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2025-09-30-accounts

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

Company Registration No. 02927443 Registered Charity No. 1043992

The National Memorial Arboretum Company Limited

Annual Report and Financial Statements

For the year ended 30 September 2025

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Annual Report and Financial Statements 2025

Contents Page
Officers and professional advisers 1
Trustees' annual report (incorporating a Directors' report) 2-9
Trustees' responsibilities statement 10
Independent auditor’s report 11-14
Statement of financial activities (incorporating the income and expenditure account) 15
Balance sheet 16
Cash flow statement 17
Notes to the financial statements 18-31

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Annual Report and Financial Statements 2025

Officers and professional advisers

Trustees

The Trustees of the charity, who are the Directors for the purposes of company law, who served throughout the year and up to the date of signing this report were:

Helen Owen (chair) (appointed 18 May 2025)

Kate Logan Gary Ryan Mark Atkinson (appointed 18 May 2025) Anny R Reid (chair) (resigned 18 May 2025) Patsy Wilkinson (resigned 11 April 2025)

Principal Officers - Key Management Personnel

Philippa Rawlinson - Managing Director, RBL Director of Remembrance

Flora Smyth - Head of Finance (until 13th December 2024)

Mark Ellis - National Memorial Arboretum Lead

Maria Howes - Head of Marketing & Business Development

Neill Martin Hoare - Head of Events

Mark Alexander - Head of Visitor Experience Andy Ansell - Head of Estates

Rachel Smith - Head of Participation and Learning

Registered Office

Croxall Road

Alrewas DE13 7AR

Bankers

Lloyds Commercial HSBC Bank plc Public & Community Sector 49 Market Street 3[rd] Floor Lichfield 25 Gresham Street Staffordshire London WS13 6LB EC2V 8EH

Statutory Auditor

Deloitte LLP 1 New Street Square London EC4A 3HQ Charity Registration Number 1043992 Company Registration Number 02927443

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees' Annual Report (including the Strategic Report)

The Trustees, who are also Directors of the charitable company, present their annual report, which incorporates a strategic report, and audited financial statements for the year ended 30 September 2025.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, and 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 reference and administrative details on page 1 form part of this report.

Strategic report

Objectives and activities

The National Memorial Arboretum Company Limited (Arboretum) is a member of the Royal British Legion (RBL) family of charities, which is the UK’s national custodian of Remembrance; supporting and delivering nationwide events through its network of branches, members and volunteers and locally in communities across the country. The Arboretum is the United Kingdom’s year-round centre for Remembrance in the heart of our country; a spiritually uplifting place which honours those who have fallen in the service of their country, recognising their service, suffering and sacrifice. The Arboretum’s vision remains:

‘To be the nation’s year-round place to Remember, an inspirational world-class setting freely open to all.’

This is central to the charity’s charitable objective of championing Remembrance and promoting its observance and participation, with the Arboretum forming a core part of RBL’s Remembrance Strategy. As a year-round space to celebrate lives lived and commemorate lives lost, we will ensure the baton of remembrance is passed on to future generations. This furthers our legal purpose which is set out in our objectives, and details how we will deliver on our aims.

The Arboretum’s specific charitable objectives as set out in the Memorandum and Articles of Association, and our strategies to achieve these, are to:

• promote an appreciation by the public of the role of the armed forces of the Crown by providing and maintaining the Arboretum as a public memorial to commemorate and remember those who have lost their lives or suffered injury, or put themselves at risk of loss of life or injury, in service of the public;

• relieve the distress and suffering of those who are bereaved; and

• educate the public and personnel of the armed forces of the Crown in citizenship, military history, the effects of armed conflict, conflict resolution and reconciliation.

The Arboretum welcomes around 300,000 visitors to site each year, including over 20,000 young people for learning visits. Visitors can enjoy discovering over 400 memorials nestled amongst some 25,000 trees, experience riverside walks and participate in a wide variety of daily activities: guided walks, land train tours, memorial talks, exhibitions and buggy tours. Each year around 250 events take place on site, from small intimate services of Remembrance to set piece events like Armistice Day, Remembrance Sunday, and Armed Forces Day.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees’ annual report (incorporating the strategic report) (Continued)

The Arboretum’s management team have, over the past 12 months, reviewed the strategic priorities of the organisation and confirmed that they remain as follows:

• Developing an inspirational living landscape that embraces our environment to create new Remembrance spaces and reasons to visit throughout the seasons;

• Nurturing a culture that uses all of our resources efficiently and effectively whilst minimising our impact on the environment.

Achievements and performance

The year ended 30 September 2025 saw us deliver a number of high profile commemorative events, develop our approach to modern remembrance, and respond to some challenging operational challenges. Working with RBL colleagues and partners we delivered two commemorative events to mark VE and VJ Day, the latter in the presence of His Majesty King Charles III.

Despite flooding causing us to close on 2 occasions and the cancelation of two nights of Illuminated Arboretum we saw growth in visitor numbers. The ongoing economic uncertainty has placed pressure on both income and expenditure for both the charitable company and its trading subsidiary, NMA (Enterprises) Limited but we have seen strong secondary spend in both Foodservices and Retail.

Visitors:

Visitor numbers for the year totalled 307,012, a 1% increase compared to 2024 (303,138).

It has been a difficult summer for the UK visitor attraction sector with weather, cost of living pressure and an increase in outbound tourism causing many outdoor sites to report a fall in visitor numbers. Our growth has been driven by strong programming, especially through the multi-generational exhibitions and activities that have supported the VE80 and VJ80 events.

Landscape:

One of the key objectives of the Arboretum is to provide a public memorial to commemorate and remember those who have lost their lives or suffered injury in service to the public. We continue to see an appetite for new memorials with notable additions dedicated in year including the HMS Arethusa, Free Czechoslovak Veterans, RAF Armourers Memorial and Le Paradis Memorial.

Following the granting of planning permission for the development of the 7 acres of land adjacent to the entrance to the site gifted by the Leavesley family in 2022, and for the 25 acres of woodland acquired in the same year, work has commenced on a material start to the projects in both areas. This work will secure the planning permission in perpetuity whilst we seek further funding to complete the projects, both of which will allow for the placement of new memorials in the years to come.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees’ annual report (incorporating the strategic report) (Continued)

The Arboretum continues to explore ways in which to open up areas of the site which are currently either underutilised or inaccessible and with its landowner, Tarmac, has developed plans for a new permanent car park to replace the overflow car park, at limited cost to the Arboretum. This coupled with Tarmac’s aspirations for future development of land adjacent to the site will in time improve both the visitor journey and facilitate engagement with the site and Remembrance by the local community. A planning application for the car park was submitted by Tarmac in November 2024 and this is still in the consultation stage.

Programmes:

This year programming has continued to deliver year-round remembrance with a focus on RBL's new vision that has 'Remember' at its core. Being freely accessible 364 days a year the Arboretum is well placed to bring society together to recognise, remember and support the Armed Forces Community.

The year began with the extension of "The Year Was 1944…" exhibition to tell stories of how families celebrated Christmas the year in which the D-Day landings took place. This exhibition formed an integral part of Illuminated Arboretum alongside an installation based on contributions made by a local secondary school students who explored remembrance over an 11 week period through poetry and visual art.

