Company Registration No. 11384192 (England and Wales)
WELLESLEY PREP SCHOOL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
WELLESLEY PREP SCHOOL LIMITED
COMPANY INFORMATION
Directors
The Earl of Mornington
Her Grace The Duchess of Wellington
Miss H M Williams
Mr J W M Baugh
Mr A J Winter
Dr K E Granville-Chapman
Mr J R O Massey
Mr T E J Nolan
(Appointed 6 September 2024)
Mrs N C Armstrong
(Appointed 27 May 2025)
Company number
11384192
Registered office
The Estate Office
Stratfield Saye
Hampshire
United Kingdom
RG7 2BT
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
WELLESLEY PREP SCHOOL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Principal activities

The principal activity of the company is that of running a first-class academic educational school for children aged between 3 to 13 years old.

Review of the business

The company has had a successful year of trading, Turnover increased to £4,562,956 (2024: £4,374,041). There are no bad debts. Expenditure of £167,405 (2024: £138,292) was incurred to maintain the school in good condition. Pupil numbers remain strong albeit have been impacted by the imposition of VAT on private schools.

During the year works were carried out to build a new drama studio which will be in operation for the 2025-26 academic year. This represents a significant investment for the school at a time when the sector is under pressure, underlining the commitment to continue to develop the School and its offering.

Principal risks and uncertainties

The board considers the matters described below to be the principal risks and uncertainties the business faces and were not considered to be significant at the balance sheet date.

Recession

The impact of a global recession could hit pupil numbers and payment of fees.

Change in Fiscal Policy

The introduction of VAT on private school fees will undoubtedly hit the sector at a time in which family budgets are already been squeezed by rising cost of living expenses. This could make private schooling unaffordable for some families, leading to a reduction in pupil numbers.

Loss of Key Staff

The teaching, support and management staff at the school are integral to its success and culture. Loss of key members of staff could impact pupil experience and consequently pupil numbers.

Poor Facilities

The facilities are integral to the pupil experience. If not kept up to date, this could also impact pupil numbers.

WELLESLEY PREP SCHOOL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
Key performance indicators

The company uses several key performance indicators ('KPI's) to manage and direct the performance of the business to consistently deliver a service which exceeds parent expectations.

Fee income £4,330,069 (2024: £4,133,184)

Cost of Sales Salary costs £2,527,223 (58% of fee income) (2024: £2,416,114 (58% of fee income))

Non-financial key performance indicators used are:

Pupil numbers – 297 by the Summer term (2024: 291)

Scholarships and special accolades awarded — 8 in the year (2024: 9).

30 (202 4: 41) places were gained to the following schools after success at Common Entrance (or scholarship exams): Wellington College, St Mary's Calne, Lord Wandsworth College, Pangbourne College, Yateley School, Sherborne Girls, Sherborne St Edwards, Oxford, Sherfield School, Farnborough Hill, Bradfield College and St Swithun's.

Future plans

The company is looking to expand the nursery offering into a full-time provision rather than just term time. This will be in place for the 2026-27 financial year.

On behalf of the board

Miss H M Williams
Director
8 May 2026
WELLESLEY PREP SCHOOL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Earl of Mornington
Her Grace The Duchess of Wellington
Miss H M Williams
Mr J W M Baugh
Mr A J Winter
Dr K E Granville-Chapman
Mr J R O Massey
Mr T E J Nolan
(Appointed 6 September 2024)
Mrs N C Armstrong
(Appointed 27 May 2025)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future plans and principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Miss H M Williams
Director
8 May 2026
WELLESLEY PREP SCHOOL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

WELLESLEY PREP SCHOOL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WELLESLEY PREP SCHOOL LIMITED
- 5 -
Opinion

We have audited the financial statements of Wellesley Prep School Limited (the 'company') for the year ended 31 August 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 August 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

WELLESLEY PREP SCHOOL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WELLESLEY PREP SCHOOL LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors 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 directors 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 directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws regulations. This helps us to plan appropriate risk assessments.

2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

a. Reviewing the controls set in place by management;

b. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

c. Challenging management assumptions with regard to accounting estimates;

d. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

WELLESLEY PREP SCHOOL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WELLESLEY PREP SCHOOL LIMITED (CONTINUED)
- 7 -

A further description of our responsibilities is available 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 company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Dickinson (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
11 May 2026
WELLESLEY PREP SCHOOL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
4,562,956
4,374,041
Cost of sales
(2,907,811)
(2,844,029)
Gross profit
1,655,145
1,530,012
Administrative expenses
(2,305,783)
(2,123,095)
Other operating income
98,122
112,340
Operating loss
5
(552,516)
(480,743)
Interest payable and similar expenses
6
(245,431)
(251,203)
Loss before taxation
(797,947)
(731,946)
Tax on loss
7
-
0
(299,444)
Loss for the financial year
(797,947)
(1,031,390)

