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Registered number: 14027113
Charity number: 1199008











WEMMS EDUCATION UNLIMITED LIMITED
(A Company Limited by Guarantee)










TRUSTEES' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 

CONTENTS



Page
Reference and Administrative Details of the Charity, its Trustees and Advisers
 
1
Trustees' Report
 
2 - 5
Trustees' Responsibilities Statement
 
6
Independent Auditors' Report on the Financial Statements
 
7 - 10
Statement of Financial Activities
 
11
Balance Sheet
 
12 - 13
Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 30

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 

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


Trustees
Fiona Bulmer (resigned 14 October 2024)
Sally Curtis (resigned 14 October 2024)
Megan Booth (appointed 14 October 2024)
Alison Miller (appointed 14 October 2024)
Michael Roberts (appointed 14 October 2024, resigned 11 February 2025)
Michele Coleman (appointed 14 October 2024)
Lisa MacPherson (appointed 14 October 2024)
Robyn Munro (appointed 2 December 2024, resigned 15 May 2026)
Peter Wylde (appointed 26 March 2025)
Douglas Hamer (appointed 27 March 2025, resigned 4 June 2025)
Anna Young (appointed 11 November 2024, resigned 25 June 2025)
Ashton Arnold (appointed 17 November 2024, resigned 22 May 2025)

Company registered number
14027113

Charity registered number
1199008

Registered office
Woodstock House
Woodstock Lane North
Long Ditton
Surbiton
Surrey
KT6 5HN

Key management personnel
Neil Bain, Principal (until February 2025)
Adam Cochrane, Vice Principal – Academic & Operations (until February 2025) and Acting Principal (from February 2025)
Alison Alder, Director of Operations (from November 2024)
The trustees

Independent auditors
Shaw Gibbs (Audit) Limited
Statutory Auditor
Wey Court West
Union Road
Farnham
Surrey
GU9 7PT

Page 1

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 
  
TRUSTEES' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025

The Trustees present their annual report together with the audited financial statements of the Charity for the year 1 September 2024 to 31 August 2025The Annual Report serves the purposes of both a Trustees' report and a directors' report under company law. The Trustees confirm that the Annual Report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charitable company's governing document and the provisions of the Statement of Recommended Practice (SORP) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective 1 January 2019). 
 

Since the Charity qualifies as small under section 382 of the Companies Act 2006, the Strategic Report required of medium and large companies under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 has been omitted.
 

Objectives and activities
 

a. Policies and objectives
 

In setting objectives and planning for activities, the Trustees have given due consideration to general guidance published by the Charity Commission relating to public benefit, including the guidance 'Public benefit: running a charity (PB2)'.
 

b. Activities undertaken to achieve objectives
 

Our main activity is operating a specialist school, which is now trading as Woodstock House School.
 

c. Main activities undertaken to further the Charity's purposes for the public benefit
 

The purpose of the Charity is to operate a specialist school to benefit children and young people who require an alternative learning environment where personal and academic development have equal importance.
 

Achievements and performance
 

a. Main achievements of the Charity
 

Through operating the school, the Charity benefits its students, all of whom have special educational needs and are educated at our school as it has been named in their EHCP.
 

b. Review of activities
 

Following a turbulent 18 months, the new academic year began with an Ofsted Monitoring visit in September 2024 which found that leadership and management standards remain unmet with the need for additional trustees with a more knowledgeable skill set and greater transparency.

On 14 October 2024, five new trustees were appointed and the existing two trustees resigned. There was a limited and verbal handover process. Since then, there have been further appointments to the board. The new board has a range of experience including education, finance, governance and human resources.

Upon forming the new board, the Trustees set out to establish the full facts of the financial situation and historical difficulties. This was not an easy or quick process due to a limited handover process and inadequate record keeping and financial processes. 


Page 2

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 
Achievements and performance (continued)

Trustees also sought to understand what progress had been made in relation to the Ofsted report and subsequent monitoring visits. 

Relationships were quickly established with key stakeholders to ensure that there was transparency and a joined-up effort to improve the financial security of the charity and educational offer of the school.