Moving into 2025 the programming has been heavily focussed around 1945 and the 80th Anniversaries of VE Day and VJ Day. The VE80 commemoration was the focus for an eight week schools programme that saw 500 pupils from 17 classes across multiple schools, including specialist SEND providers, explore VE storytelling through music, dance and storytelling. The schools came together at the Arboretum for a mass performance as part of the VE80 commemoration activity.

In May we launched "The Year was 1945 ..." programme with a weekend of performance, events, guided walks and talks, exhibitions and a tea party. The exhibition programme included a reconstruction of a 1945 street party that enabled visitors to explore VE and VJ stories in a fully immersive environment, including first hand testimony from a small cohort of Arboretum volunteers.

On 8 May the Arboretum delivered the RBL’s National Commemorative Event for VE Day 80 with a large service on the Naval Review. Hosted by Dame Floella Benjamin OBE and attended by 46 World War Two Veterans and their families the service featured personal testimony, song, poetry, dance and an Act of Remembrance.

Further exhibitions ran from May to tell authentic stories from both the war in Europe and the Far East. "Letters From The Front Line - Words, War and Victory", produced in partnership with BBC Local Radio, explored the shifting experiences and emotions of members of the Armed Forces and their families in the final months of the Second World War. "Through Their Eyes", produced by the RBL Remembrance Team, used powerful stories and portraits to honour the service, sacrifice, lives and legacy of those who served during the War. The amphitheatre was the location of an outdoor exhibition "Chaplain’s Portraits" that featured sketches produced by Army Chaplain Fred Stallard of his fellow prisoners in 1942 – 1945, initially in Changi Prison in Singapore, before being moving to Formosa (known today as Taiwan).

On 15 August the Arboretum hosted the RBL’s National Commemorative Event, supported by Department for Culture, Media and Sport, to mark VJ80 in the presence of His Majesty King Charles III. Alongside this event we delivered a public programme on the Naval Review that featured performances from our associate partners Black Voices, Poet-in-Residence Arji Manuelpillai, and members of the Talent in The Ranks scheme. The programme offered a poignant and reflective experience that explored themes of remembrance, service, and the lasting impact of the VJ campaign.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees’ annual report (incorporating the strategic report) (Continued)

The programme also included the launch of a poetry trail created by our Poet-in-Residence and available via an audio device at ten memorials around the Far East area of site.

We have also commemorated more recent conflicts including the delivery of an RBL event to mark the 10th Anniversary of the end of combat operations by British Armed Fores in Afghanistan. We worked in partnership with those who had served in these operations to ensure that the Remembrance content matched their needs and responded to the challenges faced by many who are still affected by their service.

Our intergenerational summer programme "Wondrous Trees" included the launch of CANOPY, a sound installation that celebrates the connection between humans and trees and features content that reflects on the importance of trees in Remembrance. During the summer holidays over 5.6k visitors directly engaged with the installation which will now tour other UK destinations.

Sustainability:

The Arboretum is custodian to 150 acres of green space and is committed to acting sustainably, having a positive impact on our environment and its ecology, and being an advocate for sustainable practices. We have already undertaken work to limit our negative impact on the environment via recycling and using locally sourced products and materials where possible. We have continued to deliver Carbon Literacy Training to key decision makers in the team and this helps to drive positive sustainability behaviours across the site.

The Arboretum remains committed to growing its self-generated income sources to deliver against its strategic aims.

Financial Review

Income for the year was £5.4m (2024: £4.7m). The Arboretum is a free to enter site; its main sources of income are voluntary donations, grant funding and profits from its trading subsidiary NMA Enterprises Limited.

Grant funding totalling £2.8m was received from RBL, £2.25m being the annual Remembrance grant, funding day to day operations of the Arboretum (2024: £2.3m), and £0.4m relating to VE Day 80, £0.2m to VJ Day 80 and £0.02m to the Afghan 10 commemorations. No capital grants were received from RBL in the year (2024: £0m).

In addition, to the above, Grant in Aid funding from the Ministry of Defence was received for the ongoing maintenance of the Armed Forces Memorial, funds received in 2025 totalled £96,000 (2024: £92,000). A new grant was secured from Shared Places in the year and the first instalment of £93,000 was received, this grant runs until April 2030.

The main annual fundraising event of the year in October, “Ride to the Wall”, proved to be very successful, generating £170k (2024: £150k) thanks to the high volumes of pre-registrations for the event and bespoke merchandise sales. Whilst we saw a drop off in on-site donations from visitors, a trend seen across other visitor attractions due to the cost of living crisis, this reduction has been countered by some large legacies received during the year. The total amount of legacies received during the year was £237k (2024: £188k).

Expenditure in the year was £5.6m (2024: £5.1m), a year-on-year increase of £0.5m, attributable to grant funded activity increasing in line with grants receivable.

The above resulted in a net decrease in funds of £0.1m (2024: decrease £0.5m).

Capital expenditure for the year was £0.1m (2024: £0.1m), and relates to the costs of securing planning permission for the final stage of the Queen’s Green Canopy and woodland acquired by the Arboretum in 2022.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees' Annual Report (including the Strategic Report) (Continued)

The trading subsidiary, NMA (Enterprises) Limited, saw an increased surplus of £569k (2024: £325k) in the year resulting from increased visitor numbers and price increases implemented to counter inflationary cost pressures. £3k of this surplus was received from NMA (Enterprise) in January 2026, and the remaining £566k balance was paid in March 2026.

Reserves policy

As the Arboretum is part of the Royal British Legion group, its policy is to not seek to hold reserves as this leads to a duplication of reserves at a group level. A rolling 12 month ‘letter of comfort’ under which The Royal British Legion will continue to provide any financial support (either through the waiver of intercompany debt, the provision of further intercompany funds or equity) that may be required in order for the organisation to pay its liabilities as they fall due, has been in place for a number of years.

Total charity funds decreased by £0.1m to £23.5m at the end of the year (2024: £23.6m). Total charity funds comprise unrestricted funds of £20.2m (2024: £20.8m) and restricted funds of £3.2m (2024: £2.8m) including expendable endowment funds of £2.3m (2024: £2m). Total unrestricted funds comprise designated funds of £19.4m (2024: £19.7m) and general funds of £0.8m (2024: £1.1m).

Designated funds represent the net book value of completed fixed assets relating to grounds and buildings and legacy income. As legacy income is difficult to predict and cannot be counted on to help fund day to day activities, any significant receipts are set aside to fund future development and engagement activity. The designated funds balance is reduced in year with depreciation outstripping fixed asset additions and legacy income.

Total restricted funds at the end of the year were £3.2m (2024: £2.8m). £2.3m (2024: £2.0m) relates to maintenance endowments for the maintenance and insurance for a number of specific memorials, including the Queen’s Green Canopy. These funds are held in interest bearing deposit accounts, attracting interest of £54k during the year, with £338k on new endowments being received in the year in respect of both new, and existing memorials (2024: £0.1m). The remaining £1m of restricted funds includes £0.5m for the ongoing maintenance of the Armed Forces Memorial, future development of the site, including the final stage of the Queen’s Green Canopy and maintenance and upkeep of the newly refurbished Shot at Dawn Memorial.

