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Registered number: 14232201










MORETON HALL EDUCATION LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

 
MORETON HALL EDUCATION LIMITED
 
 
COMPANY INFORMATION


Directors
Y Chen (resigned 24 June 2026)
Y Guan (resigned 24 June 2026)
D Murphy (resigned 13 April 2026)
X Lu (resigned 24 June 2026)
M A Brooksbank (appointed 24 June 2026)
M J Ellison (appointed 24 June 2026)
Z E Harney (appointed 1 July 2026)
M J B Harrison (appointed 1 July 2026)
S Lea (appointed 24 June 2026)
J A Melia (appointed 24 June 2026)




Company secretary
J Jones



Registered number
14232201



Registered office
Moreton Hall
Weston Rhyn

Oswestry

Shropshire

SY11 3EW




Independent auditors
WR Partners
Chartered Accountants & Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG





 
MORETON HALL EDUCATION LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10 - 11
Statement of changes in equity
12
Statement of cash flows
13 - 14
Notes to the financial statements
15 - 30


 
MORETON HALL EDUCATION LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025

Introduction
 
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.

Business review
 
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.
 

Principal risks and uncertainties
 
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.

Financial key performance indicators
 
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.

Page 1

 
MORETON HALL EDUCATION LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025

Post Balance Sheet Events and Going Concern
 
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.



J A Melia
Director

Date: 27 August 2026

Page 2

 
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.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 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 2006They 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.

Results and dividends

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)

Directors

The directors who served during the year were:

Y Chen (resigned 24 June 2026)
Y Guan (resigned 24 June 2026)
D Murphy (resigned 13 April 2026)
X Lu (resigned 24 June 2026)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 3

 
MORETON HALL EDUCATION LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025

Post balance sheet events

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.

Auditors

The auditorsWR Partnerswill 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.
 





J A Melia
Director

Date: 27 August 2026

Page 4

 
MORETON HALL EDUCATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED
 

Opinion


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 policiesThe 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 Auditors' 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 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 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.


Page 5

 
MORETON HALL EDUCATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)


Other information


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 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.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


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 identified material misstatements in the Strategic report or the Directors' report.


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' responsibilities statement set out on page 3, 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.


Page 6

 
MORETON HALL EDUCATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)


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:

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.


Page 7

 
MORETON HALL EDUCATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MORETON HALL EDUCATION LIMITED (CONTINUED)


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 2006Our 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.





Andrew Malpass BA FCA (Senior statutory auditor)
  
for and on behalf of
WR Partners
 
Chartered Accountants
Statutory Auditors
  
Belmont House
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG

28 August 2026
Page 8

 
MORETON HALL EDUCATION LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025

As restated
2025
2024
Note
£
£

  

Turnover
 4 
6,899,842
7,326,163

Cost of sales
  
(5,786,970)
(5,226,072)

Gross profit
  
1,112,872
2,100,091

Administrative expenses
  
(4,397,508)
(4,741,837)

Exceptional administrative expenses
  
(1,009,231)
-

Operating loss
 5 
(4,293,867)
(2,641,746)

Negative goodwill amortisation
  
338,326
338,326

Loss before tax
  
(3,955,541)
(2,303,420)

Loss for the financial year
  
(3,955,541)
(2,303,420)

Other comprehensive income for the year
  

Capital contribution
  
304,874
216,941

Other comprehensive income for the year
  
304,874
216,941

Total comprehensive income for the year
  
(3,650,667)
(2,086,479)

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

Page 9

 
MORETON HALL EDUCATION LIMITED
REGISTERED NUMBER: 14232201

BALANCE SHEET
AS AT 31 AUGUST 2025

As restated
2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
(394,115)
(2,751,157)

Tangible assets
 12 
5,764,472
8,567,975

Investments
 13 
12,319
13,263

  
5,382,676
5,830,081

Current assets
  

Debtors: amounts falling due within one year
 14 
849,773
471,469

Cash at bank and in hand
 15 
516,452
552,681

  
1,366,225
1,024,150

Creditors: amounts falling due within one year
 16 
(10,305,108)
(6,759,771)

Net current liabilities
  
 
 
(8,938,883)
 
 
(5,735,621)

Total assets less current liabilities
  
(3,556,207)
94,460

  

Net (liabilities)/assets
  
(3,556,207)
94,460

Page 10

 
MORETON HALL EDUCATION LIMITED
REGISTERED NUMBER: 14232201
    
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2025

As restated
2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 18 
1
1

Capital contribution
 19 
4,321,815
4,016,941

Profit and loss account
 19 
(7,878,023)
(3,922,482)

  
(3,556,207)
94,460


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2026.