Trustees have worked tirelessly with school leadership to stabilise the financial situation and the full Ofsted visit in March 2025 saw the school move from Inadequate to Requires Improvement. They were particularly pleased to have met all the independent school standards and to have achieved ‘Good’ ratings in Behaviour and Attitudes and Personal Development. The report also recognised that a strength of the school was the warm relationships staff built with students and the ambitions of the leadership team for pupils to achieve, both academically and personally. During this period, the school also achieved exam centre status, enabling it to ensure that students were able to sit their exams in a familiar environment.

Trustees were aware early on that the best opportunity the school had of survival would be to merge with another educational provider. Throughout their tenure they have sought professional, expert advice and explored numerous options. 

Trustees were concerned about the future of the school, given the uncertainty as to their position in their premises which was impacting on pupil numbers. Consequently, in June 2025, they engaged with an insolvency practitioner to ensure that they were trading appropriately. The year ended as of 31st August 2025 with no alternative operator identified. 

As of 1st June 2026, a new operator was identified; they also operate in the educational sector as a charity and are committed to the vision for the school and to continue to put improvement strategies in place. the Trustees feel this is a good opportunity for the school. The intention is for the charity and company to enter administration towards the end of the July 2026 whilst the school will continue to run under the new ownership. Due diligence processes are in their final stages and all are working towards a completion in early August with staff being TUPEd over and placements continuing for the students currently placed at the school.
 

c. Investment policy and performance
 

Given the level of our reserves, future liquidity requirements and uncertainty in the external environment, the Trustees consider that cash based investments with UK banks remain the most appropriate home for the Charity’s funds. These arrangements are reviewed regularly as part of our good stewardship of the Charity’s resources.
 

Financial review
 

a. Going concern
 

After making appropriate enquiries, the Trustees have concluded that they could no longer adopt the going concern basis. Further details on the Trustees' assessment of going concern can be found in accounting policy 2.2. 
 

b. Reserves policy
 

The aim is to increase the reserves of the Charity to a solvent position.
 

c. Deficit
 

At the year end there was a deficit in unrestricted net reserves of £2,519,685 (2024 - £2,016,526 deficit). At the year end the Charity had no free reserves.
 

Page 3

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 
Financial review (continued)

d. Principal funding
 

The Charity's principal source of funds is the fees paid by Local Authorities by virtue of the school being named in each child or young person’s Education Health and Care Plan.
 

Structure, governance and management
 

a. Constitution
 

WEMMS Education Unlimited Limited is registered as a charitable company limited by guarantee and was set up  under the Memorandum and Articles of Association.
 

b. Methods of appointment or election of Trustees
 

The management of the Charity is the responsibility of the Trustees who are elected and co-opted under the terms of the charitable company's Memorandum and Articles of Association.
 

c. Organisational structure and decision-making policies
 

The Trustees are responsible for establishing WEMMS Education Unlimited Limited strategy and setting its overall direction.  Responsibility for the day to day management of the Charity is delegated, through the Chair, to the Head Teacher and through them to the rest of the staff team.  
 

d. Financial risk management
 

The Trustees have assessed the major risks to which the Charity is exposed, in particular those related to the operations and finances of the Charity, and are satisfied that systems and procedures are in place to mitigate exposure to the major risks.
 

Plans for future periods
 

At the end of the reporting period, Trustees are looking to work with stakeholders to secure the future of the school. They are aware that stability in their premises is key to ensure that the school remains financially viable. 
Trustees intend to build upon the work undertaken on school operations, embedding the values and ethos and utilising selected educational consultants to support leadership and the development of an integrated therapeutic offering. 
It is the intention to ensure that new financial systems and software is fully operational to enable effective oversight and operations. 
 

Members' liability
 

The Members of the Charity guarantee to contribute an amount not exceeding £1 to the assets of the Charity in the event of winding up.
 

Small company provisions
 

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
 

Page 4

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 
Disclosure of information to auditors
 

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

so far as that Trustee is aware, there is no relevant audit information of which the charity's auditors are unaware, and
that Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to establish that the charity's auditors are aware of that information.
 

