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2024-03-31-accounts

ANNUAL REPORT

& FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2024

Company No. 03290459 Charity No. 1059662

MIDDLEPORT

TRUSTEES

Harry Wardill (Chair) Alison Beardsley Manuela Bellè Amelia Bright Amanda Brooke (resigned 30 November 2024) Samuel Burns (appointed 19 September 2024) Miranda Goodby (appointed 19 September 2024) Brian Harris (resigned 5 April 2023)

Ros Kerslake Simon Lakin Stephen Musgrave (resigned 6 September 2023)

The Trustees are the directors of the company for the purposes of the Companies Act 2006.

FOUNDING PATRON

HM King Charles III

CHIEF EXECUTIVE

Dr Alasdair Brooks

COMPANY SECRETARY

Dave Poulsom

REGISTERED OFFICE

Middleport Pottery Port Street, Stoke-on-Trent, ST6 3PE

INDEPENDENT AUDITOR

Crowe UK LLP

Black Country House, Rounds Green Road, Oldbury, West Midlands, B69 2DG

BANKERS

NatWest Bank Cavell House, 2a Charing Cross Road, London. WC2H 0NN

WEBSITE

www.re-form.org

CHAIR’S INTRODUCTION 2
ABOUT THE CHARITY 3
Our Mission Statement
Our Sites
TRUSTEES’ REPORT 4
Introduction
New Strategic Plan Objectives:
Charity Goals
Heritage Development Trust Status		 Heritage Development Trust Status
National Lottery Resilience Grant
GOVERNANCE 9
Approach to Fundraising
Public Benefit
Sustainability Policy
FINANCE 11
AUDITOR’S REPORT 14
FINANCIAL STATEMENTS 18
NOTES TO THE ACCOUNTS 22

1.

CHAIR’S INTRODUCTION

“This has been a significant year for Re-Form Heritage, becoming the heritage development trust for Stoke-on-Trent under the new Architectural Heritage Fund and National Lottery Heritage Fund initiative. This is a milestone in Re-Form Heritage’s history, putting the charity on a trajectory of growth that will expand our reach across the city, utilising heritage to support communities and regenerate places.

Harry Wardill Chair of Trustees

Through operating Middleport Pottery and regenerating the Harper Street terraces, we have experience of both running and developing heritage sites in Stoke, and that is the foundation we are now building on as we move into this next phase. Growing the partnerships that we have already established, from the Council to community groups, is fundamental to the success of this expansion, alongside the leadership and investment that the Architectural Heritage Fund is providing during the formation of the Trust.

In addition, the National Heritage Lottery Fund’s resilience grant has made a massive impact this year enabling us to both strengthen the team, as well as laying the groundwork for improvements across our environmental footprint, visitor experience, events offer and fundraising. This all helps to improve our offer at Middleport, and strengthen the financial resilience of the organisation.

Re-Form Heritage is able to make the most of the opportunities that lie ahead, and deal with the challenges that present themselves, due to the hard work and dedication of our management team, staff and volunteers, led by Alasdair Brooks, and supported by our Trustees. We have also managed to grow our Patron support this year, which is vital alongside our grants, and this is something we are looking to focus on further over the coming year.

This is an exciting time to be part of Re-Form Heritage!”

Harry Wardill Chair of Trustees

2.

ABOUT THE CHARITY

Re-Form Heritage (the Charity) specialises in revitalising communities through the regeneration of their historic buildings. We restore heritage buildings at risk of decay and demolition where the resurgence of an existing use, or the creation of a new life and purpose, will have a beneficial effect on the local community.

Re-Form Heritage supports community development through the regeneration of heritage sites of significant importance, identifying and delivering a unique business model for each site, which delivers a long-term benefit to surrounding communities. The Charity was originally part of the Prince’s Regeneration Trust, achieving its independence in 2016. In December 2023, the Charity was appointed the heritage development trust for Stoke-on-Trent with support from the Architectural Heritage Fund, the National Lottery Heritage Fund, Stoke-on-Trent City Council, and Historic England.

~~ee~~ OUR MISSION STATEMENT

OUR MISSION STATEMENT

Our vision is to be the UK's leading specialist organisation for the restoration and rejuvenation of industrial and commercial heritage buildings at risk, and, through a sustainable business case, and operational delivery, breathe new life into these assets and help drive the regeneration of the local community.

OUR SITES

Middleport Pottery, located on the Trent and Mersey Canal, is one of the most significant ceramics heritage sites in Europe, and is the last continuously operating Victorian pottery in Stoke-on-Trent, the traditional home of the English ceramics industry. The factory was built by the Burgess & Leigh company (Burleigh) in 1888, and remains home to Burleigh and their iconic pottery range. Supported by public and private funding, the Charity acquired the Grade II*-listed Middleport Pottery in 2011 and undertook sensitive remodelling and renovation. The site opened to the public in 2014 as a heritage visitor attraction and creative business centre and has won numerous awards including a Europa Nostra Award for Conservation. As a result of the regeneration of the pottery, 50 jobs were saved; a further 70 jobs have been created and Burleigh production continues using traditional hand manufacturing skills. The pottery also includes a heritage visitor centre, creative studio space, a ceramics college, and a canalside café. The site is supported by a team of volunteers who lead tours and support visitors to understand and enjoy the history of Middleport Pottery, as well as supporting collections research and the delivery of learning visits and events.

Harper Street is a terrace of eleven former pottery workers’ houses opposite Middleport Pottery; Re-Form Heritage completed the regeneration of the terrace in the summer of 2022. The terrace, which had been derelict for many years, sits within a conservation area of “outstanding industrial archaeological importance”. The Charity has provided a sustainable future for this historically significant street by restoring the terrace, delivering a new heritage attraction interpreting daily life in the Potteries in the 1950s, and including additional creative studio space, a new home for the Burleigh archive, and a community hub for Middleport Matters. This will further drive economic and social regeneration alongside heritage regeneration.

The Grade I-listed Old Duchy Palace in Lostwithiel, Cornwall is over 700 years old. It once formed part of a much larger complex central to the management of the Duchy of Cornwall and the county's internationally significant tin industry. Following a sensitive restoration, the building was opened by Their Royal Highnesses the Duke and Duchess of Cornwall. Re-Form Heritage's project partner, the Cornwall Buildings Preservation Trust, runs the day-to-day operation of the building on a long-term lease.

3.

TRUSTEES’ REPORT

INTRODUCTION

The Trustees have the pleasure of presenting the report and accounts for the year ended 31 March 2024.

