The new democratic government in South Africa introduced an education system that focused on quality and equality for all. The introduction of the new education system intended to remove inequality in the schooling system. The new education system was been accomplished through phasing out school fees and introducing a no-fee school policy. The aim of the no-fee school policy was to redress the imbalances of the past and to attract the poor and orphans to access education without paying mandatory fees (Wilderman, 2009:32). The no-fee policy came with interesting ideas for relieving pressure on both parents and learners. It attracted many learners who had dropped out of school in many years. This led to a dramatic increase of enrolment in no-fee schools. However, Borkum (2009:1) sees the disadvantages of the increased enrolment as overcrowding that reduces the quality of education, increases lawlessness in schools, and insufficient resources such as textbooks. The major challenges faced by these schools is the delay in releasing provincial funds, inadequate state funding, and loss of income from school funding. These make no-fee schools vulnerable, affecting quality of education and influences on the enrolment pattern of learners (Nsapato, 2007:2). Against this background, the study aimed to investigate factors influencing poor enrolment in a no-fee school in the foundation phase and to suggest strategies that could be used to overcome these challenges. The study adopted a qualitative research method and its design was a case study. Four educators were purposeful selected on the basis of three years teaching experience in a no-fee school in the foundation phase. Data collection strategies were semi-structured interviews and document analysis. Data analysis was done according to a systematic process of coding and categorising. Gathered data was categorised into constituent parts for coding purposes. Ethical issues considered were the following: permission to conduct the study, informed consent, confidentiality, and anonymity. Participants’ confidentiality and anonymity were maintained by using pseudonyms in the report. The voluntary nature of participation and the absence of punishment for withdrawal from the study were emphasised prior to commencement of the semi-structured interviews. The issue of trustworthiness in this study was considered through the following: credibility, transferability, dependability and confirmability. The data analysis from semi-structured interview revealed the following: the no-fee school policy has a negative impact on parents because parents were no longer involved themselves in the education of their children. The overburdened infrastructure has a negative effect on quality of education and the enrolment status, deterioration of quality of education in no-fee schools force parents to withdraw their children and register them to better schools, cooperation amongst stakeholders is necessary for the improvement of quality of education, teachers’ remuneration should also be improved and the maintenance of professionalism through discipline. Findings from document analysis revealed that poor enrolment in no fee school was caused by high rate of absenteeism in all registers. This compelled educators to withdrew learners’ from class registers hence poor enrolment figures in no fee schools. Staff meeting minutes revealed that enrolment of learners in no-fee schools could be improved through improvement of teaching and learning and the provision of adequate infrastructure and the reinforcement of the no-fee school policy packages such as the National School Nutrition Program in order to attract more vulnerable learners to these schools. Based on the findings, the following strategies are recommended for improving poor enrolment in no-fee schools: strengthening collaboration amongst the stakeholders in education; maintenance of discipline; enforcement of professionalism among teachers; continuous training of all stakeholders; and punctual disbursement of funds to no-fee schools. / Educational Leadership and Management / M. Ed. (Education Management)