Auditors
 

The auditorsShaw Gibbs (Audit) Limitedhave indicated their willingness to continue in office. The designated Trustees will propose a motion reappointing the auditors at a meeting of the Trustees.
 

 

Approved by order of the members of the board of Trustees and signed on their behalf by:



Megan Booth
Trustee

Date: 25 July 2026


Page 5

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
 

STATEMENT OF TRUSTEES' RESPONSIBILITIES
FOR THE YEAR ENDED 31 AUGUST 2025

The Trustees (who are also the directors of the Charity for the purposes of company law) are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).


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

select suitable accounting policies and then apply them consistently;
observe the methods and principles of the Charities SORP (FRS 102);
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards (FRS 102) have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Charity will continue in business.


The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the Charity's transactions and 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 Companies Act 2006. 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.


Approved by order of the members of the board of Trustees and signed on its behalf by:





Megan Booth
Trustee

Date: 25 July 2026


Page 6

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF  WEMMS EDUCATION UNLIMITED LIMITED
 

Qualified opinion


We have audited the financial statements of WEMMS Education Unlimited Limited (the 'charity') for the year ended 31 August 2025 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion, except for the possible effects of the matters described in the basis for qualified opinion section of our report, the financial statements:

give a true and fair view of the state of the charitable company's affairs as at 31 August 2025 and of its incoming resources and application of resources, including its income and expenditure 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 qualified opinion


As a qualified opinion was issued in the prior year, we have been unable to fully verify the opening balance sheet of the charitable company.
As we have been unable to verify the opening position for fixed assets, we have also been unable to fully verify the closing balance for fixed assets included in the financial statements. There is uncertainty regarding the carrying value and recoverable amount of fixed assets. We have been unable to obtain sufficient appropriate audit evidence to determine whether these assets are stated at an appropriate value and, consequently, whether any impairment or other adjustment is required due to matters described in note 2.2.
We have not been able to see supporting evidence for all accounting transactions selected for our testing.
We were unable to obtain sufficient appropriate audit evidence to support the allocation of salary costs between direct charitable activities and support costs.
There remains uncertainty over the existence and recoverability of a debtor balance due from a former trustee of £97,000 included in the financial statements. There remains uncertainty over whether a creditor balance of £550,000 due to a former trustee represents a liability of the charitable company and there remains uncertainty over a potential liability of £350,000 relating to a former trustee which has not been recognised in the financial statements.
There remains uncertainty regarding the employment status of certain individuals engaged by the charitable company during the current and prior periods. HM Revenue & Customs is undertaking an ongoing investigation and enquiry into this matter. As the outcome of this enquiry has not been determined, we have been unable to obtain sufficient appropriate audit evidence to assess whether any PAYE, National Insurance contributions, interest or penalties may be payable by the charitable company, nor to quantify the potential financial effect, if any, on the financial statements.

There remains uncertainty as to whether a dilapidations liability may arise as a consequence of breaches of the charitable company's lease obligations. We have been unable to obtain sufficient appropriate audit evidence to determine whether the rent-free period creditor of £459,255 continues to represent an appropriate liability, whether it should be released in whole or in part, or whether additional obligations, including lease termination costs or dilapidation liabilities, should be recognised. At the date of approval of the financial statements, the
Page 7

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF  WEMMS EDUCATION UNLIMITED LIMITED (CONTINUED)


lease had not been formally surrendered and the charitable company's obligations arising under the lease had not been fully determined. As a result, the balance of rent owed to the landlord at 31 August 2025 is uncertain.
In addition, were any adjustment to these balances to be required, the Trustees’ report would also need to be amended.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.


Emphasis of matter – Basis of preparation


We draw attention to Note 2.2 to the financial statements, which explains that subsequent to the reporting date the Trustees determined that the charitable company would cease operations and enter administration whilst the school transfers. Consequently, the financial statements have been prepared on a basis other than going concern as described in Note 2.2. Our opinion is not modified in respect of this matter.
 

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Trustees are responsible for the other information contained within the Annual ReportOur 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.


As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the existence, accuracy and completeness of various balances. We have concluded that were the other information refers to results for the year and total reserves, it may be materially misstated for the same reason.