J A Melia
Director

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

Page 11

 
MORETON HALL EDUCATION LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£


At 1 September 2023
1
3,800,000
(1,619,062)
2,180,939


Comprehensive income for the year

Loss for the year

-
-
(2,303,420)
(2,303,420)

Capital Contribution (as restated)
-
216,941
-
216,941


Other comprehensive income for the year
-
216,941
-
216,941


Total comprehensive income for the year
-
216,941
(2,303,420)
(2,086,479)



At 1 September 2024 (as previously stated)
1
4,016,941
(4,516,198)
(499,256)

Prior year adjustment - correction of error
-
-
593,716
593,716


At 1 September 2024 (as restated)
1
4,016,941
(3,922,482)
94,460


Comprehensive income for the year

Loss for the year

-
-
(3,955,541)
(3,955,541)

Capital contribution
-
304,874
-
304,874


Other comprehensive income for the year
-
304,874
-
304,874


Total comprehensive income for the year
-
304,874
(3,955,541)
(3,650,667)


At 31 August 2025
1
4,321,815
(7,878,023)
(3,556,207)


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

Page 12

 
MORETON HALL EDUCATION LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025

As restated
2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(3,955,541)
(2,303,420)

Adjustments for:

Amortisation of intangible assets
(338,326)
(338,326)

Depreciation of tangible assets
19,647
21,152

Impairments of fixed assets
3,027,947
-

Loss on disposal of tangible assets
644
(8,758)

(Increase)/decrease in debtors
(378,304)
34,957

Increase/(decrease) in creditors
529,115
(85,660)

Impairment charge on negative goodwill
(2,018,716)
-

Net cash generated from operating activities

(3,113,534)
(2,680,055)


Cash flows from investing activities

Purchase of tangible fixed assets
(244,950)
(368,592)

Sale of tangible fixed assets
215
11,600

Disposal of listed investment
944
-

Net cash from investing activities

(243,791)
(356,992)
Page 13

 
MORETON HALL EDUCATION LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025

As restated

2025
2024

£
£



Cash flows from financing activities

Capital contribution
304,874
216,941

Increase in other loans
3,016,222
2,599,957

Net cash used in financing activities
3,321,096
2,816,898

Net (decrease) in cash and cash equivalents
(36,229)
(220,149)

Cash and cash equivalents at beginning of year
552,681
772,830

Cash and cash equivalents at the end of year
516,452
552,681


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
516,452
552,681

516,452
552,681


Page 14

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Going concern

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.

Page 15

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

Page 16

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)


2.5
Pensions (continued)

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Multi-employer pension plan

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.

 
2.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.7

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

  
2.8

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.

Page 17

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Freehold property
-
2% - 10% straight line on cost
Motor vehicles
-
25% on reducing balance
Fixtures and fittings
-
20% - 33.3% on cost, 10% to 25% on reducing balance

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.

 
2.10

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 18

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Financial instruments

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.

Page 19

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)


2.15
Financial instruments (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.
Page 20

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)


2.15
Financial instruments (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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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

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). 


4.


Turnover

2025
2024
£
£

School Activities
6,393,557
6,833,774

Summer School Income
458,275
433,298

Holiday Club Income
48,010
59,091

6,899,842
7,326,163


All turnover arose within the United Kingdom.

Page 21

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

5.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

(Profit)/loss on sale of tangible assets
644
(8,758)


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
13,800
13,300

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
6,079,443
6,022,353

Social security costs
644,466
578,607

Cost of defined benefit scheme
712,804
634,966

Cost of defined contribution scheme
78,232
72,495

7,514,945
7,308,421


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
231
221

Key Management Personnel

During the year, key management personnel, including the directors, received remuneration including employer pension contributions totalling £540,464 (2024: £423,531).

Page 22

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
45,400
63,788

45,400
63,788



9.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

As restated
2025
2024
£
£


Loss on ordinary activities before tax
(3,955,541)
(2,303,420)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(988,885)
(575,855)

Effects of:


Non-taxable release of negative goodwill
(84,582)
(84,582)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
252,490
-

Capital allowances for year in excess of depreciation
(25,914)
86,000

Loss on chargeable assets
161
-

Changes in provisions leading to an increase (decrease) in the tax charge
2,644
-

Unrelieved tax losses carried forward
844,086
574,437

Total tax charge for the year
-
-


Factors that may affect future tax charges

No factors identified that may affect future tax charges. 

Page 23

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

10.


Exceptional items

2025
2024
£
£


Impairment charge on freehold property
3,027,947
-

Accelerated amortisation on negative goodwill
(2,018,716)
-

1,009,231
-

During the year, an impairment loss of £3,027,947 was recognised in respect of the company's freehold property. This impairment was triggered by a third party valuation showing a decline in market value, reducing the asset's carrying value to its recoverable amount.