There are three core areas that have guided our activity over the last year. This is the first annual report to entirely fall under the new five-year strategic plan for 2023-27 written by Chief Executive Alasdair Brooks, as approved by the Board of Trustees in December 2021, setting new five-year post-lockdown goals for the Charity. This is also the first annual report since the Charity was appointed the heritage development trust for Stoke-on-Trent in December 2023. Finally, site-specific activity at Middleport Pottery and Harper Street has been influenced by the £250k resilience grant received from the National Lottery Heritage Fund. These important developments have Inevitably had a significant impact on the Charity’s work.

NEW STRATEGIC PLAN OBJECTIVES: CHARITY GOALS

In February 2022, the Board approved a new strategic plan drafted by incoming Chief Executive Alasdair Brooks. A key goal of the new plan is to set out a broader strategy for the growth of Re-Form Heritage as a charity rather than focus primarily on goals for specific sites, or to mix goals for the charity alongside goals for the individual sites.

The new goals for the charity for 2023-2027 are as follows:

1) Follow a regional model for expansion in the period 2023-2027.

Following the appointment of the Charity as the heritage development trust (HDT) for Stoke, this goal was revised. The capacity and project funding from the Architectural Heritage Fund and National Lottery Heritage Fund is contingent on the Charity only pursuing heritage regeneration opportunities within the local authority of Stoke-on-Trent. At the first Board of Trustees meeting after gaining HDT status, the board voted to favour a local Stoke-focused strategy over a regional West Midlands Strategy. The strategic plan has been revised accordingly.

2) Aim to bring at least 2 more sites under its ownership, and to have begun regeneration work on these new sites by the end of this period.

The Charity is now actively pursuing opportunities at three sites, and since the end of the 2023-24 financial year has received a project viability grant from the AHF for one site, and a project development grant for two other sites following discussions with stakeholders that began before the end of the financial year. More detail is provided in the heritage development trust section, below.

3) Ensure that all sites are financially sustainable: new sites should show an operating profit by year 4 of ownership; existing sites should show an operating profit across the five-year period.

The financial climate in the 2022-23 financial year proved exceptionally challenging. The combination of changes in post-lockdown visitor behaviour, a four-fold increase in energy costs, a decline in Burgess & Leigh retail income, and a significant rise in inflation have had a negative impact on Middleport Pottery and Harper Street, and the sites were operating at a loss. The executive decided in January 2023 to apply for a National Lottery Heritage Fund resilience grant as a direct response to these challenges. The grant application was submitted on 19 April 2023, and we were awarded £249,962 in May 2023 to support to build long-term operational and financial resilience for Middleport Pottery and Harper Street in the challenging economic climate. Significant strides have been taken in establishing longer-term resilience for the sites and charity under this grant programme; more details are provided in the Lottery grant section further below.

4.

TRUSTEES’ REPORT

4) Maintain cash backed unrestricted reserves to cover 15% of turnover.

Despite significant progress towards financial resilience under the Lottery grant and capacity funding from both the AHF and Historic England, this continues to be a challenge. Free Reserves are currently at 29% of where they should be under the Charity’s reserves policy.

5) Set science-based net zero carbon targets as an integral part of planning for the regeneration of new sites, and develop and begin to implement net zero carbon plans for existing sites by the end of this planning period.

The Lottery resilience grant incorporated a review of energy and maintenance costs and delivery at Middleport Pottery. While activity will be taking place in the 2024-25 financial year, we are currently looking to implement some of the recommended improvements (detailed below). Net zero targets will be built into any planning for new sites take on under heritage development trust status.

6) Build community engagement outcomes into planning for all new sites, and set community engagement goals for existing sites.

Community engagement exercises will form a central part of any sites taken on in the 2024-25 financial year, and funding for community engagement was included in additional HDT capacity funding support from Historic England. Community engagement was also embedded into the evaluation process we have used as part of the Lottery grant.

7) Grow patron and other philanthropic donations to £200,000 a year by 2028.

The Charity raised £54,600 via these revenue streams in the 2023-24 financial year. This is an encouraging start, but staff are alert to the need to continue to increase the success of this area to meet longer-term strategic targets.

8) Ensure that all new staff posts and reorganisation of existing staff are clearly justified through implementation of this strategic plan; all new sites to be operated by Re-Form Heritage will have a clear site-specific staff plan integrated into costs and 9) Ensure that other administrative reforms are directly tied to delivery of this strategic plan.

These goals are combined here as they are closely related. They continue to guide thinking on HR and administration. The Lottery grant application, for example, clearly tied the creation of fixed-term staff posts and operational delivery of the grant to the overall strategic plan, while the two new posts created under heritage development trust capacity support are directly tied to facilitating bringing new sites under our remit, in line with strategic plan goals.

5.

TRUSTEES’ REPORT

HERITAGE DEVELOPMENT TRUST STATUS

The Charity’s recognition as the heritage development trust (HDT) for Stoke-on-Trent by the Architectural Heritage Fund, National Lottery Heritage Fund, Stoke-on-Trent City Council, and Historic England was the single most important strategic development for Re-Form Heritage in the 2023-24 financial year.

On 26 May 2023, the Architectural Heritage Fund and National Lottery Heritage Fund announced a new programme to set up 12 new heritage development trusts across the United Kingdom. Re-Form Heritage was subsequently invited to submit an expression of interest to the programme. On 14 July 2023 the Charity was invited to move to full application. We submitted our application on 15 September, and found out we were successful in mid-December. The AHF received 122 expressions of interest. These were reduced to a final shortlist of 23 organisations invited to formal application, of which 12 were successful.

The Heritage Development Trusts Capacity Building Programme is a strategic partnership between the Architectural Heritage Fund and the National Lottery Heritage Fund, providing resources to charities to make a positive and lasting impact on heritage in their areas. Organisations selected as heritage development trusts are being supported to become active delivery partners in place-based built heritage regeneration initiatives.

The programme is providing funding and capacity building support to heritage development trusts operating in locations of need and potential across the UK, joining an existing pilot group of 7 heritage development trusts in England.

As one of 12 new heritage development trusts, Re-Form Heritage is receiving a package of funding to help it scale up its operations to acquire and redevelop a pipeline of local historic buildings. The Charity can also apply for grants to support early project development, and will be given guidance from consultants and mentors to develop its skills and knowledge alongside peer-to-peer support to expand their reach and influence.

Re-Form Heritage now has access to the following support via a share of this new £5 million fund empowering communities to breathe new life into their disused and at-risk historic buildings:

The Charity was subsequently successful with a further application for capacity funding to Historic England (HE) for an additional £139,648 under the Funding for Capacity building programme. This grant is specifically for support of heritage development trust growth, and included funding to expand the Heritage Officer post to a three-year full-time position and for delivery of community engagement.