Going Concern

On 31 March 2026 the charity transferred its trade and net assets to its parent charity The Royal British Legion. As the trustees do not have charitable plans following the transfer of trade and assets the charity has become inactive, meaning the trustees do not consider it appropriate to adopt the going concern basis of accounting in preparing the accounts and thus these accounts have been prepared on a basis other than that of a going concern.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees' Annual Report (including the Strategic Report) (Continued)

Future plans

As part of the parent entity Royal British Legion's ambitious strategy to 2035, we plan to evolve Remembrance and widen participation to support our vision of bringing society together to recognise, remember and support the Armed Forces community.

To help achieve this, we united the Royal British Legion’s operations with our subsidiary of 22-years, the National Memorial Arboretum, the nation’s year-round place to remember. This unification took place through a transfer of trade and assets from the National Memorial Arboretum to The Royal British Legion on 31 March 2026 at which point we ceased operating as two separate entities and the National Memorial Arboretum charitable company became inactive. This change puts the destination at the heart of our strategy, enabling further investment in its future and provide many more opportunities for people to acknowledge the service and sacrifice of the Armed Forces community. This change provides a simplified governance structure, with one Board of Trustees, removing administrative duplication and associated costs.

The Boards are actively looking at the visual identity of the site as part of the integration. There is no change to our Arboretum employees other than a transfer under TUPE regulations and we are keeping our wider staff and volunteer teams updated.

Risk Management

The Trustees are responsible for ensuring there are effective and adequate risk management and internal control systems in place to manage major risks to which the charity is exposed. The process in place regarding risk management and internal control includes the following:

• The risk analysis is reviewed by the management team and scrutinised quarterly by the Board of Trustees. The Trustees are satisfied that for risks identified a planned schedule of activity is being undertaken so the impact on the charitable company will be minimised should any of the risks materialise.

• In carrying out its responsibilities, the Trustees draws on the advice and resources of the parent charity’s Audit & Risk Committee, Risk & Insurance and Internal Audit Departments and adopts its internal control and risk management frameworks.

The key risks and how they are managed are:

management frameworks.
The key risks and how they are managed are:
Principal risk Mitigation
Ticketing System: Failure to replace the existing system
in a timely manner leaves booking of parking and
access severely disrupted.
Work is in hand to identify and implement a new ticketing
system by May 2026.
Flooding in the Arboretum grounds results in significant
damage to the infrastructure, buildings and property.		 Ensuring that site development helps to mitigate the risk
of flooding and improves resilience.
Program of drainage improvement works.
Disruption or cancellation of a large scale public event. Budgeting with risk assumptions in mind.
Multiple dates / events to spread risk.
Less reliance on single artists.
Dynamic risk management plans in place.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees' Annual Report (including the Strategic Report) (Continued)

Visitor volumes reduce due to extreme weather events Controlled development of the landscape masterplan over (wet, cold, dry, heat). a 10-20 year period. Develop activities and comms plan to drive visitor numbers in periods of unseasonable weather.

The charitable company is not unduly exposed to price, credit, liquidity or foreign exchange risk.

The charitable company is included in The Royal British Legion’s group insurance policy which provides a comprehensive package of insurance against foreseeable risks including public and product liability.

The charitable company is covered by insurance from loss arising from neglect or default of its Trustees, and to indemnify the Trustees against the consequences of neglect or default on their part.

Public benefit statement

In considering the operation, achievements, performance and finances of the charitable company the Trustees have given due regard to the public benefit guidance published by the Charity Commission.

Structure, governance and management

The Arboretum was incorporated in 1994 as a Private charitable company limited by guarantee not having a share capital and registered in 1995 as a charity with the main governing principles being contained in Memorandum and Articles of Association. The Arboretum has been part of The Royal British Legion (the RBL) family of charities since 2003. The RBL is the sole member of the company and controls the appointment of all Trustees.

Two members of RBL staff are Trustees; Mark Atkinson, the Director General of the RBL, and Gary Ryan who is a member of the executive management team of the RBL with line management responsibility for the Arboretum. Helen Owen, an RBL Trustee, is appointed as Chair for the NMA. Kate Logan is an independent Trustee with visitor attraction experience. Meetings of the Board of Trustees take place quarterly. In accordance with its Articles of Association a term of any Trustee’s appointment cannot exceed three years, but a Trustee is eligible for reappointment for a further two terms and can be removed from office by the RBL at any time. Trustees are recruited through a variety of means, including open advertising. Training for all Trustees is provided through the RBL.

Responsibility for the day-to-day operations of the Arboretum has been delegated by the Managing Director to the National Memorial Arboretum Lead, who is supported by a management team, administrative support staff and a team of volunteers. The Managing Director has established an executive management structure for the Arboretum to undertake operational activities with a clearly defined management and reporting structure. The management team meets weekly to discuss operational issues and new initiatives and take any action as required.

The Arboretum has a subsidiary company, NMA (Enterprises) Limited, which carries out the trading activities of the charity, principally the operation of restaurant and café facilities, concessions and business functions.

The Managing Director is supported by the following boards and committees:

• Landscape and Memorials Committee – this committee reviews and agrees proposals for new memorials; and landscaping development and is critical to the future direction and management of the Arboretum grounds.

• NMA Enterprises Board – the board of Arboretum’s subsidiary company, NMA (Enterprises) Limited.

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The National Memorial Arboretum Company Limited

Trustees' Annual Report (including the Strategic Report) (Continued)

Key management personnel remuneration policy

The key management personnel remuneration policy has been harmonised with that of the parent charity. Roles are initially evaluated at the group job evaluation committee, which uses the Hay System, and salaries are benchmarked with similar roles in the local area in order to attract the appropriate calibre of candidate. The charitable company then operates an annual appraisal scheme at which performance is assessed against set objectives. The annual pay award is set by the parent charity.

Equal opportunities

The company is an equal opportunities employer and is committed to a policy of employment based on aptitude and ability without discrimination of any kind.

Volunteers

The Trustees recognise the hard work contributed by staff, volunteers and the NMA friends who in many ways keep the site going. Active volunteers gave around 55,000 hours (2024: 49,000 hours) of invaluable help during the year. Volunteer activities include the provision of educational support for facilitated learning visits, guiding visitors around the site, and grounds maintenance which equates approximately to an additional 34 full time staff. The contribution is recognised by all who visit the site and many visitors write to express thanks for the way volunteers help with their visit and comment on the pride the volunteers take in all they do.

Fundraising

As a location-based charity the Arboretum does not have a national network of fundraisers or agents acting on its behalf. The majority of fundraising is derived directly from on-site activities and donation boxes. In addition, up to 2 direct mail campaigns may be undertaken per annum to registered supporters and applications are made to grant funders for specific initiatives to further charitable objectives. To date we have not received any complaints regarding fundraising activity. We endeavour to ensure our fundraising activity is not overly obtrusive or put anyone under undue pressure to donate.

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Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Trustees' responsibilities statement

The Trustees (who are also Directors of The National Memorial Arboretum Company Limited for the purposes of company law) are responsible for preparing the Trustees' Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the

Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the Trustees are aware:

The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

This report, incorporating the Director’s report and including the Strategic Report, was approved by the Board of Trustees on 12 March 2026 and signed on its behalf by:

………………………………….................................... Helen Owen Chair of Trustees 07-Apr-26

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The National Memorial Arboretum Company Limited

Independent auditor’s report to the members of The National Memorial Arboretum Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of The National Memorial Arboretum Company Limited (the ‘charitable company’):

We have audited the financial statements which comprise:

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).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled

our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter – financial statements prepared other than a going concern basis

We draw attention to note 1 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.