Qualified opinion on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matters described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Trustees' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
the Trustees' Report has been prepared in accordance with applicable legal requirements.


Page 8

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF  WEMMS EDUCATION UNLIMITED LIMITED (CONTINUED)


Matters on which we are required to report by exception


Except for the matters described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' Report.
Arising solely from the limitation on the scope of our work relating to the matters described in the Basis for Qualified Opinion section above:
• we have not obtained all the information and explanations that we considered necessary for the purpose    of our audit; and
• we were unable to determine whether adequate accounting records have been kept.


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

the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Trustees' remuneration specified by law are not made; or
the Trustees were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Trustees' Report and from the requirement to prepare a Strategic Report.


Responsibilities of trustees


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


In preparing the financial statements, the Trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.
 

Auditors' 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 Auditors' 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Page 9

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF  WEMMS EDUCATION UNLIMITED LIMITED (CONTINUED)


We gained an understanding of the legal and regulatory framework applicable to the charitable company and the industry in which it operates, and considered the risk of acts by the charitable company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, the Charities Act 2011 and UK tax legislation. 
Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.  


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


Use of our report
 

This report is made solely to the charitable company's trustees, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's trustees those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and its trustees, 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
Wey Court West
Union Road
Farnham
Surrey
GU9 7PT

27 July 2026
Page 10

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)

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


Unrestricted funds
2025
Total
funds
2025
Total
funds
2024
Note
        £
        £
        £

Income from:






Donations and legacies

4

-

-

3,269
 
Charitable activities

5

4,510,357

4,510,357

4,857,971
 
Other trading activities

6

60,516

60,516

6,550
 
Other income

7

10,181

10,181

2,205
 
Total income
4,581,054
4,581,054
4,869,995
Expenditure on:






Charitable activities

8

5,084,213

5,084,213

6,367,677
 
Total expenditure
5,084,213
5,084,213
6,367,677

Net movement in funds
  
(503,159)
(503,159)
(1,497,682)

Reconciliation of funds:

  




Total funds brought forward as previously stated

  

(2,016,526)

(2,016,526)

(827,641)
 
Prior year adjustment

  

-

-

308,797
 
Total funds brought forward as restated

  

(2,016,526)

(2,016,526)

(518,844)
 
Net movement in funds

  

(503,159)

(503,159)

(1,497,682)
 
Total funds carried forward
  
(2,519,685)
(2,519,685)
(2,016,526)

The Statement of Financial Activities includes all gains and losses recognised in the year.

The notes on pages 15 to 30 form part of these financial statements.

Page 11

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
REGISTERED NUMBER: 14027113

 
 
BALANCE SHEET
AS AT 31 AUGUST 2025


2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
114,536
155,686

  
114,536
155,686

Current assets
  

Debtors
 14 
1,296,001
405,812

Cash at bank and in hand
  
260,042
-

  
1,556,043
405,812

Creditors: amounts falling due within one year
 15 
(3,731,009)
(2,118,769)

Net current liabilities
  
 
 
(2,174,966)
 
 
(1,712,957)

Total assets less current liabilities
  
(2,060,430)
(1,557,271)

Creditors: amounts falling due after more than one year
 16 
(459,255)
(459,255)

Net liabilities excluding pension asset 
  
(2,519,685)
(2,016,526)

Total net liabilities
  
(2,519,685)
(2,016,526)

Page 12

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)
REGISTERED NUMBER: 14027113

 
 
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2025


2025
2024
Note
£
£

Charity funds
  

Restricted funds
 17 
-
-

Unrestricted funds
 17 
(2,519,685)
(2,016,526)

Total funds
  
(2,519,685)
(2,016,526)

The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:




Megan Booth
Trustee

Date: 25 July 2026


The notes on pages 15 to 30 form part of these financial statements.