Additional amortisation of £2,018,716 was recognised on negative goodwill to reduce the carrying amount of negative goodwill. This release was triggered due to the entity fully benefiting from the original bargain price paid. 


11.


Intangible assets




Negative goodwill

£





At 1 September 2024
(3,383,263)



At 31 August 2025

(3,383,263)





At 1 September 2024
(632,106)


Charge for the year on owned assets
(338,326)


Accelerated amortisation
(2,018,716)



At 31 August 2025

(2,989,148)



Net book value



At 31 August 2025
(394,115)



At 31 August 2024
(2,751,157)

Negative goodwill has been recognised on the acquisition of assets from Moreton Hall Educational Trust Limited. The acceleration of amortisation is explained in note 10. 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.



Page 24

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

12.


Tangible fixed assets


Freehold property
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 September 2024
8,780,746
50,268
78,265
8,909,279


Additions
222,534
-
22,416
244,950


Disposals
-
(5,795)
-
(5,795)



At 31 August 2025

9,003,280
44,473
100,681
9,148,434



Depreciation


At 1 September 2024
305,333
13,484
22,487
341,304


Charge for the year on owned assets
-
6,770
12,877
19,647


Disposals
-
(4,936)
-
(4,936)


Impairment charge
3,027,947
-
-
3,027,947



At 31 August 2025

3,333,280
15,318
35,364
3,383,962



Net book value



At 31 August 2025
5,670,000
29,155
65,317
5,764,472



At 31 August 2024
8,475,413
36,784
55,778
8,567,975




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Freehold
5,670,000
8,475,413

5,670,000
8,475,413


Page 25

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

13.


Fixed asset investments





Listed investments

£



Cost or valuation


At 1 September 2024
13,263


Revaluations
(944)



At 31 August 2025
12,319





Listed investments


The fair value of the listed investments at 31 August 2025 was £12,319 (2024 - £13,263).


14.


Debtors

2025
2024
£
£


Trade debtors
553,644
395,897

Other debtors
120,091
41,039

Prepayments and accrued income
176,038
34,533

849,773
471,469


Trade debtors is net of the bad debt provision £249,240 (2024: £286,182). 


15.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
516,452
552,681

516,452
552,681


Page 26

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

16.


Creditors: Amounts falling due within one year

As restated
2025
2024
£
£

Other loans
7,566,179
4,549,957

Payments received on account
1,341,388
1,378,817

Trade creditors
619,652
240,854

Other taxation and social security
158,512
141,625

Other creditors
233,161
166,282

Accruals and deferred income
386,216
282,236

10,305,108
6,759,771



17.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Other loans
7,566,179
4,549,957


7,566,179
4,549,957




7,566,179
4,549,957


Included within other loans are balances due to Ascend, the former parent company of Moreton Hall Education Limited. There is no interest charged on the loan and is repayable on demand. 

Subsequent to the year end £1.28m of the loan has been repaid and the remaining balance waived in full in conjunction with the sale of the company to its new owners Moreton Hall 2100 Limited. Further details are included within the strategic report.

Page 27

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1 (2024 - 1) Ordinary share of £1.00
1
1

Ordinary shares have full voting rights and rights to dividends. 



19.


Reserves

Capital contribution

The capital contribution reserve represents funds received from Ascend International Education Group Co.Limited, the Company's former parent, which do not require repayment. Moreton Hall 2100 Limited has been the ultimate parent since acquiring the share capital on 24 June 2026.

Profit and loss account

The profit and loss account represents the accumulated profits of the Company since incorporation less distributions made to shareholders.

20.


Analysis of net debt




At 1 September 2024
Cash flows
At 31 August 2025
£

£

£

Cash at bank and in hand

552,681

(36,229)

516,452

Debt due within 1 year

(4,549,957)

(3,016,222)

(7,566,179)


(3,997,276)
(3,052,451)
(7,049,727)


21.


Prior year restatement

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. 

Page 28

 
MORETON HALL EDUCATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025


22.


Pension commitments

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


23.


Commitments under operating leases

At 31 August 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
30,315
27,650

Later than 1 year and not later than 5 years
36,406
66,720

66,721
94,370


24.


Related party transactions

During the year the Company engaged in transactions with 1 Director (2024: 1), the fees paid to a Company which has a common Director totalled £24,741 (2024: £21,170). There was £2,000 outstanding at year end (2024: £nil).


25.


Post balance sheet events

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, 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.


26.


Controlling party

Moreton Hall 2100 Limited is the ultimate controlling party, a Company incorporated in England and Wales.

 
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