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The National Memorial Arboretum Company Limited

Independent auditor’s report to the members of The National Memorial Arboretum Limited (continued)

Other information

The other information comprises the information included in the trustees’ annual report, other than the financial statements and our auditor’s report thereon. The trustees 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.

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 purpose 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.

Auditor’s responsibilities for the audit of the financial statements

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

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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The National Memorial Arboretum Company Limited

Independent auditor’s report to the members of The National Memorial Arboretum Limited (continued)

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the charitable company’s industry and its control environment, and reviewed the charitable

company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the trustees about their own identification and assessment of the risks of irregularities, including those that are specific to the charitable company’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the charitable company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Charities Act and UK Companies Act; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the charitable company’s ability to operate or to avoid a material penalty. These included Charity Commission for England and Wales (Charity Commission) regulations and Fundraising regulations.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

• revenue recognition, which is related to the completeness of grant income due to the added complications present in determining fulfilment of recognition criteria: we performed detailed substantive tests on grant income including from a reciprocal population and agreeing it to supporting documentation to confirm the income was complete.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

13

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Independent auditor’s report to the members of The National Memorial Arboretum Limited (continued)

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit,

we have not identified any material misstatements in the strategic report or directors’ report included within the trustees’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the charitable 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 charitable company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

………………………………..............

Nicola Wright, ACA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Newcastle upon Tyne, United Kingdom

Date: ……………………….

14

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Statement of financial activities (incorporating the income and expenditure account)

Year ended 30 September 2025

Note
Income and Endowments
from:
Donations and Legacies
3
Charitable Activities
4
Other Trading Activities
Investments:
Income from Trading Subsidiary
5
Bank interest
6
Total income
Expenditure on:
Raising Funds
7
Charitable activities
8
Total expenditure
Transfer between funds
21
Net Movement in Funds
Total funds brought forward
Total funds carried forward
Net income/ (expenditure) for the year
Reconciliation of funds:
Net movement in funds for the year		 Unrestricted
Funds
Restricted
Funds
Endowment
Funds
Total Funds
2025
Total Funds
2024(1)
£'000
£'000
£'000
£'000
£'000
2,955
876
338
4,169
3,481
929
-
-
929
769
101
-
-
101
50
123
-
-
123
220
45
23
54
122
150
4,153
899
392
5,444
4,670
925
-
-
925
862
3,818
703
116
4,637
4,277
4,743
703
116
5,562
5,139
(590)
196
276
(118)
(469)
-
-
-
-
-
(590)
196
276
(118)
(469)
20,815
780
2,014
23,609
24,078
(590)
196
276
(118)
(469)
20,225
976
2,290
23,491
23,609

There were no other recognised gains or losses other than those listed above and the net income for the year. All income and expenditure derive from discontinued activities.

(1) See note 20 for 2024 detailed Statement of Financial Activities

The notes on pages 18-31 form part of these accounts.

15

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Balance Sheet

As at 30 September 2025

Note
Fixed assets
Tangible fixed assets
14
Heritage assets
15
Fixed asset investments
16
Total fixed assets
Current assets
Debtors
17
Cash at bank and in hand
18
Total current assets
Liabilities:
Creditors: amounts falling due within one year
19
Net current assets
Funds
General Funds
21
Designated Funds
21
Restricted Funds
21
Expendable Endowment Funds
21
Total funds
Total net assets, being total assets less current liabilities		 2025
2024
£'000
£'000
19,106
19,547
403
403
-
-
19,509
19,950
1,191
609
3,346
3,573
4,537
4,182
(555)
(523)
3,982
3,659
23,491
23,609
783
1,090
19,442
19,725
976
780
2,290
2,014
23,491
23,609

The financial statements of The National Memorial Arboretum Company Limited, were approved and authorised for issue by the Board of Trustees on 12 March 2026, and signed on behalf of the Board of Trustees by:

………………………………….................................... Helen Owen Chair Date: 07 April 2026

Company Registration No. 02927443

The notes on pages 18-31 form part of these accounts.

16

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Cash flow statement

For the year ended 30 September 2025

Note
Net cash (used in) / provided by operating activities
27
Cash flows from investing activities
Interest receivable
Purchase / gifts of property, plant and equipment
Purchase of heritage assets
Net cash provided by investing activities
Cash flows from financing activities
Interest element of finance lease payments
Repayment of finance leases
Donations of endowment
Net cash provided by financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year		 2025
2024
£'000
£'000
(608)
106
122
150
(79)
(64)
-
-
43
86
-
(1)
-
(15)
338
91
338
75
(227)
267
3,573
3,306
3,346
3,573

There are no cash equivalents, therefore cash and cash equivalents comprise cash at bank and in hand.

17

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements

Year ended 30 September 2025

1 Accounting policies

Company and Charitable Status

The National Memorial Arboretum Company Limited, a public benefit entity, is incorporated in England and Wales as a private company limited by guarantee not having any share capital. There are currently five Trustees who are also members of the charitable company. Each member has undertaken to contribute to the assets in the event of a winding up a sum not exceeding £10. The charitable company is registered with the Charity Commission for England and Wales. The registered office is given on page 1.

Basis of accounting

The financial statements are prepared under the historical cost convention in accordance with the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable to the UK and Republic of Ireland (FRS 102) effective 1 January 2019 (SORP 2019); and the Companies Act 2006.

The principal accounting policies are set out below:

Basis of Preparation

Under section 401 of the Companies Act the charitable company is exempt from preparing consolidated accounts. The results presented therefore represent the accounts of the charitable company; The National Memorial Arboretum Company Ltd. The results of the National Memorial Arboretum group including NMA Enterprises Limited are included in the accounts of the ultimate parent charity – The Royal British Legion which are publicly available.

Going concern

On 31 March 2026 the charity transferred its trade and net assets to its parent charity The Royal British Legion. As the trustees do not have charitable plans following the transfer of trade and assets the charity has become inactive, meaning the trustees do not consider it appropriate to adopt the going concern basis of accounting in preparing the accounts and thus these accounts have been prepared on a basis other than that of a going concern.

Income

Income is recognised when the charitable company has entitlement to funds, performance conditions attached to the income have been met, it is probable that the income will be received, and the amount can be measured reliably.

Donations including amounts received for fixed assets are recognised immediately on receipt. The only exception to this is where there are

predetermined conditions to be met, in these instances income is recognised once the required conditions have been met in full.

Grant income is recognised on written confirmation of the grant once any inherent performance related conditions of the grant have been met in full.

Legacy receipts are recognised when it is probable it will be received. This is deemed when:

Interest receivable relates to interest on bank deposits and current accounts, under the terms of FRS102 this does not require adjustment using the effective interest rate method laid down by the standard, as the rate receivable is deemed to reflect the effective interest rate applicable.

Donated professional services and facilities are recognised on the basis of the value of the gift to the charity which is the amount the charity would have paid to obtain services or facilities for equivalent economic benefit on the open market. A corresponding amount is then recognised in expenditure in the period of receipt.

Income from charitable activities is recognised on an accruals basis.

