured.
The remaining balance of £126,447 (2024: £62,631) is payable on demand and has no annual interest. These amounts are unsecured.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Under the lease agreement for our office premises, the company may be required to restore the premises to its original condition at the end of the lease. However, as at the reporting date and based on current information and discussions, management believes that no material outflow of economic resources is probable. Accordingly, it is not practicable to quantify a reliable estimate of potential costs at this stage. The amount and timing of any potential restoration costs is uncertain and dependent on the landlord’s final requirements at the end of the lease term. There is also uncertainty as to whether any restoration will be required at all. Further there is possibility of extending/renewing the lease. No reimbursement is expected in respect of any restoration costs that may be incurred.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The analysis of operating lease commitments for the year ended 31 March 2024 have been restated to reflect the cost and split in accordance with the underlying lease.
The remuneration of key management personnel is as follows.
The parent company is the guarantor for all operating lease commitments of the company.
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
The approved Access and Participation Plan is available on the university website at: https://www.spjain.ac.uk/events/access-and-participation-plan