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Registered number:
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
COMPANY INFORMATION
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MORETON HALL EDUCATION LIMITED
CONTENTS
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MORETON HALL EDUCATION LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The Directors present the strategic report of Moreton Hall Education Limited ("the Company" or "the School") for the year ended 31 August 2025. Established in 1914 and set in over 100 acres of Shropshire countryside near Oswestry, Moreton Hall provides day and boarding education for girls from Nursery through to Sixth Form, and co-educational provision through its Foundation and Prep years.
The School delivered a strong set of academic results in 2025: 18% of GCSE grades at grade 9 (national average c.5%) and 57% at grades 9-7 (national average 22%); at A Level, 56% of grades were A*-A. Results were achieved on a non-selective basis, and the School remains in the top 5% of schools nationally for value added on Cambridge University's MidYIS measure.
The sector faced material cost and policy pressure this year — VAT on fees from January 2025, the removal of business rates relief, and higher employer National Insurance and National Minimum Wage costs. The Board absorbed a greater share of the VAT impact than passing it fully to parents; no pupil left as a result, though pupil fee turnover reduced accordingly. Fee increases continue to be held at inflation level, keeping the School competitively positioned regionally and internationally. Non-fee income grew strongly: the International Summer School (now in its twentieth year) welcomed 372 guests across 139 family bookings and fifteen nationalities, and letting income from boarding and sports facilities also increased significantly out of term. Staff costs, the School's principal cost driver, were contained to growth of 2.8%, supported by a workforce efficiency review and, following consultation, a transition away from the Teachers' Pension Scheme to a more cost-stable alternative. Facilities investment continued, including refurbishment of one boarding house (51 rooms), a new gym, a remodelled library and Musgrave Hall. Financial Review
A prior-year restatement of gas utility charges (Note 21), arising from a delayed final billing confirmation from the provider, reduced the previously reported loss for the year ended 31 August 2024 by £593,716, from £2,897,136. Excluding this restatement, underlying operating costs improved slightly, with reduced pupil fee revenue partly offset by growth in letting and Summer School income.
Sector and policy risk: continued VAT, business rates and employment cost pressure remain the primary external risk to recruitment and retention; the School has managed this better than the sector average to date.
Cost base: staff costs and the associated pension provision remain the principal cost risk, under ongoing Board review, balanced against retaining high-calibre teaching staff.
Competitive positioning: the Board monitors fee levels and offering against comparable schools regionally and internationally.
The Board reviews KPIs — including profit/(loss) as a percentage of revenue, bursary spend, and parental recharges — at each termly Board meeting. In accordance with section 172 of the Companies Act 2006, the Directors have had regard to pupils and parents (absorbing the VAT impact, inflation-only fee increases), employees (consultation on the pension transition and efficiency review), the wider community (the Careers Fair, the Summer School), and the long-term consequences of their decisions, including facilities investment and securing new ownership committed to the School's future.
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MORETON HALL EDUCATION LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
On 24th June 2026, after the year end but before approval of these accounts: ownership of the Company transferred to a new UK company (Moreton Hall 2100 Limited) and ownership group, bringing renewed investment. This is the final set of accounts prepared under the previous Directorship. As part of the change in ownership, £1.28m of the loan previously due to the former shareholders, Ascend International Education Group Co. Limited ("Ascend") has been repaid and the remaining balance waived in full, strengthening the Company's balance sheet. Further detail is set out in Note 2.2. The Directors have prepared these accounts on a going concern basis, supported by the loan waiver, the fresh investment accompanying the change in ownership, an ongoing review of costs, and continued growth in both fee and non-fee income, including the approved expansion of the nursery provision.
This report was approved by the board and signed on its behalf.
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MORETON HALL EDUCATION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors present their report and the financial statements for the year ended 31 August 2025.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to 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.
The loss for the year, after taxation, amounted to £3,955,541 (2024 - loss (as restated) £2,303,420).
During the year the Company paid dividends of £NIL (2024: £NIL)
The directors who served during the year were:
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MORETON HALL EDUCATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
On 24 June 2026, the shares of the Company were sold to Moreton Hall 2100 Limited.
As part of the change in ownership, £1.28m of the loan balance due to the former shareholder was repaid and the remaining balance was waived in full. As this transaction occurred after the reporting date, it has not been reflected in the financial statements as the directors consider this to be a non-adjusting post balance sheet event. Further details have been included in the strategic report on page 2.
The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MORETON HALL EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED
We have audited the financial statements of Moreton Hall Education Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity 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 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.
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MORETON HALL EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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MORETON HALL EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)
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:
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR). We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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MORETON HALL EDUCATION LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)
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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Belmont House
Shrewsbury Business Park
Shropshire
SY2 6LG
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MORETON HALL EDUCATION LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
REGISTERED NUMBER: 14232201
BALANCE SHEET
AS AT 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
REGISTERED NUMBER: 14232201
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 30 form part of these financial statements.
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MORETON HALL EDUCATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Moreton Hall Education Limited (14232201) is a limited Company, limited by shares, incorporated and domiciled in England and Wales, with its registered office and principal place of business at Moreton Hall, Weston Rhyn, Oswestry, Shropshire, SY11 3EW.