In accordance with the Charities SORP (FRS 102) due to the extremely wide variety of skills provided to the Arboretum by its volunteers, it is not possible to quantify the value, consequently no income is recognised in respect of general volunteer time received - information on volunteer contributions is disclosed in the Trustees’ Report on page 9.

18

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

1 Accounting policies (continued)

Expenditure

Expenditure is recognised on an accruals basis once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required, and the amount of the obligation can be measured reliably.

Expenditure is classified under the following activity headings:

Raising funds – includes costs incurred in generating fundraising income, advertising, and direct mail.

Charitable activities – includes direct costs of operating the charity (including staff costs) and maintaining the grounds and memorials along with the costs of commemorative events held in furtherance of the charitable objectives.

Support costs – are those functions that assist the work of the charity but do not directly undertake charitable activities. Support costs include back-office costs, premises costs and governance costs. These costs are allocated between the cost of raising funds and expenditure on charitable activities. The bases of cost allocation are set out in note 9.

Fund Accounting

The charitable company holds the following funds:

Restricted funds represent grants, donations, legacies and appeal monies received which are allocated in accordance with the donors instructions for specific purposes and are expendable only in accordance with the donor’s wishes.

Designated funds represent funds set aside for the net book value of completed fixed assets relating to grounds, buildings and supporting infrastructure.

General funds are expendable at the discretion of the Trustees in the furtherance of the objects of the charitable company.

Maintenance endowments are expended in line with the terms of their respective donation agreements.

Taxation

The charitable company is a registered charity and has no liability to corporation tax on its charitable activities under the Corporation Tax Act 2010 (chapters 2 and 3 of part ii, section 466 onwards) or section 256 of the Taxation for Chargeable Gains Act 1992, to the extent surpluses are applied to its charitable purposes. The activities of the charitable company’s wholly owned trading subsidiary are subject to corporation tax; however all profits are paid to the charitable company by way of gift aid.

Tangible fixed assets and depreciation

i) Tangible assets

Tangible Assets are included at acquisition cost less depreciation. The capitalisation threshold is £20,000. Land held on long-term lease and landscaping costs to bring the grounds into use are not depreciated. Generally, depreciation is provided on other tangible fixed assets at rates calculated on a straight-line basis over their expected useful lives, the only exception to this is grounds equipment purchased during the 2020 financial year which is depreciated over the term of the Hire purchase/finance lease of 4 years.

financial year which is depreciated over the term of the Hire purchase/finance lease of 4 years.
Long leasehold and ground
improvements		 Longleasehold land and initial landscaping- not depreciated
Ground improvements and drainage - 6.67%
Roadways andpaths - 8.33%
Heritage assets Not depreciated
Visitor facilities and fixtures Buildingand fixtures 2%
Solar Panels 5%
Grounds Equipment under Finance lease 25%
CateringEquipment and External Facilities 20%
Office equipment Office equipment 20%

Depreciation is not provided until an asset is brought into use. Depreciation is then charged over the asset’s economic life based on the percentages above as appropriate. Depreciation is not charged in the year of disposal but is included in the profit/loss on disposal calculation.

Capital projects with a life of more than 1 year are managed via a capital work in progress account. Projects are transferred to fixed assets and depreciated over their economic life once they come into use.

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 the asset’s fair value less any costs of sale and its value in use.

19

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

1 Accounting policies (continued)

Where appropriate gifted land or other property is valued by a RICS qualified surveyor at the market rate prevailing at the point the asset is transferred to the Arboretum.

ii) Heritage assets

The charitable company has capitalised trees held on site for Remembrance value within the financial statements. The trees are managed as part

of the Arboretum ensuring that they are accessible to the public in line with the objectives of the charitable company.

Trees are included at cost as the Trustees deem a valuation policy to be inappropriate. The trees are deemed to have indeterminable lives as they are preserved through ongoing maintenance of the Arboretum and the Trustees do not therefore consider it appropriate to charge depreciation. However, a review for impairment is carried out on an ongoing basis and in the case of any damage, for example as a result of a severe storm or disease, the value of the trees will be adjusted and the impairment recognised in the Statement of Financial Activities.

The Armed Forces Memorial (AFM) is included as a Heritage Asset. Given the significant repairs required to the AFM on acquisition from the Armed Forces Memorial Trust in 2015, and the cost of ascertaining a definitive value through a surveyor’s valuation significantly outweighing any benefit gained due to the unique nature of the asset, the AFM is included in the accounts at the nominal value of £1.

iii) Memorials

Under the current policy issued in 2010 new memorials are built by the commissioning organisation/association who retain ownership. Memorial holders are requested to either pay an annual maintenance charge for the upkeep of the grounds surrounding their memorial or make an upfront maintenance endowment to facilitate the ‘lifetime’ maintenance of their memorial in the event their organisation should cease to exist in the future. These are regarded as expendable endowments and the capital can be used to fund ongoing maintenance costs. All funds received for annual maintenance are included in the tree plaques, benches and paviors income category under income from charitable activities. Lump sum maintenance endowments are recognised under voluntary income and any subsequent expenditure is shown in the cost of charitable activities (endowment).

Prior to the introduction of the policy in 2011, any donations received for memorial construction were credited to income from charitable activities and any unspent balance transferred to endowment funds. These remaining balances will be used to cover maintenance on the specific memorials in the future.

Employee Benefits

The charitable company operates a defined contribution pension scheme. The amount charged to the Statement of Financial Activities in respect of pension contributions and other retirement benefits is the contributions payable in the year. The difference between this and contributions actually paid is shown as either accruals or prepayments in the balance sheet. All costs relate to unrestricted activities.

Financial Instruments

The charity only has financial assets and liabilities that qualify as basic financial instruments. Basic financial instruments are initially valued at transaction value and subsequently measured at their settlement value as follows:

Trade and other debtors are recognised at the settlement amount after any discounts offered. Cash and cash equivalents include cash and other short-term highly liquid investments with a maturity of three months or less from the date of acquisition or opening of the deposit or similar account. Prepayments are valued at the amount prepaid net of any trade discounts due. Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will result in the transfer of funds to a third party and the amount to settle the obligation can be measured reliably. Creditors and provisions are recognised at their settlement value after allowing for trade discounts due.

2 Critical accounting judgements and key sources of estimation uncertainty

In the application of the accounting policies, which are described in note 1, the Trustees are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The Trustees do not consider that there are any critical judgements or sources of estimation uncertainty requiring disclosure that are not already disclosed above.

20

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

Total
General grants
Donations
Gifts in kind
Legacies		 Unrestricted
Restricted
Endowments
2025
2024
£'000
£'000
£'000
£'000
£'000
441
-
338
779
526
-
-
-
-
16
237
-
-
237
188
2,277
876
-
3,153
2,751
2,955
876
338
4,169
3,481
3a
Total
The Royal British Legion - VJ Day 80
Grant in Aid - Armed Forces Memorial
The Royal British Legion - Remembrance
The Royal British Legion - VE Day 80
The Royal British Legion - DDay 80
National Lottery Heritage Fund
Other grants
General grants comprise the following:
Green Spaces Shared Places Grant
Memorial Grant Scheme		 2025
2024
£'000
£'000
122
92
2,250
2,300
400
-
200
-
-
304
35
27
-
6
93
-
53
22
3,153
2,751

Income from general grants includes non-performance-related grants, of which £122,000 are government grants (2024: £92,000). This relates to Grant in Aid funding from the Ministry of Defence. There were no unfulfilled conditions or other contingencies relating to government grant income recognised in the year.