WELLESLEY PREP SCHOOL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025
31 August 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
8
1,206,589
1,608,666
Tangible assets
9
4,287,986
4,279,512
5,494,575
5,888,178
Current assets
Stocks
10
3,403
5,075
Debtors
11
1,331,119
1,669,454
Cash at bank and in hand
82,648
138,603
1,417,170
1,813,132
Creditors: amounts falling due within one year
12
(3,142,580)
(3,366,606)
Net current liabilities
(1,725,410)
(1,553,474)
Total assets less current liabilities
3,769,165
4,334,704
Creditors: amounts falling due after more than one year
13
(7,511,863)
(7,261,572)
Net liabilities
(3,742,698)
(2,926,868)
Capital and reserves
Called up share capital
16
1
1
Profit and loss reserves
(3,742,699)
(2,926,869)
Total equity
(3,742,698)
(2,926,868)
The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
Miss H M Williams
Director
Company registration number 11384192 (England and Wales)
WELLESLEY PREP SCHOOL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 September 2023
1
(1,876,782)
(1,876,781)
Year ended 31 August 2024:
Loss and total comprehensive income
-
(1,031,390)
(1,031,390)
Dividend
-
(18,697)
(18,697)
Balance at 31 August 2024
1
(2,926,869)
(2,926,868)
Year ended 31 August 2025:
Loss and total comprehensive income
-
(797,947)
(797,947)
Dividend
-
(17,883)
(17,883)
Balance at 31 August 2025
1
(3,742,699)
(3,742,698)
WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 11 -
1
Accounting policies
Company information

Wellesley Prep School Limited is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is The Estate Office, Stratfield Saye, Hampshire, United Kingdom, RG7 2BT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006, including the provisions of the Large and Medium sized Companies and Group (Accounts and Reports) Regulations 2008.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values;

- Section 33 'Related Party Disclosures' - Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Wellington Estates Holdings Limited. These consolidated financial statements are available from its registered office, The Estate Office, Stratfield Saye, Hampshire, RG7 2BT.

1.2
Going concern

As at 31 August 202 true 5, the company had net current liabilities of £1,725,410 (202 4: £1,553,474) and net liabilities of £3,742,698 (202 4: £2,926,868). The company also reported a loss after taxation for the year £797,947 (2 02 4: £1,031,390). No impact on going concern is expected as a result of the interest charges of £245,431 (202 4: £25 1,203), and the company continues to be supported by its related parties, therefore the financial statements have been prepared on a going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Fees receivable and charges for services are accounted for in the period in which the service is provided.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
5% straight line and 10% straight line
Fixtures and fittings
20% straight line
Computers
33.33% straight line

Assets in the course of construction are not depreciated.

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.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 13 -
Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances and amounts owed by related parties, 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities, including trade and other creditors, bank loans and amounts owed to group undertakings, 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 paymen ts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 14 -
1.9
Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs.

1.10
Taxation

The tax expense represents the sum o f the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited tother comprehensive income, or equity.

Current tax

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on the taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.12
Retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Teaching staff of the school received retirement benefits from the Teachers' Pension Scheme ('TPS') until 31 August 2020 when the company left the TPS and joined the Aviva Pension Trust for Independent Schools.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 15 -
1.14
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

During the current year amounts totalling £51,949 (2024: £6 6,458) were received in relation to early years funding.

2
Judgements and key sources of estimation uncertainty

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 directors have considered whether any critical estimates or judgements have been made in the preparation of these financial statements and they believe there are none to note.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Fees for educational services
4,562,956
4,374,041
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
4,562,956
4,374,041
2025
2024
£
£
Other revenue
Sundry income
102,652
112,340
WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 16 -
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Teachers
53
51
Maintenance
4
4
Administration
5
5
Domestic
7
7
Specialist coaches
3
3
Total
72
70

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,482,689
2,294,396
Social security costs
229,598
216,741
Pension costs
223,342
227,005
2,935,629
2,738,142
5
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
17,550
17,330
Depreciation of tangible fixed assets
247,635
259,819
Amortisation of intangible assets
402,077
402,077
Operating lease charges
295,000
295,000
6
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
143,658
147,549
Interest payable to group undertakings
101,773
103,654
245,431
251,203
WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 17 -
7
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
-
0
299,444

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(797,947)
(731,946)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(199,487)
(182,987)
Tax effect of expenses that are not deductible in determining taxable profit
126,729
138,324
Unutilised tax losses carried forward
29,379
(75,060)
Group relief
-
0
73,615
Permanent capital allowances in excess of depreciation
43,379
46,135
Deferred tax movement
-
0
299,444
Timing differences
-
0
(27)
Taxation charge for the year
-
299,444
8
Intangible fixed assets
Goodwill
£
Cost
At 1 September 2024 and 31 August 2025
4,020,769
Amortisation and impairment
At 1 September 2024
2,412,103
Amortisation charged for the year
402,077
At 31 August 2025
2,814,180
Carrying amount
At 31 August 2025
1,206,589
At 31 August 2024
1,608,666