The principal activity of the Company is the provision of educational services.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
On 24th June 2026, after the year end but before approval of these accounts: ownership of the Company transferred to a new UK company (Moreton Hall 2100 Limited) and ownership group, bringing renewed investment. This is the final set of accounts prepared under the previous Directorship. As part of the change in ownership, £1.28m of the loan previously due to the former shareholders, Ascend International Education Group Co Limited ("Ascend") has been repaid and the remaining balance waived in full, strengthening the Company's balance sheet. The Directors have prepared these accounts on a going concern basis, supported by the loan waiver, the fresh investment accompanying the change in ownership, an ongoing review of costs, and continued growth in both fee and non-fee income, including the approved expansion of the nursery provision.
The Company has net current liabilities of £8,938,883 (2024: £5,735,621). The Company's forecasts and projections, taking into account of reasonably possible changes in trading performance, show that the company will continue to rely upon the financial support of Moreton Hall 2100 Limited beyond the next 12 months. Moreton Hall 2100 Limited, the Company's ultimate parent, has confirmed its commitment to support the Company financially for the foreseeable future based on renewed investment both received and committed.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Defined benefit pension plan
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Company is a member of a multi-employer plan. Where it is not possible for the Company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Negative goodwill has been recognised on the acquisition of assets from Moreton Hall Educational Trust Limited. It has been determined by the directors that the negative goodwill be released to the income and expenditure account over a period of ten years.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both straight line and reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance sheet 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.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
The Company makes estimates and assumptions concerning the future, The resulting accounts estimates will, by definition, seldom equal the related actual results. In the opinion of the Directors there are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Negative Goodwill Negative goodwill has been recognised on the acquisition of assets from Moreton Hall Educational Trust Limited. It has been determined by the directors that the negative goodwill be released to the income and expenditure account over a period of ten years. This will be kept under review by the Directors. The balance has been adjusted in the 2025 year to reflect the impact of the impairment in the value of the freehold property (note 10).
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
No factors identified that may affect future tax charges.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Capital contribution
Profit and loss account
In the previous reporting period, a prior year restatement was made to reflect the receipt of up to date information in respect of a light and heat accrual.
Following the prior year adjustment, accruals and deferred income have reduced by £593,716. Administration expenses have also reduced by the same value. The loss reported in the prior year financial statements was £2,897,136. The net effect for the 2024 financial year is a decrease in the loss by £593,716.
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
The Teacher's Pension Scheme (TPS) is a statutory, contributory, defined benefit scheme, governed by the Teacher's Pensions Regulations (2010) and from April 2014, by the Teacher's Pensions Regulations 2014. Membership is automatic for full-time teachers and lecturers and from 1 January 2007 automatic too for teachers and lecturers in part-time employment following appointment or a change of contract. Teachers and lecturers are able to opt out of the TPS.
The TPS is an unfunded scheme to which both the member and employer makes contributions, as a percentage of salary - these contributions are credited to the exchequer. Retirement and other pension benefits are paid by public funds provided by parliament. Valuation of the Teacher's Pension Scheme The Government Actuary, using normal actuarial principles, conducts a formal actuarial review of the TPS in accordance with the Public Service Pensions (Valuations and Employer Cost Cap) Directions 2014 published by HM Treasury every 4 years. The aim of the review is to specify the level of future contributions. Actuarial scheme valuations are dependent on assumptions about the value of future costs, design of benefits and many other factors. The latest actuarial valuation of the TPS was carried out as at 31 March 2020. The valuation report was published by the Department of Education on 27 October 2023. The key elements of the valuation and subsequent consultation are: - Employer contribution rates set at 28.68% of pensionable pay (including a 0.08% administration levy). - Total scheme liabilities (pensions currently in payment and estimated cost of future benefits) for service to the effective date of £262,000 million and notional assets (estimated future contributions together with the notional investments held at the valuation date) of £222,000 million, giving a notional past service deficit of £39,800 million. - The SCAPE discount rate, set by HMT, is used to determine the notional investment return. The current SCAPE rate is 1.7% above the rate of CPI, and is based on the Office of Budget's Responsibility's forecast for long-term GDP growth. The result of this valuation was implemented on 1 April 2024. The next valuation result is due to be implemented from 1 April 2027. A copy of the valuation report and supporting documentation is on the Teacher's Pensions website (https://www.teacherspensions .co.uk/news /employers/2023/10/valuations -result.aspx ). Under the definitions set out in FRS 102, the TPS is an unfunded multi-employer pension scheme. The Company has accounted for its contributions to the scheme as if it were a defined contribution scheme. The Company has set out the below information available on the scheme. The pension charge for the period represents contributions payable to the scheme of £712,804 (2024: £634,966). The Company also contributes to personal pension schemes for some non-teaching staff. They are defined contribution schemes. The total pension charge for the period was £78,232 (2024: £72,495).
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MORETON HALL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
As part of the change in ownership, £1.28m of the loan balance due to the former shareholder, Ascend, was repaid and the remaining balance waived in full. As this transaction occurred after the reporting date, it has not been reflected in the financial statements as the directors consider this to be a non-adjusting post balance sheet event. Further details have been included in the strategic report on page 2.
Moreton Hall 2100 Limited is the ultimate controlling party, a Company incorporated in England and Wales.
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