This note provides an analysis of activities specifically undertaken to generate income for the charity. It includes performance related grants for

Armed Forces Day and other commemorative activity, primary purpose trading in the form of tree plaque, inscribed paviors, annual maintenance

of plots and memorials and the recharge of overhead expenses to the Arboretum’s trading subsidiary NMA (Enterprises) Limited.

Performance related grants
Car park
Learning Services
NMA (Enterprises) overhead recharge
Tree plaques / benches/ annual maintenance
Other
Total		 2025
2024
£'000
£'000
10
10
369
317
58
48
394
306
98
86
-
2
929
769

21

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

5 Net income from Trading Subsidiary

The charitable company has a trading subsidiary NMA (Enterprises) Limited, which is a private company registered in England and Wales, of which the registered office is given on page 1. A summary of the trading results is shown below. Audited financial statements will be filed with the Registrar of Companies. NMA (Enterprises) Limited primarily carries out the operation of a retail shop, restaurant and functions.

Assets
Liabilities
Total
Profit before taxation
Taxation
Gross profit
Bank interest
Payment to parent charity under the gift aid scheme
Profit and total comprehensive income for the year
Retained surplus for the year
Retained surplus carried forward
Analysis of income from investments
Gifted from NMA (Enterprises)
Retained earnings brought forward
Net assets
Turnover
Administrative expenses
Cost of sales
Other income
Operating profit before taxation		 2025
2024
£'000
£'000
3,518
3,133
(2,418)
(2,405)
1,100
728
(592)
(458)
508
270
61
55
569
325
569
325
123
18
(123)
(220)
569
123
569
123
1,426
803
(857)
(680)
569
123
2025
2024
£'000
£'000
123
220
122
150
245
370

6 Analysis of income from investments

7 Analysis of expenditure on raising funds

Total
Raising donations, grants &
legacies
Advertising, marketing & direct
mail		 Direct Costs
2025
Support Costs
2025
Total
2025
Direct Costs
2024
Support Costs
2024
Total
2024
£'000
£'000
£'000
£'000
£'000
£'000
5
27
32
55
23
78
739
154
893
644
140
784
744
181
925
699
163
862
Commemorative events
Grounds & memorial upkeep
Visitor operations
NMA (Enterprises) recharge
Total		 Direct Costs
2025
Support Costs
2025
Total
2025
Direct Costs
2024
Support Costs
2024
Total
2024
£'000
£'000
£'000
£'000
£'000
£'000
1,062
129
1,191
719
140
859
550
233
783
511
210
721
928
1,466
2,394
873
1,518
2,391
-
269
269
-
306
306
2,540
2,097
4,637
2,103
2,174
4,277

22

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

9 Analysis of support costs

Governance
Central Management
Administration
Premises
Depreciation
Legal & Professional
Total		 Raising funds
2025
Commemora-
tive
events
2025
Grounds &
memorials
2025
Visitor
operations
2025
Recharged to
NMA
enterprises
2025
Total
2025
£'000
£'000
£'000
£'000
£'000
£'000
8
6
11
47
-
72
40
28
51
220
106
445
33
23
42
183
-
281
95
68
122
530
100
915
-
-
-
457
63
520
5
4
7
29
-
45
181
129
233
1,466
269
2,278

2024 Comparative Analysis of support costs

Governance
Central Management
Administration
Premises
Depreciation
Legal & Professional
Total		 Raising funds
2024
Commemora-
tive
events
2024
Grounds &
memorials
2024
Visitor
operations
2024
Recharged to
NMA
enterprises
2024
Total
2024
£'000
£'000
£'000
£'000
£'000
£'000
13
12
17
85
-
127
33
28
43
220
126
450
29
25
37
180
-
271
88
75
113
552
117
945
-
-
-
479
63
542
-
-
-
2
-
2
163
140
210
1,518
306
2,337

Costs are allocated according to employee headcount for each activity, with the exception of depreciation which is apportioned according to usage of assets.

10 Net income for the year

Net income for the year
2025 2024
Income is after charging: £'000 £'000
Depreciation of owned assets 520 542
Auditor remuneration : Fees payable to the charitable company's auditor for audit of the financial statements 33 30

11 Analysis of staff costs, trustee remuneration and expenses and the cost of key management personnel

The average number of employees was:

Total
Total
Social Security costs
Raising funds
Wages and salaries
Pension costs
Charitable operations
Support
Their aggregate remuneration comprised:		 2025
2024
No.
No.
7
7
40
39
13
10
60
56
2025
2024
£'000
£'000
1,444
1,422
150
123
160
142
1,754
1,687

23

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

11 Analysis of staff costs, trustee remuneration and expenses and the cost of key management personnel (continued)

During the year no severance payments were made (2024:nil).

Total
£70,000 - £80,000
£60,000 - £70,000
The number of employees whose emoluments excluding pension contributions but including benefits in kind		 2025
2024
1
-
1
1
were in excess of £60,000 was:
2
1

The total remuneration (including pension contributions but excluding employer’s National Insurance Contributions) of the key management personnel of the charity for the year totalled £385,000 (2024: £440,000). Total employer’s NIC paid in respect of key management personnel totalled £42,000 (2024: £45,000).

Trustees' remuneration

No Trustees received remuneration during the current or prior year and no expenses were paid to any Trustees during 2025 for expenses (2024: nil).

12 Taxation

The activities of the charitable company are exempt from corporation tax. The activities of the charitable company’s wholly owned trading

subsidiary are subject to corporation tax; however all profits are paid to the charitable company by way of gift aid therefore no tax liability will arise.

13 Irrecoverable VAT

The charitable company was unable to recover £230,000 of VAT for the 2025 financial year (2024: £182,000). This has been allocated back to the individual expenditure categories to which it relates.

14 Tangible fixed assets

At 30 September 2025
Accumulated Depreciation:
Additions
Transfers
At 1 October 2024
At 30 September 2025
At 30 September 2025
Charge for the year
Net Book Value:
Cost:
At 30 September 2024
At 1 October 2024		 Long Leasehold
and Ground
Improvements
Visitor Facilities
and Fixtures
Office Equipment
Assets Under
Construction
Total
£'000
£'000
£'000
£'000
£'000
2,521
22,175
25
492
25,213
-
-
-
79
79
-
-
-
-
-
2,521
22,175
25
571
25,292
1,446
4,195
25
-
5,666
31
489
-
-
520
1,477
4,684
25
-
6,186
1,044
17,491
-
571
19,106
1,075
17,980
-
492
19,547

In 1994 the Arboretum site of 152 acres was gifted by Tarmac Plc on a 999-year lease at a peppercorn rent. Included in the cost of the long leasehold land is land with an ascribed value of £120,000 and landscaping costs to bring the grounds into use at £827,000 which is not depreciated. Further land was gifted to the Arboretum in 2022 with an ascribed value of £178,000. Costs associated with the development of this land will be recognised at cost value as and when works are undertaken.

Following the transfer of assets to the Royal British Legion on 31 March 2026, as described in note 30, the fixed assets will continue to be treated as such under the ownership of the Royal British Legion.