The AHF and HE funding does not, however, include capital and project delivery funding for the delivery of regeneration projects resulting from our heritage development trust status. Re-Form Heritage will continue to undertake separate grant and fundraising initiatives to support this work.

6.

TRUSTEES’ REPORT

The goal of the AHF programme is to support the new trusts in kick-starting operationally and financially sustainable delivery of a pipeline of heritage regeneration in specific regions/cities by offering capacity support to those organisations, with a hope that this will also support economic and social regeneration in areas traditionally underserved by heritage regeneration opportunities. This is entirely in line with the current Re-Form Heritage mission to combine heritage regeneration with economic and social regeneration.

There is no specific expectation or template of what form an AHF-appointed heritage development trust should take. While the Charity will be expanding its activities under this programme, and will continue to be accountable to funders, this is an expansion of activity under existing governance structures in line with Re-Form Heritage’s strategic goals, and not a radical transformation of the Charity.

There is a strong expectation of local authority and local community involvement in the HDT process, but there is no specific template for the form this might take, nor are the AHF dictating an approach; it is up to the organisations, the relevant local authorities, and community partners to collaborate in building these relationships.

Re-Form Heritage does not intend to supplant existing heritage bodies in Stoke. The expectation of both the AHF and the Charity is that we will work in partnership with existing heritage stakeholders, community partners, and local businesses to jointly benefit the city’s heritage.

The Re-Form Heritage Board of Trustees is increasing Stoke community representation on the Board to reflect its new status as the heritage development trust for Stoke-on-Trent. While there is a recognition from our partners and funders that the existing Re-Form Board has welcome national expertise across a range of relevant sectors, the Board strongly welcomes increasing local representation.

Ultimately, the AHF programme – with the Lottery’s backing – is designed to prompt and encourage action over heritage regeneration while also trying to ensure the longer-term development of operational and financial sustainability alongside delivery.

NATIONAL LOTTERY RESILIENCE GRANT

On 16 May 2023, Re-Form Heritage received a £249,962 Resilience Grant from the National Lottery Heritage Fund designed to help the Charity build financial resilience for Middleport Pottery. The grant was designed to help address the challenges arising from the post-lockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflation), which were having a significant impact on the financial resilience of both Middleport Pottery specifically, and Re-Form Heritage generally.

The Lottery grant had a particular focus on the site’s learning, heritage interpretation, and energy use offers, though it also included support for the fundraising and wedding programmes. This grant was intended to be the first phase of a two-stage process. The first phase 2023 grant would identify the changes that the Charity would need to implement in order to build long-term resilience for Middleport Pottery, while a subsequent second phase grant would entail a second application to the NLHF to implement longer-term transformational change. The first-phase grant period continues through to October 2024, and work to establish longer-term financial resilience is still ongoing; but the Charity has already seen measurable success in some programmes as a result of the activity undertaken under the 2023 grant.

7.

TRUSTEES’ REPORT

This includes:

Factory tour bookings also show a 45% increase for the financial year 2023-24 compared to the preceding year, thanks to Burleigh agreeing to increase post-Covid capacity, but this is separate from Lottery-led improvements.

The Charity is now planning to submit the second phase grant in the summer of 2024 for an additional £250k support. If successful, this will build on the initial work and consultant recommendations to fund the following:

At present, the Charity intends to apply for separate funding for improvement of the heritage interpretation offer, in consultation with the specialist consultants who supported the first phase review, as initial analysis indicates that the cost of these lies outside the scope of the NLHF small grant programme

8.

GOVERNANCE

Re-Form Heritage is a company limited by guarantee (number 3290459). It is governed by its Memorandum and Articles of Association. Its governing body, the Board of Trustees, is responsible for the Charity’s long-term direction and overall policy. The articles were adopted in December 2016 and amended in October 2022. The Articles provide that there shall be a minimum of three and a maximum of eleven Trustees with each Trustee appointed for a term of up to three years from the adoption of the Articles, after which they must retire at the next following board meeting. A retiring Trustee is eligible for re-appointment. The Articles provide that no Trustee shall serve for more than nine consecutive years, save in exceptional circumstances.

The Trustees, and those who acted during the year, are listed at the start of this report. New trustees are given an induction on the work of the Charity, are briefed on responsibilities and recommended practice as set out in the Charity Governance Code and are encouraged to undertake appropriate training to aid them in undertaking their role. The Trustees are recruited for their knowledge and experience of heritage regeneration, charity administration, finance, legal, education, HR matters or commerce. The Trustees meet five to six times a year. The Trustees approve strategy, which is executed by the Re-Form Heritage executive and management team. The Charity has an audit committee to support the Re-Form Heritage Board in its responsibilities for ensuring the adequacy of internal control and governance arrangements. The audit committee is a committee of the Board.

Re-Form Heritage is a charity registered in England and Wales (number 1059662) and a conservation body prescribed under section 38 (4) of the Title Conditions (Scotland) Act 2003.

APPROACH TO FUNDRAISING

In seeking the support of organisations and individuals to pursue its charitable objectives, Re-Form Heritage seeks to develop honest relationships, retain independence, and avoid over-reliance upon any individual funding source. The Charity aims to be professional in its approach to fundraising and commits to comply with the Fundraising Regulator's Code of Fundraising Practice.

The Charity recruited a dedicated National Lottery-funded Fundraising Manager in the 2023-24 financial year in order to further support the growth of its fundraising offer.

Staff leading fundraising activity undertake six-monthly reviews of the Regulator's Code of Fundraising Practice and endeavour to maintain an awareness of changes in fundraising legislation, regulation and best practice. The Charity aims to achieve positive donor experiences and regularly updates donors on the impact of their support. Re-Form Heritage is committed to ensuring that donors can control and influence their relationship with the Charity.

Re-Form Heritage did not receive any complaints from donors or members of the public about its fundraising practice during 2023/2024. Any enquiries or concerns regarding Re-Form Heritage's fundraising practice should be directed to Dr Alasdair Brooks, Chief Executive.

9.

GOVERNANCE

PUBLIC BENEFIT

In setting the Charity’s objectives and planning its activities, the trustees have given careful consideration to the Charity Commission's guidance on public benefit. The Charity's activities clearly relate to its legal objectives of securing heritage buildings, advancing education in heritage buildings and the promotion of regeneration in areas of social and economic deprivation for public benefit. Access to Re-Form Heritage's sites is free of charge, welcoming to all and provides free and charged interpretive and educational content throughout the year. Re-Form Heritage presents high-quality engagement and partnerships to facilitate public involvement and understanding of some of the UK's most important and unique industrial and commercial heritage. Programmes of activity for children and young people at our principal site of Middleport Pottery aim to develop creativity, confidence and pride in a supportive environment. The Charity also works closely with local community groups to help build social and economic regeneration. The above statement demonstrates Re-Form Heritage's compliance with the Charities Act 2006 relating to Public Benefit and Charity Commission Guidance. At present, these goals are focused on Stoke-on-Trent as part of the charity’s newly acquired status as the heritage development trust for the city.