Page 13

 
WEMMS EDUCATION UNLIMITED LIMITED
 
(A Company Limited by Guarantee)

 
 
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025

2025
2024
£
£

Cash flows from operating activities

Net cash used in operating activities

275,461
(7,613)

Cash flows from investing activities

Purchase of tangible fixed assets
(681)
(7,125)

Net cash used in investing activities

(681)
(7,125)

Cash flows from financing activities

Net cash provided by financing activities

-
-

Change in cash and cash equivalents in the year
 
274,780
 
(14,738)

Cash and cash equivalents at the beginning of the year
(14,738)
-

Cash and cash equivalents at the end of the year
260,042
(14,738)

The notes on pages 15 to 30 form part of these financial statements

Page 14

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

1.


General information

WEMMS Education Unlimited Limited (registered number 14027113) is a private company limited by guarantee, incorporated in England and Wales. The registered office is Woodstock House, Woodstock Lane North, Long Ditton, Surbiton, KT6 5HN.
The Members of the Company are the Trustees named on page 1. In the event of the Company being wound up, the liability in respect of the guarantee is limited to £1 per Member of the Company.
The company is expected to enter administration towards the end of July 2026.


2.Accounting policies

  
2.1

Basis of preparation of financial statements

The financial statements have been prepared in accordance with the Charities SORP (FRS 102) - Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

WEMMS Education Unlimited Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.
The presentation currency of the Company is GBP. The financial statements are rounded to the nearest £.

  
2.2

Going concern

Introduction
This Going Concern Statement has been prepared by the trustees of Wemms Education Unlimited Limited, a charity based Independent Special Educational Needs (SEN) school. The purpose of this document is to provide an assessment of the school’s ability to continue as a going concern in light of the current financial situation, specifically the presence of a deficit. This statement has been prepared in compliance with applicable regulations and accounting standards.
Background of the Charity Wemms Education is a registered charity that provides specialised educational services to children with special educational needs. The school is committed to delivering a high standard of education, care, and support to our students. The funding is provided by government funding and a small amount of income generated from leasing the facilities out of school hours.

2024 2025 Financial Situation
As of the date of this report, the school is operating with an in year financial deficit of £503,159 and a cumulative deficit of £2,519,685. Trustees were pleased to see that the cost cutting measures implemented during the year did result in a significant reduction in the in-year financial deficit compared to the previous year. However, they note that the cumulative deficit continues to rise and this is due largely to a difficulty with growing student numbers. 
 
Page 15

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.2

Going concern (continued)

The company remains in significant rental arrears and, whilst the landlords have been generous in their patience, it is clear that the company cannot continue to operate in the current premises for much longer and alternative operators for the school have been sought. This uncertainty about the future has meant that it has been inappropriate to market the school and Local Authorities have been cautious about agreeing to name the school in an EHC Plan due to a lack of confidence in placement stability. Consequently, not only have student numbers not increased, due to natural endings of placements, for example leaving at phase transfers, student numbers have, in fact, decreased. 
In recognition of the difficulties highlighted above, an insolvency practitioner was engaged by trustees in June 2025 to support them to make appropriate decisions about continuing to trade. It was assessed that measures taken in the year 2024-2025 had placed the school in an improved situation and, at this point, it was reasonable to assume that things would continue on an upwards trajectory. Nonetheless, it was agreed to regularly review the situation to ensure this continued to be the case. During this time, honest and transparent communication continued to take place between trustees and key stakeholders including Local Authorities, the Charity Commission and the landlord. 
As of August 2025, the management team and trustees remained committed to the mission of the school, to continue to actively pursue strategies to address the financial challenges whilst holding their legal duties in mind.