The amortisation charge for the year is included in administrative expenses.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 18 -
9
Tangible fixed assets
Leasehold improvements
Assets under construction
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 September 2024
4,081,802
603,946
210,764
114,264
5,010,776
Additions
-
0
256,109
-
0
-
0
256,109
At 31 August 2025
4,081,802
860,055
210,764
114,264
5,266,885
Depreciation and impairment
At 1 September 2024
461,984
-
0
164,604
104,676
731,264
Depreciation charged in the year
215,532
-
0
22,866
9,237
247,635
At 31 August 2025
677,516
-
0
187,470
113,913
978,899
Carrying amount
At 31 August 2025
3,404,286
860,055
23,294
351
4,287,986
At 31 August 2024
3,619,818
603,946
46,160
9,588
4,279,512
10
Stocks
2025
2024
£
£
Finished goods and goods for resale
3,403
5,075
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,195,214
939,025
Unpaid share capital
1
1
Loans owed from connected companies
-
0
599,931
Prepayments and accrued income
115,425
110,018
1,310,640
1,648,975
Deferred tax asset (note 15)
20,479
20,479
1,331,119
1,669,454
WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 19 -
12
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
14
106,844
106,845
Trade creditors
148,965
116,461
Amounts owed to group undertakings
318,410
295,000
Taxation and social security
207,009
46,506
Loans owed to connected companies
367,069
310,000
Other creditors
145,289
99,537
Accruals and deferred income
1,848,994
2,392,257
3,142,580
3,366,606

Loans owed to connected companies are interest free and payable on demand.

13
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans
14
4,280,748
4,400,113
Other borrowings
14
3,231,115
2,861,459
7,511,863
7,261,572
Amounts included above which fall due after five years are as follows:
Payable by instalments
(3,853,368)
(3,972,735)
(3,853,368)
(3,972,735)
14
Loans and overdrafts
2025
2024
£
£
Bank loans
4,387,592
4,506,958
Loans from related parties
3,231,115
2,861,459
7,618,707
7,368,417
Payable within one year
106,844
106,845
Payable after one year
7,511,863
7,261,572

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
14
Loans and overdrafts
(Continued)
- 20 -

The bank loan of £106,84 4 (202 4: £106,845) due within one year and £4,280,748 (202 4: £4,400,11 3) after one year is secured by The Trustees of the Wellington Resettled Estate by way of fixed charges, of which at the year end 2 5 years and 1 month was remaining. Interest at the rates of 3.07% and 3.50% are charged on the loan.

The loan from related parties of £3,231,115 (202 4: £2,8 61,459) is due for repayment on 9 August 2028 and no interest is charged.

15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
16,883
16,883
Other timing differences
3,596
3,596
20,479
20,479
There were no deferred tax movements in the year.

The deferred tax asset set out above is expected to reverse within the foreseeable future and relates to the utilisation of tax losses against future expected profits of the same period.

16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
1
1
1
1

The Ordinary share entitles the holder to voting, dividend and distribution rights for winding up.

The Ordinary share capital above is issued but not fully paid and is included in debtors.

17
Pensions

Aviva Pension Trust

The company joined the Aviva Pension Trust for independent schools on 1 September 2020. The pension charge for the year includes contributions payable to the Aviva Pension Trust of £203,321 (202 4: £21 6,69 0) and at the year-end £18,739 (202 4: £2 5,341) was accrued in respect of contributions to this scheme.

WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 21 -
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
223,342
227,005

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the year end the company had contributions payable included within creditors of £31,317 (202 4: £3 9,842).

19
Operating lease commitments
As lessee

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:

2025
2024
£
£
Within 1 year
335,599
335,599
Years 2-5
590,000
925,599
925,599
1,261,198
20
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Net loan movement
Net loan movement
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
Entities under common ownership/management
166,024
142,934
-
(532)
Rent charges
Costs recharged
2025
2024
2025
2024
£
£
£
£
Entities under common ownership/management
(45,073)
(42,819)
(84,984)
(4,240)
WELLESLEY PREP SCHOOL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
20
Related party transactions
(Continued)
- 22 -

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Entities under common ownership/management
3,916,594
3,466,459
2025
2024
Amounts due from related parties
£
£
Entities under common ownership/management
-
599,931
21
Ultimate controlling party

The immediate and ultimate parent company and the smallest and largest group to prepare consolidated financial statements which include this entity is Wellington Estates Holdings Limited, a company incorporated in the United Kingdom. Group financial statements are available from its registered office: The Estate Office, Stratfield Saye, Hampshire, RG7 2BT.

The ultimate controlling party is the Wellington Resettled Estate whose registered office is: The Estate Office, Stratfield Saye, Hampshire, RG7 2BT.

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