SUSTAINABILITY POLICY

The Charity is committed to observing high environmental standards and has developed a sustainability policy which includes social, economic and environmental policies.

10.

FINANCE

Group incoming resources (including interest receivable) totalled £1,040,923 (2023: £625,559), comprising grants and donations of £370,186 and rental and other income of £670,737. In the year, £1,315,609 (2023: £1,216,182) was spent on charitable expenditure. Net incoming Group resources for the year including depreciation charges of £471,002 were a deficit of £274,686 (2023: deficit £590,623). Net incoming resources when deducted from the opening funds of £7,984,813 left the Group with funds of £7,710,127.

The restricted grants and donations received, together with other substantial grants received in previous years, were used to undertake the renovation of Middleport Pottery and Old Duchy Palace. These grants and donations received appear in the Charity's accounts as income, but the expenditure is capitalised in fixed assets. As a result, the net incoming resources in this and previous years arising from these grants and donations does not reflect disposable income available to the Charity.

RESERVES POLICY AND GOING CONCERN

Total reserves of the Charity at 31 March 2024 amounted to £7,710,127.

The Charity maintains two main types of reserves:

Restricted funds: These occur when income is received by a charity for a purpose specified by the donor and only appropriate expenses may be charged against such income. Specific grants and donations for building preservation projects appear in the accounts as income, but they will only be used in connection with the buildings in respect of which they were granted. This expenditure is capitalised where the Charity has (or is likely to have) an ownership interest in the building and so, as noted above, the net incoming resources in this and future years arising from these grants and donations does not reflect disposable income available to the Charity. At 31 March 2024 the Charity and Group had restricted funds of £7,604,489 (2023: £7,889,586), (note 3).

Unrestricted funds: These arise from income received by a charity where there is no specific purpose specified by a donor. The use of such funds is at the discretion of the Trustees, in accordance with the Charity's objects. Within unrestricted funds the Trustees may from time to time designate some funds for use on a specific project. There were no such designations as at 31 March 2024. At 31 March 2024 the Group had unrestricted funds of £105,638 (2023: £95,227). All surpluses generated by the trading subsidiary are gifted to and are fully available to the Charity. The tangible fixed assets included within unrestricted funds amounted to £74,398 (2023: £79,628).

As an organisation not in receipt of regular statutory funding and currently very dependent on sources of income which are capable of being affected by factors outside the Charity's control, the Trustees believe that the optimum level of free reserves in the future should be sufficient to cover the impact of a loss of fifteen percent of annual income. Free reserves at 31[st] March 2024 were £31,240 which represents 4.31% of annual income (2023 £15,589 2.49%)

As a result of the challenges arising from the post-lockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflation) the Charity made an operating deficit for the year 2023. This resulted in a net decrease in unrestricted free reserves to less than the optimum level of free reserves needed to cover the impact of a loss of fifteen percent of annual income. The surplus in 2024 has improved the position and forecasts for 2025 and 2026 indicate further improvement is expected by 31 March 2026.

Over 50% of the Charity’s unrestricted operating income is derived from visitordriven sources and in this context there will always be a risk to the Charity of not achieving forecast visitor attendance and associated sales revenue. Early in 2023,

11.

FINANCE

the charity applied for and was successful in securing a National Lottery Heritage Fund (NLHF) Resilience Grant in order to mitigate this risk and strengthen the long term operational and financial sustainability of Middleport Pottery and Harper Street. The charity was delighted to be awarded £249,962 by the Heritage Fund in May 2023, with funding beginning in June 2023 and running through to October 2024. The activities funded by the grant review all aspects of the Middleport Pottery heritage offer and its associated visitor driven income as well as covering the first year’s costs of establishing a pipeline of philanthropic giving.

The Trustees have considered these factors when considering the Charity’s ability to continue as a going concern and have concluded that it is appropriate to prepare the Financial Statements on the going concern basis. They do, however, acknowledge that if the growth in visitor numbers does not reach the forecast levels in the future it increases the pressure on the level of non-committed free unrestricted cash funds available to meet operational requirements and accept that this constitutes material uncertainty over the Charity’s ability to continue as a going concern as it is currently outlined in its strategic plan.

RISK MANAGEMENT AND PRINCIPAL RISKS

The Trustees have examined the major strategic, business and operational risks which the Charity faces, and are satisfied that appropriate systems have been established to seek to identify and manage these risks. It is recognised that systems can only provide reasonable but not absolute assurances that major risks have been adequately managed.

The Trustees consider that the principal risks facing the Charity are:

The Charity maintains a risk register to record all risks and mitigation measures in place and each risk is assigned an owner to oversee individual risk management. The risk register is reviewed by the Trustees when the risk profile is identified as changing or at least annually.

GROUP COMPANIES

Re-Form Heritage has a trading subsidiary, Re-Form Heritage Trading Ltd. This company was established to run commercial activities at Middleport Pottery. All profits of Re-Form Heritage Trading Ltd are gifted to Re-Form Heritage.

PAY POLICY FOR SENIOR STAFF

The Trustees consider that Dr Alasdair Brooks and Dave Poulsom have been the key management personnel of the Charity, and have been in charge of directing and controlling the Charity on a day-to-day basis. Their remuneration is discussed and approved by the board of Trustees, who ensure that the remuneration packages are appropriate for the size and complexity of the role that each of them undertakes.

12.

FINANCE

TRUSTEES' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Trustees are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. 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 Charity and of the profit or loss of the Charity for that period. In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

~~—_——~~ AUDITOR

Crowe U. K. LLP were appointed as auditors on 12th June 2019.

So far as each of the Trustees of the Charity at the date of approval of this report is aware, there is no relevant audit information (information needed by the Charity's auditor in connection with preparing the audit report) of which the Trust's auditor is unaware. Each Trustee has taken all of the steps that they should have taken as a Trustee in order to make themself aware of any relevant audit information and to establish that the Trust's auditor is aware of that information.

This report has been prepared taking advantage of the exemptions available to small companies under the Companies Act 2006.

Approved by the Trustees and signed on their behalf by:

Date: 13/12/2024

Harry Wardill Chair of Trustees

13.

AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RE-FORM HERITAGE

Opinion

We have audited the financial statements of Re-Form Heritage (‘the charitable company’) and its subsidiary (‘the group’) for the year ended 31 March 2024 which comprise consolidated statement of financial activities, consolidated balance sheet, consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including 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.