Current Going Concern Assessment
Under the going concern assumption, in March 2026, with the guidance of the insolvency practitioner, the trustees made the decision that, due to predicted student numbers for the academic year 2026-2027 and no likelihood of that increasing substantially, they could no longer make the assumption that the company would remain a going concern in the following academic year. Therefore, at the end of that month, they made the difficult decision to announce that, whilst the school would continue to operate for the remainder of that academic year, it would not reopen in September 2026 and the company would be put into administration once the summer term ended. Trustees felt that it was vital for all stakeholders that there was a considered and managed closure of the school to ensure the well-being and safety of their students and families. Despite this, trustees remained committed to continuing to explore all possible remaining options that would enable the school to continue to remain open and meet the needs of their current cohort of students and, hopefully, future students. 
At the time of writing, a new operator for the school has been found and work is well underway for them to take over the running of the school. The intention is that this will happen early August 2026, subject to all due diligence and legal processes being satisfactorily completed. The company, Wemms Education Unlimited Limited, will still go into administration towards the end of July 2026, regardless of the outcomes of the takeover of the school, and, once in administration, all the liabilities of the company will lie with the administrator and they will surrender the lease for Woodstock House. The intended new operators of the school are currently negotiating a new lease with the landlords, with the intention that the school will continue to run in its current premises. 
On this basis Wemms Education Unlimited Limited is not considered a going concern at the point of finalising the financial statements for the year ended 31 August 2025.

Page 16

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

  
2.3

Income

All income is recognised once the Charity has entitlement to the income, it is probable that the income will be received and the amount of income receivable can be measured reliably.
Fee income is recognised in the period in which the educational services are provided. Fees receivable are stated net of VAT after deducting bursaries, scholarships and other allowances granted.

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

  
2.4

Expenditure

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

Expenditure on charitable activities is incurred on directly undertaking the activities which further the Charity's objectives, as well as any associated support costs.

 
2.5

Tangible fixed assets and depreciation

Tangible fixed assets are capitalised and recognised when future economic benefits are probable and the cost or value of the asset can be measured reliably. 

Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the measurement of cost.

Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
reducing balance
Motor vehicles
-
25%
straight line
Office equipment
-
20%
straight line

  
2.6

Debtors

Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Page 17

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

  
2.7

Cash at bank and in hand

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.


2.8

Liabilities and provisions

Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably.

Liabilities are recognised at the amount that the Charity anticipates it will pay to settle the debt or the amount it has received as advanced payments for the goods or services it must provide.

Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised in the Statement of Financial Activities as a finance cost.

  
2.9

Financial instruments

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

  
2.10

Operating leases

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

  
2.11

Pensions

The charity operates a defined contribution pension scheme for eligible employees. Contributions payable to the scheme are charged to expenditure in the period to which they relate. Contributions unpaid at the reporting date are included as a creditor in the balance sheet. The charity has no further payment obligations once the contributions have been paid.

  
2.12

Fund accounting

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

Page 18

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

3.

Critical accounting estimates and areas of judgement

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

Critical accounting estimates and assumptions:

The Charity makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:
Useful economic lives of tangible assets
The annual depreciation charge is sensitive to changes in the economic lives and residual values of the assets.


4.

Income from donations and legacies



Unrestricted funds
2025
Total
funds
2025
        £
        £
 


Donations

-

-




Unrestricted funds
2024
Total
funds
2024
        £
        £


Donations

3,269

3,269



5.

Income from charitable activities



Unrestricted funds
2025
Total
funds
2025
        £
        £



Income from charitable activities - Education

4,510,357

4,510,357


Page 19

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

5.Income from charitable activities (continued)



Unrestricted funds
2024
Total
funds
2024
        £
        £



Income from charitable activities - Education

4,857,971

4,857,971



6.

Income from other trading activities

Income from fundraising events



Unrestricted funds
2025
Total
funds
2025
        £
        £



Lettings income

60,516

60,516




Unrestricted funds
2024
Total
funds
2024
        £
        £



Lettings income

6,550

6,550



7.

Other incoming resources



Unrestricted funds
2025
Total
funds
2025
        £
        £



Other operating income

10,181

10,181


Page 20

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

7.Other incoming resources (continued)



Unrestricted funds
2024
Total
funds
2024
        £
        £



Other operating income

2,205

2,205



8.

Analysis of expenditure on charitable activities


Summary by fund type



Unrestricted funds
2025
Total
2025
        £
        £



Education

5,084,213

5,084,213




Unrestricted funds
2024
Total
2024
        £
        £



Education

6,367,677

6,367,677


Summary by expenditure type





Staff costs
2025
Depreciation
2025
Other costs
2025
Total
2025
        £
        £
        £
        £





Education

3,116,925

41,831

1,925,457

5,084,214






Staff costs
2024
Depreciation
2024
Other costs
2024
Total
2024
        £
        £
        £
        £





Education

2,479,457

52,641

3,835,579

6,367,677

Page 21

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

8.Analysis of expenditure on charitable activities (continued)

Summary by expenditure type (continued)



9.