24

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

15 Heritage assets

Heritage assets Heritage assets Heritage assets
Carrying amount at 1 October 2024
Carrying amount at 30 September 2025
Basis of capitalisation		 Trees
Total
At cost
£'000
£'000
403
403
403
403
2025 2024 2023 2022 2021
£'000 £'000 £'000 £'000 £'000
Purchases:
Trees - -
55		 - -
Total Additions - -
**55 **		 - -

Trees are an inherent part of the Arboretum and have been designated Heritage Assets and are not depreciated as described in note 1. These trees are included at cost as the majority have been selected for their symbolic meaning rather than from an arboreal collection perspective. The trees were originally planted as saplings and are now quite mature specimens. In the Trustees’ opinion no provision for impairment is required at this time.

The Armed Forces Memorial is included in the accounts at a deemed cost of £1. This reflects the dilapidated state in which the memorial was transferred to the Arboretum in 2015. The cost of ascertaining a value for the memorial through a surveyor’s valuation significantly outweighs any benefit that will be derived by the organisation. Ongoing repairs and maintenance costs to the memorial were expensed in the year. Following the transfer of assets to the Royal British Legion on 31 March 2026, as described in note 30, the fixed assets will continue to be treated as such under the ownership of the Royal British Legion.

16 Fixed asset investments

The Trustees of the charitable company own the entire issued share capital of two ordinary shares of £1 each at a cost of £2 of NMA (Enterprises) Limited. During the year NMA (Enterprises) Limited gift aided £123,000 profit to the Arboretum (2024: £220,000) and at the end of the year had aggregate reserves of £569,000 (2024: £123,000).

17 Debtors

Total
VAT reclaimable
Amounts owed by subsidiary undertaking
Trade debtors
Prepayments and accrued income
Amount owed by parent		 2025
2024
£'000
£'000
20
49
357
233
436
154
340
120
38
53
1,191
609

Amounts owed by the subsidiary undertaking are non-interest bearing and payable on demand.

18 Cash at hand and in bank

Cash at hand and in bank 2025
2024
£'000
£'000
3,346
3,573
3,346
3,573

25

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

19 Creditors: amounts falling due within one year

Creditors: amounts falling due within one year
Total
Amount owed to parent
Trade creditors
VAT creditor
Hire purchase/ finance lease
HMRC - PAYE and NI
Accruals and deferred income		 2025
2024
£'000
£'000
179
226
28
61
60
45
-
-
-
-
288
191
555
523

The amounts owed to and from parent undertaking are non-interest bearing and repayable on demand.

20 Comparative statement of financial activities

Note
3
4
5
6
7
8
20
Investments:
Net income from Trading
Bank interest
Reconciliation of funds:
Net Movement in Funds
Total funds brought forward
Total income
Charitable activities
Total expenditure
Transfer between funds
Net (expenditure) / income for the year
Other Trading Activities
Raising Funds
Net movement in funds for the year
Retained earnings carried forward
Donations and Legacies
Charitable Activities
Income and Endowments
from:
Expenditure on:		 Unrestricted
Funds
Restricted
Funds
Endowment
Funds
Total
Funds
2024
£'000
£'000
£'000
£'000
2,882
508
91
3,481
769
-
-
769
50
-
-
50
220
-
-
220
35
20
95
150
3,956
528
186
4,670
862
-
-
862
3,720
460
97
4,277
4,582
460
97
5,139
(626)
68
89
(469)
81
(81)
-
-
(545)
(13)
89
(469)
21,360
793
1,925
24,078
(545)
(13)
89
(469)
20,815
780
2,014
23,609

26

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited Notes to the financial statements (continued)

Year ended 30 September 2025

21 Movements on funds

es to the financial statements (continued)
r ended 30 September 2025
Movements on funds
D-Day 80
VE-Day 80
VJ-Day 80
Shot at Dawn fundraiser
Household Division
Total Restricted Funds
Total Unrestricted Funds
Designated Funds Total
Wrens
NMA Memorials & Buildings
Police Service Northern Ireland
Development and Engagement
Total Expendable Endowments
Victims of overseas terrorism
Royal Engineers
Expendable Endowments
The Blues and Royals
Total Charity funds
RLC
Queen’s Green Canopy
National Mining Memorial
RBL Remembrance Glade
Other funds received & fully utilised in year
Royal Army Medical Corp
Post Office
Memorial Woodland/ Queens Green Canopy
Submariners
41 Club
Royal Artillery
Desert Rats
Functions Pavilion
Learning Access Fund
Guards Parachute Association
Royal Military Police
Scouts
Army Air Corp
Durham Light Infantry
British Korean Veterans
Unrestricted Funds
Remembrance Centre
Fixed assets
Basra Wall
Restricted Funds:
Armed Forces Memorial
Designated Funds
Heroes’ Square garden maintenance
Royal Electrical & Mechanical Engineers
Devon & Dorset Regiment
Queens Lancashire Regiment
Royal Ulster Constabulary
Bastion Memorial
Army Apprentices
General Fund
Polish Ex-Combatants		 At 1 October
Income
Expenditure
Transfers
At 30
September
2024
2025
£'000
£'000
£'000
£'000
£'000
1,090
3,916
(4,223)
783
19,118
-
(520)
-
18,598
607
237
-
-
844
19,725
237
(520)
-
19,442
20,815
4,153
(4,743)
-
20,225
819
294
(55)
-
1,058
28
1
(1)
-
28
39
1
(1)
-
39
15
-
(1)
-
14
26
1
(2)
-
25
44
1
(3)
-
42
27
27
(2)
-
52
48
1
(1)
-
48
87
2
(1)
-
88
26
1
(2)
-
25
42
1
(1)
-
42
90
2
(8)
-
84
29
1
(2)
-
28
17
-
(1)
-
16
26
1
(1)
-
26
24
1
(1)
-
24
24
1
(1)
-
24
36
1
(2)
-
35
19
-
(1)
-
18
27
1
(1)
-
27
26
1
(1)
-
26
23
1
(1)
-
23
53
1
(3)
-
51
56
42
(5)
-
93
38
1
(2)
-
37
20
-
(1)
-
19
31
1
(2)
-
30
84
2
(4)
-
82
28
1
(1)
-
28
22
1
(1)
-
22
37
1
(2)
-
36
103
2
(5)
-
100
2,014
392
(116)
-
2,290
510
146
(115)
-
541
130
-
-
-
130
34
-
-
-
34
82
-
-
-
82
-
25
-
-
25
24
-
-
-
24
-
-
-
-
-
-
400
(399)
-
1
-
200
(189)
-
11
-
128
-
-
128
780
899
(703)
-
976
23,609
5,444
(5,562)
-
23,491

27

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued) Year ended 30 September 2025

21 Movement of funds (continued)

Separate funds are held for the following purposes:

• Expendable endowments - a number of memorial holders gift monies to the Arboretum for the ongoing maintenance and upkeep of their memorial which is critical to the longevity of the Arboretum as the number of memorials increases. Due to the significant increase in take up of the scheme only endowments of over £20,000 are separately disclosed all others are included under the NMA memorials and building category.

• VE and VJ-Day 80 - funding was received from The Royal British Legion and allocated for the VE and VJ-Day 80 Remembrance Events at the National Memorial Arboretum.

Note: Expenditure of restricted funds for items which are subsequently capitalised will result in a transfer from restricted to unrestricted funds as the items capitalised are subsequently used for general purposes.