Material uncertainty related to going concern

We draw attention to note 1 in the financial statements, which indicates the conditions identified that may cast significant doubt on the Charity’s ability to continue as a going concern. As stated in note 1, these events or conditions Indicate that a material uncertainty exists which may cast significant doubt on the Charity’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.

Other information

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

14.

AUDITOR’S REPORT

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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report included within the trustees’ report.

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

Responsibilities of trustees

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

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

15.

AUDITOR’S REPORT

We obtained an understanding of the legal and regulatory frameworks within which the charitable company and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, the Charities Act 2011 together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s and the group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation (GDPR), Health and Safety and Employment legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any.

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.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

report.

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 identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

14. 6

AUDITOR’S REPORT

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within the timing of recognition of income and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Audit Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, designing procedures over income, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission and reading minutes of meetings of those charged with governance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Helen Blundell LLB FCA FCIE DChA (Senior Statutory Auditor) For and on behalf of

Crowe U.K. LLP Statutory Auditor Black Country House Rounds Green Road Oldbury West Midlands B69 2DG

Date: 20 December 2024

15. 7

FINANCIAL STATEMENTS Re-Form Heritage Corni)any Number 03290459 Consolidated Statement of Financial Activities ncorporating the Consolidated Income and Expenditure Account) For The Year Ended 31st March 2024 Group Restricted Funds Unrestricted Funds Total 2024 Total 2023 Notes INCOME Grants and donations Rental and other activities Admissions and tours Café Sales Events and hires Souvenir sales Investment income 54,600 300,033 73,066 202,113 70,365 24,509 651 315,586 370,186 300,033 73,066 202,113 70,365 24,509 651 22,245 288,913 76,498 157,330 54,276 26,142 155 Total income 725,337 315,586 1.040,923 625,559 EXPENDITURE Expenditure on charitable activities Other operating costs 457,483 257,443 600,683 1.058,166 257,443 976,388 239,794 Total expenditure 714,926 600,683 1,315,609 1,216,182 NET INCOMEI(EXPENDITURE) 10,411 (285,097) (274,686) (590,623) Taxation 24.174 Net Movement in Funds 10,411 (285,097) (274,686) (566,449) Funds brought forward at 1 April 95,227 7,889,586 7,984,813 8,551,262 Funds carried fO￿ard at 31 March 105,638 7.604,489 7,710.127 7,984,813 All amounts related to continuing operations. This statement includes all gains and losses recognised in the year. The notes on pages 22 to 35 form part of these financial statements. 18.

FINANCIAL STATEMENTS Re-Form Heritage Company Number 03290459 Statement of Finallcial Activities (Incorporating the Income and Expenditure Account) For The Year Ellded 31st March 2024 Charity Unrestricted Restricted Funds Funds Total 2024 Total 2023 Notes INCOME Grants and donations 54,600 315,586 370,186 22,245 Income from charitable aGtivities Rental and other income 407.608 407.608 407,599 Investment income 651 651 155 Total income 462,859 315,586 778,445 429,999 EXPENDITURE Expenditure on charitable activities 457.483 600.683 1,058.166 1.125,989 Total expenditure 457,483 600,683 1,058,166 1,125,989 NET INCOMEI(EXPENDITURE) 5,376 (285,097) (279,721) (695,990) Taxation 24,174 Transfers Net Movement in Funds 5.376 (285.097) (279,721) (671,816) Funds brought forward at 1 April 107.370 7,889.586 7,996.956 8.668,772 Funds carried fO￿ard at 31 March 112,746 7,604,489 7,717,235 7,996,956 All amounts related to continuing operations. This statement includes all gains and losses recognised in the year. The notes on pages 22 to 35 form part of these financial statements. RE.FQRM 19.

FINANCIAL STATEMENTS Re-Form Heritage Company Number 03290459 Balance Sheets at 31st March 2024 Group 2024 Charity 2024 Notes 2023 2023 Fixed assets: Tangible fixed assets Heritage assets Investments 21.304 7,867,335 24,296 8.275.561 21,304 7,867,335 24,296 8,275,561 5b 7.888,639 8,299,857 7,888,640 8,299,858 Current assets: Stock Debtors Cash at bank and in hand 9.857 210,144 122.666 8,561 137,298 48,856 7,019 226,214 56,209 5,719 132,633 25,590 342,667 194,715 289,442 163,942 Current liabilities: Creditors.. amounts falling due within one year 10a 175.646 153,680 115.314 110,765 Net current assets l (liabilities) 167.021 41,035 174,128 53,177 Creditors-. amounts falling due after more than one year 10b 345,533 356,079 345,533 356,079 Total net assets 7.710,127 7,984,813 7,717,235 7,996,956 The funds of the charity Restricted funds Unrestricted funds 7,604,489 105.638 7.889.586 95,227 7,604,489 112.746 7,889,586 107.370 Total charlty funds 7.710.127 7.984,813 7.717.235 7,996,956 These accounts have been prepared in accordance with the special provisions of the Companies Act relating to small companies. The notes on pages 22 to 35 fomi part of these financial statements. Approved by the board on 1311212024 and signed on their behalf by= H Wardill 20.