Analysis of expenditure by activities




Activities undertaken directly
2025
Support costs
2025
Total
funds
2025
        £
        £
        £




Education

2,762,115

2,322,098

5,084,213






Activities undertaken directly
2024
Support costs
2024
Total
funds
2024
        £
        £
        £




Education

3,710,285

2,657,392

6,367,677



Analysis of direct costs



Education
2025
Total
funds
2025
        £
        £



Staff costs

2,333,013

2,333,013

Depreciation

41,831

41,831

Teaching, school and development costs

333,904

333,904

Governance costs

53,368

53,368



2,762,116
2,762,116



Page 22

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

9.Analysis of expenditure by activities (continued)

Analysis of direct costs (continued)

Education
2024
Total
funds
2024
        £
        £



Staff costs

1,923,018

1,923,018

Depreciation

52,641

52,641

Teaching, school and development costs

1,641,646

1,641,646

Governance costs

92,980

92,980



3,710,285
3,710,285

Analysis of support costs



Education
2025
Total
funds
2025
        £
        £



Staff costs

783,912

783,912

Repairs and maintenance

33,469

33,469

Premises expenses

1,367,630

1,367,630

Other expenses

137,087

137,087



2,322,098
2,322,098



Education
2024
Total
funds
2024
        £
        £



Staff costs

556,438

556,438

Repairs and maintenance

41,990

41,990

Premises expenses

1,435,698

1,435,698

Other expenses

623,266

623,266



2,657,392
2,657,392

Page 23

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

10.

Auditors' remuneration

2025
2024
£
£

Fees payable to the Charity's auditor for the audit of the Charity's annual accounts
27,000
7,170

Fees payable to the Charity's auditor in respect of:

All non-audit services not included above
6,185
7,128


11.



Staff costs


2025
2024
£
£


Wages and salaries
2,825,525
2,255,841

Social security costs
246,081
193,961

Contribution to defined contribution pension schemes
45,318
29,655

3,116,924
2,479,457

The average number of persons employed by the Charity during the year was as follows:


2025
2024

No.
No.


Employees
61
54

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


2025
2024

No.
No.


In the band £60,001 - £70,000
1
-

In the band £70,001 - £80,000
1
-

Key management personnel are the individuals shown on the reference and administrative details. Their remuneration for the year was £186,184 (2024: £373,518).


12.


Trustees' remuneration and expenses

During the year, no Trustees received any remuneration or other benefits (2024 - £NIL).

During the year ended 31 August 2025, expenses totalling £2,491 were reimbursed or paid directly to 3 Trustees (2024 - £nil).

Page 24

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

13.


Tangible fixed assets




Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£


Cost or valuation

At 1 September 2024
233,065
24,400
-
257,465

Additions
-
-
681
681


At 31 August 2025

233,065
24,400
681
258,146


Depreciation

At 1 September 2024
90,596
11,183
-
101,779

Charge for the year
35,617
6,100
114
41,831


At 31 August 2025

126,213
17,283
114
143,610


Net book value


At 31 August 2025
106,852
7,117
567
114,536


At 31 August 2024
142,469
13,217
-
155,686


14.



Debtors


2025
2024
£
£


Due within one year

Trade debtors
1,135,566
188,292

Other debtors
114,514
114,515

Prepayments and accrued income
45,921
103,005

1,296,001
405,812

Page 25

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

15.



Creditors: Amounts falling due within one year


2025
2024
£
£


Bank overdrafts
-
14,738

Trade creditors
1,597,806
1,007,848

Other taxation and social security
241,302
155,215

Other creditors
592,760
550,000

Accruals and deferred income
1,299,141
390,968

3,731,009
2,118,769

Included within other creditors is an amount of £33,103 relating to an employee tribunal settlement, which has been paid in the new financial year.


16.