22 Comparative movement on funds

General Fund
Queens Lancashire Regiment
Development and Engagement
Fixed assets
Designated Funds Total
Total Unrestricted Funds
Expendable Endowments:
Designated Funds
Heroes’ Square garden maintenance
Royal Electrical & Mechanical Engineers
NMA Memorials & Buildings
Basra Wall
Army Apprentices
Durham Light Infantry
Royal Engineers
Police Service Northern Ireland
Victims of overseas terrorism
The Blues and Royals
Wrens
Royal Military Police
Royal Ulster Constabulary
Unrestricted Funds:
Devon & Dorset Regiment
British Korean Veterans
Polish Ex-Combatants
Bastion Memorial
Guards Parachute Association		 At 1 October
Income
Expenditure
Transfers
At 30
September
2023
2024
£'000
£'000
£'000
£'000
£'000
1,345
3,768
(4,040)
17
1,090
19,596
-
(542)
64
19,118
419
188
-
-
607
20,015
188
(542)
64
19,725
21,360
3,956
(4,582)
81
20,815
732
126
(39)
-
819
28
1
(1)
-
28
38
2
(1)
-
39
15
1
(1)
-
15
27
1
(2)
-
26
45
2
(3)
-
44
27
2
(2)
-
27
47
2
(1)
-
48
84
4
(1)
-
87
27
1
(2)
-
26
41
2
(1)
-
42
93
5
(8)
-
90
29
2
(2)
-
29
17
1
(1)
-
17
25
2
(1)
-
26
24
1
(1)
-
24
24
1
(1)
-
24
36
2
(2)
-
36
19
1
(1)
-
19

28

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

22 Comparative movement on funds (continued)

Expendable Endowments (continued)

D-Day 80
VE-Day 80
VJ-Day 80
Submariners
41 Club
Household Division
Remembrance Centre
Functions Pavilion
NLHF
Memorial Woodland/ Queens Green Canopy
Scouts
National Mining Memorial
RBL Remembrance Glade
Royal Army Medical Corp
Post Office
Army Air Corp
Desert Rats
RLC
Queen’s Green Canopy
Restricted Funds
Royal Artillery
Other funds received & fully utilised in year
Shot at Dawn fundraiser
Total Restricted Funds
Total Charity funds
Total Expendable Endowments
AFM		 27
1
(1)
-
27
26
1
(1)
-
26
23
1
(1)
-
23
53
3
(3)
-
53
56
3
(3)
-
56
38
2
(2)
-
38
20
1
(1)
-
20
31
2
(2)
-
31
84
4
(4)
-
84
28
1
(1)
-
28
21
1
-
-
22
37
2
(2)
-
37
103
5
(5)
-
103
1,925
186
(97)
-
2,014
484
119
(93)
-
510
130
-
-
-
130
34
-
-
-
34
145
1
-
(64)
82
-
27
(20)
(7)
-
-
66
(42)
-
24
-
304
(304)
-
-
-
-
-
-
-
-
-
-
-
-
-
11
(1)
(10)
-
793
528
(460)
(81)
780
24,078
4,670
(5,139)
-
23,609

23 Analysis of assets and liabilities between funds

Current liabilities
Fixed assets
Total
Current assets		 Unrestricted
Funds
Designated
funds
Restricted
funds
Endowment
funds
Total
2025
£'000
£'000
£'000
£'000
£'000
911
18,598
-
-
19,509
427
844
976
2,290
4,537
(555)
-
-
-
(555)
783
19,442
976
2,290
23,491

24 Comparative analysis of assets and liabilities between funds

Fixed assets
Current liabilities
Total
Current assets		 Unrestricted
Funds
Designated
funds
Restricted
funds
Endowment
funds
Total
2024
£'000
£'000
£'000
£'000
£'000
832
19,118
-
-
19,950
781
607
780
2,014
4,182
(523)
-
-
-
(523)
1,090
19,725
780
2,014
23,609

29

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

25 Employee retirement benefits

The charitable company operates a defined contribution scheme for all qualifying employees. The charitable company's contribution to the scheme in the year was £160,000 (2024: £142,000). Outstanding amounts to be paid into the scheme at the year-end were nil (2024: £nil).

26 Related party transactions

The charitable company received payment of £269,000 (2024: £306,000) from NMA (Enterprises) to cover the cost of operational overheads incurred on its behalf.

Payments totalling £123,000 were received from NMA Enterprises under gift aid during the year relating to the 2024 surplus (2024: £220,000).

The company received a general remembrance grant of £2,250,000 (2024: £2,300,000) from its parent charity the Royal British Legion and a further £600,000 towards VE and VJ day-80 commemorations. (2024: £2,300,000 was received for general remembrance grant and £310,000 for D-Day80 commemorations).

No Trustee received payment for professional services or other services provided to the charity during the year (2024: £nil).

There were no donations received from Trustees during the year (2024: £nil).

27 Cash flow statement

Instant access working capital
Notice deposits
Other cash balances
b) Analysis of Cash and cash equivalents
Donations of endowment
c) Analysis of change in net debt
Cash
Finance leases
Total
Net income/ (expenditure) for the year
Cash generated by operating activities
Depreciation charges
(Increase) /decrease in debtors
Increase in creditors
Adjustments for:
Interest payable
Interest receivable
Operating cash flow before movement in working capital		 2025
2024
£'000
£'000
(118)
(469)
(122)
(150)
-
1
520
542
(338)
(91)
(58)
(167)
(582)
185
32
88
(608)
106
2025
2024
£'000
£'000
1,775
339
-
275
1,574
2,959
3,349
3,573
At 1 October
Cash-flows
At 30
September
2024
2025
£'000
£'000
£'000
3,573
(227)
3,346
-
-
-		 2025
2024
£'000
£'000
(118)
(469)
(122)
(150)
-
1
520
542
(338)
(91)
(58)
(167)
(582)
185
32
88
(608)
106
2025
2024
£'000
£'000
1,775
339
-
275
1,574
2,959
3,349
3,573
3,573
(227)
3,346

30

Docusign Envelope ID: 76F0A76B-B6FC-41AF-9A02-F57BD6B85C45

The National Memorial Arboretum Company Limited

Notes to the financial statements (continued)

Year ended 30 September 2025

28 Ultimate parent undertaking

The Royal British Legion (Registered Charity number 219279) is the charitable company’s immediate and ultimate parent undertaking and ultimate controlling party. The parent undertaking of the smallest and largest group which includes the company for which the group accounts are prepared is The Royal British Legion. The consolidated financial statements of The Royal British Legion can be obtained from the charity’s registered office at 199 Borough High Street London, SE1 1AA. The accounts of the Arboretum’s trading subsidiary NMA Enterprises Limited (Company number 04259701) can be obtained from Companies House.

29 Post balance sheet event

On 12th January 2026 £3,000 was received from NMA Enterprises under gift aid, towards the remaining surplus relating to the 2025 financial year. A second payment of £566,000 was received on 31st March 2026, being the balance of the 2025 surplus. (2024: the remaining surplus of £123,000 from the 2024 financial year was paid 9th January 2025)

On 31 March 2026 the charity transferred its trade and net assets to its parent charity The Royal British Legion. As the trustees do not have charitable plans following the transfer of trade and assets the charity has become inactive.

31