FINANCIAL STATEMENTS Re-Form Herltage Company Number 03290459 Consolidated Cash Flow Statement For The Year Ended 31st March 2024 Group 2024 Notes 2023 Cash flows from operating activities Net cash provided by (used in) operating acts.v￿.eS 12 146.661 {119.487} Cash flows from investing activities 146.661 (119,487) Purchase of heritage assets Purchase of tangible assets (56.702) (3,082) (8.956) (8,558) Net cash provided by (used in) investing activities 86,877 (137.001) Cash flows from financing activities Loan repaynents Cash inflows from new borrowing (13.067) (84,477) Net cash provided by (used in) financing activities 73,810 (221,478) Change in cash and cash equivalents in the reporting period Cash and cash equivalents at the beginning of the reporting period Cash and cash equivalents at the end of the reporting period 48,856 122,666 73,810 270.334 48,856 (221,478) The notes on pages 22 to 35 form part of these financial statements. RE.FQRM 21.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Iyotes to the Accounts For The Year Ended 31st March 2024 Accounting Policies Company infomiation Re-Form Heritage is a company limited by guarantee and registered in England and Wales, registration number 3290459. and a registered chartty number 1059662. The registered office is Middleport Pottery, Port Street, stoke-on-Trent ST6 3PE. Basis of preparation of financial statements The financial statements have been prepared in accordan￿ wrth Accounting and Reporting by Charities- Statement of Recommended Practs'ce applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective January 2015) - (Charities SORP (FRS102)) and the Companies Act 2006. Re-Form Heritage meets the definition of a public benefit entity under FRS102_ Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accountsng policy note. Basis of consolidation The group financial statements consolidate the financial statements of Re-Fom Heritage and all its subsidiary undertakings drawn up to 31 March each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govem the financial and operating policies of the investee so as to obtain benefit from its activtties. Investments In the parent company financial statements. investrnents in subsidiaries are accounted for at cost less impairment. Going GonGern As a result of the challenges arising from the post4ockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflation) the Charity made an operating deficit for the year 2023. This resulted in a net decrease in unrestricted free reserves to less than the optimum level of free reserves needed to cover the impact of a loss of frfteen percent of annual income. The unreslricted free reserve surplus in 2024 has improved the poSit￿n and forecasts for 2025 and 2026 indicate further improvement is expected by 31 March 2026. Over 500/0 of the Charitls unrestricted operating income is derived from visrtor-driven sources and in this context there will always be a risk to the Charity of not achieving forecast visitor attendance and associated sales revenue. Early in 2023, the charity applied for and was suc(*ssful in securing a National Lottery Heritage Fund (NLHF) Resilience Grant in order to mttigate this risk and strengthen the long term operational and financial sustainability of Middleport Pottery and Harper Street. The charity was delighted to be awarded £249,962 by the Heritage Fund in May 2023, with funding beginning in June 2023 and running through to October 2024. The activitses funded by the grant review all aspects of the Middleport Pottery heritage offer and its associated visitor dnven income as well as covering the first year's costs of establishing a pipeline of philanthropic giving. The Trustees have considered these factors when considering the Charitys ability to continue as a going concern and have conduded that it is appropriate to prepare the Financial Statements on the going concern basis. They do, however, acknowledge that if the growth in vistlor numbers does not reach the forecast levels in the future it increases the pressure on the level of non-committed free unrestricted cash funds available to meet operational requirements and accept that this constitutes material uncertainty over the Charrtys ability to conkn.nue as a going concem as it is currently outlined in its strategic plan. Critical accounting judgements and estimation uncertainty Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 22.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 Accounting Policies (contd) The Charity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition. seldom exactly equal the related actual results. It is in the opinion of the Trustees that there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Revenue Income is recognised once the Charity has entitlementto income, it is probable that income will be received and the amount of income receivable can be measured reliably. Income from grants and donations is recognised when the cash is received or committed. Income that is received in advance for a future accounting period is deferred. Income from projects is accounted for on the basis of the level of activity completed. Expenditure and allocation of support costs Expenditure is recDJnised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement wll be required and the amount of the obligation can be measured reliably. Support costs and govemance costs are split on a time incurred basis between each of the charitable activities. Stocks Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition. Net realisable value is based on estimated selling price. Debtors Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. Financial instruments and cash and cash equivalents The company only entets into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable_ Cash and cash equivalents is comprised of cash in hand and deposits with financial institutions repayable wthout penalty on notice of not more than 24 hours. Creditors and provisions Creditors and provisions are recognised where the charity has a present oblTrgation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade dis￿Unts due. Tangible assets Tangible fixed assets other than freehold land are stated at cost less depreciation. Depreciation is provided at rates calculated to wrrte off the cost less esb"mated residual value of each asset over its expected useful life. using the reducing balance method as follows" Computer equipment General equipment Improvements to freehold property 250 250 25% Heritage a55et5 Heritage assets acquired as part of the building preservation objects of the Charity are capitalised at cost or, if donated. at valuation on receipt. Cost includes staff costs which are directly attributable to bringing the assets into working condition for their intended use. The threshold for capitalising heritage assets is £25,000. Heritage assets are depreciated over their estimated economic lrfe. The rate used for completed projects is 4 % per annum. The Trustees carry out periodic reviews of the heritage assets held for potential impaiment and a provision is made if the continuing value to the chanty is determined to be lower than the recorded value of the related asset. RE.FQRM 23.