Creditors: Amounts falling due after more than one year


2025
2024
£
£


Accruals and deferred income
459,255
459,255

Page 26

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

17.

Statement of funds


Statement of funds - current year

Balance at 1 September 2024
£
Income
£
Expenditure
£
Balance at 31 August 2025
£

Unrestricted funds





General Funds - all funds

(2,016,526)

4,581,054

(5,084,213)

(2,519,685)
 



Statement of funds - prior year

As restated
Balance at
1 September 2023
£
Income
£
Expenditure
£
Balance at
31 August 2024
£

Unrestricted funds





General Funds - all funds

(518,844)

4,869,995

(6,367,677)

(2,016,526)
 





18.

Summary of funds


Summary of funds - current year

Balance at 1 September 2024
£
 
Income
£
 
Expenditure
£
 
Balance at 31 August 2025
£
 
General funds

(2,016,526)

4,581,054

(5,084,213)

(2,519,685)
 


Summary of funds - prior year

As restated
Balance at
1 September 2023
£
 
Income
£
 
Expenditure
£
 
Balance at
31 August 2024
£
 
General funds

(518,844)

4,869,995

(6,367,677)

(2,016,526)
 

Page 27

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

19.

Analysis of net assets between funds

Analysis of net assets between funds - current year

Unrestricted funds
2025
Total
funds
2025
        £
        £


Tangible fixed assets

114,536

114,536

Current assets

1,556,043

1,556,043

Creditors due within one year

(3,697,906)

(3,697,906)

Creditors due in more than one year

(459,255)

(459,255)

Provisions for liabilities and charges

(33,103)

(33,103)

Difference

1

(1)

Total 


(2,519,684)
(2,519,684)



Analysis of net assets between funds - prior year

Unrestricted funds
2024
Total
funds
2024
        £
        £


Tangible fixed assets

155,686

155,686

Current assets

405,812

405,812

Creditors due within one year

(2,118,769)

(2,118,769)

Creditors due in more than one year

(459,255)

(459,255)

Difference
1
1
Total 

(2,016,525)
(2,016,525)

Page 28

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

20.



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


2025
2024
£
£

Net expenditure for the year (as per Statement of Financial Activities)



(503,159)

(1,497,682)

Adjustments for:

Depreciation charges
41,831
52,641

Decrease/(increase) in debtors
(890,189)
563,915

Increase in creditors
1,626,978
873,513

Net cash provided by/(used in) operating activities
275,461
(7,613)



21.



Analysis of cash and cash equivalents


2025
2024
£
£

Cash in hand
260,042
-

Overdraft facility repayable on demand
-
(14,738)

Total cash and cash equivalents
260,042
(14,738)


22.



Analysis of changes in net debt





At 1 September 2024
Cash flows
At 31 August 2025
£
£

£

Cash at bank and in hand

-

260,042

260,042

Bank overdrafts repayable on demand

(14,738)

14,738

-


(14,738)
274,780
260,042

Page 29

 
WEMMS EDUCATION UNLIMITED LIMITED

(A Company Limited by Guarantee)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

23.


Pension commitments

The Charity operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Charity in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £45,318 (2024 - £29,655).
There was a balance owing at the end of the year of £9,657 (2024 - £nil).


24.


Operating lease commitments

At 31 August 2025 the Charity had commitments to make future minimum lease payments under non-cancellable operating leases as follows:

2025
2024
£
£


Not later than 1 year
1,100,000
1,100,000

Later than 1 year and not later than 5 years
4,400,000
4,400,000

Later than 5 years
18,446,849
19,546,849

23,946,849
25,046,849

The following lease payments have been recognised as an expense in the Statement of Financial Activities:


2025
2024
£
£


Operating lease rentals
1,100,000
1,078,904



25.


Related party transactions

There were no related party transactions during the year. However, at the year end there is an amount owed by and owing to the charity in relation to former Trustee, R Wemms who resigned as trustee on 16/02/2024.
At the end of the year the accounts show £97,375 (2024 - £97,375) in other debtors as owed to the Charity by R Wemms and £550,000 (2024 - £550,000) in other creditors as owed to R Wemms by the Charity.

Page 30