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03291)459 Notes to the Accounts For The Year Ended 31st March 2024 Accounting Policies (contd) In accordance with the SORP, inalienable assets have been excluded from the financial statements as reliable cost information is not available and the Chanty CC￿SiderS the cost of obtaining a valuation to be onerous compared wi(h the benefit that could be derived by the users of the financial statements in assessing the Trustees, stewardship of the assets. The inalienable assets of the Charity comprise= Middleport Pottery Collections - these compnse the factory records. pattems and general correspondence, pottery samples, moulds, twls and fumtlure. 2 Analysis of Income and Expenditure Income 2024 Group Unrestricted Restricted Charity Unrestn'cted Restricted Total 2024 Total 2024 Grant income Donation income 3,200 51,400 315,392 194 318.592 51,594 3,200 51,400 315,392 194 318,592 51,594 Total grant and donation income 54,600 315,586 370,186 54,600 315,586 370,186 Middleport Pottery trading Old Duchy Palace trading Total income from charitable activities 668,086 668,086 405,608 405,608 2,000 2,000 2.000 2,000 670,086 670,086 407,608 407,608 Investment income 651 651 651 651 Total income 725,337 315.586 1,040,923 462.859 315,586 778.445 Income 2023 Group Unrestricted Restricted Charity Unrestn'cied Restricted Total 2023 Total 2023 Grant income Donation income 984 20,084 984 21,261 984 20,084 1,177 1,177 21,261 Total grant and donation income 21,068 1,177 22.245 21.068 1,177 22.245 Middleport Pottery trading 601,159 601,159 405,599 405,599 Old Duchy Palace trading Total income from charitable activities 2,000 2.000 2.000 2,000 603,159 603,159 407,599 407,599 Investment income 155 155 155 155 Total income 624,382 1,177 625,559 428,822 1,177 429,999 24.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Note5 to the Accounts For The Year Ended 31st March 2024 Analysis of Income and Expenditure (contd) Expenditure 2024 Group Unrestricted Restricted Charity Unrestricted Restricted Total 2024 Total 2024 Middleport Pottery trading Middleport Pottery depreciation Support costs Total Middleport Pottery 432.409 432.409 432,409 432,409 314,178 314,178 19,000 314,178 314,178 19,000 19,000 19,000 451,409 314,178 765,587 451,409 314,178 765,587 Old Duchy Palace depreciation Total Old Duchy Palace 45,073 45,073 45,073 45,073 45,073 45,073 45,073 45,073 AHF Heritage Trust NLHF Recovery funding Harper Street Depreciation Tangible Assets Depreciation Other operating costs 5,592 5,592 5,592 5,592 130,163 130,163 130,163 130,163 105,677 105.677 105,677 105,677 6,074 6,074 6,074 6,074 257,443 257,443 Total expenditure 714,926 600,683 1,315,609 457,483 600,683 1,058,166 RE.FQRM 25.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 Analysis of Income and Expenditure (contd) Expendlture 2023 Group Unrestricted Restricted Charity Unrestricted Restricted Total 2023 Total 2023 Middleport Pottery trading Middleport Pottery depreciation Support costs Total Middleport Pottery 491,233 491,233 643,634 643,634 314,177 314,177 17.250 314,177 314,177 14,450 17,250 14,450 508,483 314,177 822.660 658,084 314,177 972,261 Old Duchy Palace depreciation Total Old Duchy Palace 45,073 45,073 45,073 45,073 45,073 45.073 45,073 45,073 Harper Street Depreciation Tangible Assets Depreciation other operating costs 103,409 103,409 103,409 103,409 5,246 5,246 5,246 5,246 239,794 239,794 Total expenditure 753,523 462,659 1,216,182 663,330 462,659 1,125,989 Support costs Group Charity 2024 2023 2024 2023 Central staff costs Governance costs - Audit 8,000 11.000 8,000 9,250 8,000 11,000 8,000 6,450 Total support costs 19,000 17,250 19,000 14,450 26.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Iyumber 03290459 Notes to the Accounts For The Year Ended 31st March 2024 Net assets Group Restricted funds 2024 Chanty Total Unrestricted Restricted Total funds 2024 funds 2024 funds 2024 funds 2024 Unrestricted funds 2024 Current assets Current liabilities Creditors falling due after more than 1 year 189,144 (157,904) 153,523 (17,742) 342.667 (175,646) 135,920 (97,572) 153,522 (17,742) 289,442 (115,314) (345,533) (345,533) (345,533) (345,533) Free reserves Tangible assets Heritage assets Investments 31.240 20.519 53,879 (209.752) 785 7.813,456 (178.512) 21.304 7,867,335 38.348 20,519 53,879 (209.753) 785 7,813,456 (171.4051 21.304 7,867,335 105,638 7,604.489 7,710.127 112,746 7,604,489 7,717,235 Group Chanty Unrestricted Restricted Total Unrestricted Restricted Total funds 2023 funds 2023 funds 2023 funds 2023 funds 2023 funds 2023 Current assets Current liabilities Creditors falling due after more than 1 year 145.846 (130,247) 48.869 (23,433) 194.715 (153,680) 115,074 (87,332) 48,868 (23,4331 163,942 (110,7651 (356,079) (356,079) (356,079) (356,079) Free reserves Tangible assets Heritage assets Investments 15,599 23,406 56,222 (330.643) 890 8,219,339 (315,044) 24,296 8,275,561 27,742 23,406 56,222 (330,644) 890 8,219,339 (302,902) 24,296 8,275,561 95,227 7.889.586 7,984,813 107,370 7,889,586 7,996,956 4 Resources expended includinq staff and trustee costs Group Analysis of staff costs: 2024 2023 Wages and salaries Social security costs Accrued pension contributions 458,516 32,228 10.028 500 772 391,127 27,288 9,388 427 803 No employees received employee benefits (excluding employer pension costs) of more than £60,000. The average monthly number of employees during the year was made up as follows: 2024 2024 No 2023 fvll time equivalent Café Visitor attraction Administration 10 30 25 RE.FQRM 27.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 4 Resources expended including staff and trustee costs (contd) Key management personnel All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total remuneration is respect of these individuals is £88,126 (2023 - £92,706). The Trustees did not receive any remuneration during the year. Reimbursement of their travel and Subsisten￿ expenses was £0 (2023: £0). The Trustees made donations to the charity of £0 (2023: £1 ,000 (unrestricted)). 5a Tangible fixed assets Group and Charty Computer General Equipment Equipment Buildings Total Cost or valuation At 1 st April 2023 Addits'ons 10.548 835 20.917 2.247 13.313 44.778 3,082 At 31st March 2024 11.383 23.164 13.313 47.860 Depreciation At 1 st April 2023 Charge for period 4.816 1 ,433 10.846 2.518 4.820 2,123 20.482 6.074 At 31st March 2024 6.249 13.364 6.943 26,556 Net book value At 31st March 2024 5.134 9.800 6.370 21.304 At 31st March 2023 5.732 10.071 8.493 24.296 2024 2023 2022 2021 2020 Cost 47,860 44,778 36,220 31,062 27,549 Depreciation and impairments (26,556) (20,482) (15,236) (10,882) (9,012) Net book value 21.304 24.296 20.984 20.180 18,537 28.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 5b Heritage assets Group and Charity Middleport Pottery Harper street Old Duchy Palace Total Cost or valuation At 1 st April 2023 Additions 7,854,440 2.585.223 56.702 1,126,829 11.566,492 56.702 At 31st March 2024 7,854,440 2,641,925 1,126,829 11,623,194 Depreciation At 1 st April 2023 Charge for period 2,781.919 314,178 103.409 105,677 405,603 45,073 3,290.931 464,928 At 31st March 2024 3,096.097 209.086 450,676 3,755,859 Net book value At 31st March 2024 4,758,343 2,432,839 676,153 7,867,335 At 31st March 2023 5,072,521 2,481,814 721,226 8,275,561 2024 2023 2022 2021 2020 2019 Cost Disposals Depreciation and impaimients 11,623,194 11,566,492 11,557,536 9,618,893 9.188,293 9,098,964 (3,755.859) (3.290.931) (2,828,272) (2.469,021) (2.107,005) (1,750,154} Net book value 7.867,335 8,275,561 8,729,264 7,149,872 7,081,288 7,348,810 RE.FQRM 29.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 6 Subsidiaries Re-Form Herrtage owns 1000A of the issued share capital of Re-Form Herrtage Trading Ltd, a company registered in England wth its registered Offi￿ at Middleport Pottery, Port Street, Stoke-on-Trent ST6 3PE (Co no 07169150). A summary of the subsidiary results is shown below: Re-Form Heritage Trading Ltd 2024 2023 Turnover Resources expended Net resources 272,478 220,560 (267,443) (264,794) 5,035 (44,234) Amount granted or gift aided to the parent 5,035 (44,234) (161,746) (117,512) Funds brought forward Funds carried forward (156,711) (161,746) Represented by: Current assets Current liabilities Share capital 80,598 30,769 { 237,301) (192.514) (156,704) (161,746) 7 Investments Shares in subsidiary undertaking Charity 2024 2023 Ordinary shares of £1 each stocks Group Charity 2024 2023 2024 2023 Books and souvenirs Café Stock Air dry clay for activities 4,601 2,838 2,418 9,857 5,034 2.842 685 8,561 4,601 5,034 2,418 7,019 685 5,719 30.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 Debtors Group Charity 2024 2023 2024 2023 Trade debtors Amount due from subsidiary company Accrued income Other debtors Prepayments 37,934 27,538 32,953 27,368 130,329 13,950 21,614 24,747 130,329 13,950 27.931 37,835 48,424 23,501 37,835 48,424 21,627 210,144 137,298 226,214 132,633 10a Creditors" Amounts falling due within one year Group Charity 2024 2023 2024 2023 Trade creditors Accruals other creditors Heritage Mortgage Nat West Bounce Back Loan 52,011 47,419 58,474 12.357 5.385 46,368 36,232 50,817 12,357 7.906 38,986 15,758 42,828 12,357 5.385 34,306 16,090 40,106 12,357 7,906 175,646 153,680 115,314 110,765 Included in other creditors is an interest free loan of £12,131 (2021 £12.131) from Stoke-on-Trent City Council. The loan is repayable on demand by monthly instalments. The Heritage Mortagage is secured by way of a first legal charge over 93-113 Harper Street, ST6 3QT. In addition, the Group has access to an overdraft facility provided by Na￿est of £50,000 but that during the year, nothing was drawn. The interest rate on this facilty is 5.6% over base rate and this was due to expire on 29 September 2024. Subsequent to the year end this facility has been extended to have an expiry date of 29 September 2025. 10b Credltors: Amounts falling due after more than one year Group Charity 2024 2023 2024 2023 Heritage Mortgage Nat West Bounce Back Loan 316,847 28,686 324,659 31,420 316,847 28,686 324,659 31,420 345,533 356,079 345,533 356,079 RE.FQRM 31.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 11 Statement of Funds Group 1st April 2023 Incoming resources Expenditure Depreciation Taxation Transfers 31st March 2024 Restricted funds Heritage assets Harper Street Middleport Pottery Old Duchy Palace Other AH F Heritage Trust Narrow Boat Dane NLHF Recovery funding Arts Council Save the Whitechapel Bell Foundry campaign 2,168,160 4.996.926 660.648 30,430 (105,677) (314.1781 (45.0731 2,092,913 4,682,748 615,575 35,000 (5,592) 29,408 60,000 60.000 249.962 {130.163) 119,799 4,610 4.610 (758) 194 {564} Total restricted funds 7,889,586 315,586 (135,755) (464,9281 7,604,489 Unrestricted funds Revenue reserve 95,227 725,337 {708.852) (6,074) 105,638 95,227 725,337 (708,852) (6,0741 105,638 Total funds of the group 7,984,813 1,040,923 (844,607) (471,002) 7,710,127 Charity Restricted funds Heritage assets Harper Street Middleport Pottery Old Duchy Palace 2.168,160 4,996,926 660.648 30,430 (105,677) (314,1781 (45.0731 2,092,913 4,682,748 615,575 Other AHF Heritage Trust Narrow Boat Dane NLHF Resilience Grant Arts Council Save the Whitechapel Bell Foundry campaign 35,000 (5,592) 29,408 60,000 60,000 249,962 (130,163) 119,799 4,610 4.610 {758) 194 (564} Total restricted funds 7.889.586 315.586 {135.755) (464.9281 7,604,489 Unrestricted funds Revenue reserve 107.370 462.859 (451.409) 16.0741 112,746 Total funds of the charity 7,996,956 778,445 (587,164) (471,0021 7,717,235 32.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 11 Statement of Funds (contd) The Narrow Boat Dane restricted reserve represents the valuation of Dane when it was gifted to Re-Form Heritage. Arts Council funding is for'meeting Point" an Arts Council England funded national programme which presents artworks in unexpected places. AHF Heritage Trust is capacity building funding received in advance from the Architectural Heritage Fund in relation to the Heritage Development Trust Programme which the Charity receives as the Heritage Development Trust for the City of Stoke-on-Trent. NLH F Resilience Grant IS Staff cost funding received in advance in relation to a project to increase the Charity's financial and operational resilience. At the year end the Save the Whitechapel Bell Foundry campaign restricted reserve was temporarily in deficit due to the timing of the receipt of donations and expenditure. RE.FQRM 33.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 032904$9 Notes to the Accounts For The Year Ended 31st March 2024 11 statement of Funds (contd) Group 1st April 2022 Incoming resources Expenditure Depreciation Taxation Transfers 31st March 2023 Restricted funds Heritage assets Harper Street Middleport Pottery Old Duchy Palace 2,183.764 5,311,103 705,721 (103.409) (314,177) (45,073) 87.805 2.168.160 4,996,926 660,648 other Harriets Trust Narrow Boat Dane Arts Council Shaffer legacy Save the Whitechapel Bell Foundry campaign 1,500 60,000 4,610 86.305 (1,500) 60,000 4,610 (86,305) (1,935) 1,177 (758) Total restricted funds 8,351,068 1,177 (462,659) 7,889,586 Unrestricted funds Revenue reserve 200.194 624.382 (748.277) (5.246) 24,174 95.227 200,194 624,382 (748,277) (5,246) 24,174 95,227 Total funds of the group 8,551,262 625.559 (748.277) (467.905) 24.174 7.984,813 Charity Restricted funds Heritage assets Harper Street Middleport Pottery Old Duchy Palace 2,183,764 5,311.103 705,721 (103,409) (314.177) (45,073) 87,805 2,168,160 4,996,926 660,648 Other Harriets Trust Narrow Boat Dane Arts Council Shaffer legacy Save the Whitechapel Bell Foundry campaign 1,500 60,000 4,610 86,305 (1,500) 60,000 4.610 (86,305) (1,935) 1.177 (758) Total restricted funds 8,351,068 1,177 (462,659) 7,889,586 Unrestricted funds Revenue reserve 317,704 428,822 (658,084) (5,246) 24,174 107,370 Total funds of the charity 8,668,772 429,999 (658,084) (467,905) 24,174 7,996,956 34.

NOTES TO THE ACCOUNTS Re-Form Heritage Company Number 03290459 Notes to the Accounts For The Year Ended 31st March 2024 12 Reconciliation of cash flows from operating activities Group 2024 2023 Net income (expenditure) for the reporting period (274,686) {566,449) Adjustments for '. Depreciation charges Ilncreasel Decrease in stocks Ilncreasel Decrease in debtors Increase {Decrease) in creditors 471,002 {1,296} (72,846) 24,487 467,905 1.055 199.366 (221,364) Net cash provided by (used in) operating activities 146,661 (119.4871 Analysis of cash and cash equivalents Cash in hand 122.666 48,856 13 Related Party Transactions There have been no related party transactions that require disclosure other than transacb.ons with the subsidiary company. Re-fomi Heritage Trading Ltd. as set out below" 2024 2023 Staff costs Café Rent Licence fee 52,312 10,000 60,187 25,000 RE.FQRM 35.