REGlSfERED COMPANY NUMBER: 3376501 (England and Wales) REGlSfERED CHARllv NUMBER" 1062968 REPORT OFTHETRusfEES AND FINANCIAL 5fATEMEKfs FOR THE YEAR ENDED 31 DECEMBER 2023 FOR THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED BK Plus Audit Limited (Statutory Auditor) 6 Manor Park Business Centre Mackenzie Way Cheltenham Gloucestershire GL519TX THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED coKtEKfs OF THE FINANCIAL ￿ATEmE￿rS FOR THE YEAR ENDED 31 DECEMBER 2023 Page Reference and Administrative Details Report of the Trustees Report of the Independent Auditors Statement of Financial Activities io Statement of Financial Position li Statement of Cash Flows 12 Notes to the Statement of Cash Flows 13 Notes to Ihe Financial Statements 14 to 28 TriE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMtrED REFERENCE AND ADMINisfRATNE DEfAILS FOR THE YEAR ENDED 31 DECEMBER 2D23 TrUsfEES C M Pemberton G S Browne Dr G Hooper (resigned 10.3.24) F E A Baxter J Amador Iresigned 22.6.24) L Stuart (resigned 29.11.23) A R Mciver J J Brown (resigned 9.5.23) J A Richardson R Lawes (appointed 29.3.23) P D Egan {appoinled 27.2.23) (resigned11.10.23) A D Macdonald (appointed 29.3.23) (resigned 31.5.23) REGISTERED OFFICE Column House London Road Shrewsbury Shropshire SY2 6NN REGisfERED COMPANY NUMBER 3376501 (England and Wales) REGisfERED CHARrri NUMBER 1062968 AUDrroRS BK Plus Audit Limited (statutory Auditor) 6 Manor Park Business Centre Mackenziè Way Cheltenham Gloucestershire GL519TX BANKERS Barclays Bank Plc Wolverhampton SOLicrroRS Todmans SRE Barringtons, Hockley Rd Rayleigh. Essex. SS6 8EH Devonshires LLP 30 Finsbury Circu5 London. EC2M 7DT SENIOR mANAGEME￿fTEAm A Macdonald (appointed1.7.23) Chief Executive H Hamlyn (resigned 12.7.23) Site Manager Catherine Cavanagh lappointed 29.2.24) General Manager Page I THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPAKY LIMttED REPORT OFTHETRusfEES FOR THEYEAR ENDED 31 DECEMBER 2023 The trustees who are also directors of the charity for the purposes of the Companies Act 2006. present Iheir report with the financial statements of the charity for the year ended 31 December 2023. The trustees have adopted the provision5 of 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 (FRS102) (eff ective l January 2019). OBJECTtVES AND ACTIVrnES Objectives and aims Aspirations for 2023 had to be curtailed when Ihe severe financial constraints suffered throughout the country adversely impacted the financial support available to us and budgets had to be trimmed accordingly. The plan for 2023 had been to build on 2022 season. continue to open on Sundays and invest in capital projects. However. reduced operating budgets impacted on staffing levels. and capital projects. We continued to markel the education programme to schools. Holiday activities. walking tours and other low cost/no cost activities were offered. A joint venture was entered into as a possible route to extend our offering. but did not deliver as expected. The highlight of the year wa5 approval frorn the National Heritage Memorial Fund in March to commit to substantial repair work in the Grade 1 listed L157 Incorporating Mill building with their generous funding assistance of £420.575. The award was made in March 2023 but only £63.927 was receivable in the 2023 financial year due to delays in starting the project- the balance will be receivable in the 2024 financial year and the project is expected to complete in September. The charitable company is associated with The Wallham Abbey Royal Gunpowder Mills Charitable Foundation. a charitable foundation established to raise funds and manage an endowment for the long-term development and management of the Waltham Abbey site. The charitable company receives donations from the Foundation to enable it to carry out its functions. The Corporate Trustee of The Waltham Abbey Royal Gunpowder Mills Charitable Foundation is The Waltham Abbey Royal Gunpowder Mills Charitable Foundation Limited. also the sole member of The Waltham Abbey Royal Gunpowder Mills Company Limited. Volunteers Volunteer numbers during 2023 were approximately 100 generating 8499 hours compared to 2022 - 10.176 hours. Covid opening restrictions resulted in 2021 volunteer hours of only 5737. Our volunteers are valued and valuable and the Trustees are grateful for their enthusiasm and commitment to the site. A 2024 objective is to increase volunteer levels. Public Benefit In shaping the Charitable Companys worK the trustees have considered the Charity Commission's guidance on public benefit, including the guidance on public benefit and fee charging. In addition to any grants received, the Charitable Company relies upon the income from admission fees and charges to cover its operating costs. In setting the level of admission fee5, school programme charges. and concessions the trustees give careful consideration to the accessibility of the site for children and those on low incomes. The entrance price has been maintained at the 2022 rate. Page 2 THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2023 AcHIEvEME￿fAND PERFORMANCE Charitable activities The site opened to the public at Easter 2023 and the companls principal objective was to reestablish the site as a well-run and interesting visitor attraction that attracted 150 visitors on open days. These numbers proved to be over optimistic. Investigations acr055 the visitor attractlDn sector indicated that this continues to be a national not local problem. We were keen to restore our reputation with schools as a value for money School trip which met the needs of the school curriculum while also providing an on line offering for schools unable to travel to the sile and a third-party school visiting option. The programme now includes Gunpowder, Rocketry and the Royal Gunpowder Mills itself. Property rentals were slightly above budget. Filming rentals were disappointing after a buoyant 2022. which the industry attributed to general financial constraints and the increased cost of borrowing. FINANCIAL REVIEW Financial position The net income for the period is detailed on page10 in the Statement of Financial Activities. During the year the charitable company received unrestricted funds of £301,175 from the Waltham Abbey Royal Gunpowder Mills Charitable Foundation ('the Foundation.). as woll as £22.000 in restricted funds for projects, making a total grant of £323.175. The site was closed to the public from January until Easter 2023 and from October 2023 to the end of the year. The shorter opening period meant that income from general admission fees fell compared lo 2022. Filming income also fell as a consequence of the general slowdown in commissioning activity by Streaming service5 as their subscription revenue dropped. Towards the end of the year there were signs that aclivity would pick up for 2024 but this is clearly a volatile income stream although beneficial. There was some succes5 in building our functions and corporate hire income to compensate but these smaller-revenue activilies are more time-consuming to manage. In addition. we had additional costs from rising energy bil15 and for security to try to prevent intruders to the site following damage to sorne of our buildings from vandals- a claim was made against our insurance for this which was pending during 2023 and settled in June 2024. The great bulk of the chaiitys costs are fixed costs to do with security and maintenance of our 175 acre site. and there are no realistic ways to reduce this when income falls. A material error was identified in ￿23 that related to FY22 and affected the opening reserves. This is disclosed and the financial impact within note15 to the financial statements. Investment policy and objectives Under the Memorandum and Articles of Association. the Charitable Company has the power to make any investment which the trustees may think fit. Page 3 THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIM￿ED REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2023 FINANCIAL REVIEW Reserves policy Before the beginning of every year the directors and trustees carry out a detailed review of the Charitable Company's activities and produce income and expenditure budgets and cash flow forecasts for the ensuing year. Monthly management accounts and cash flow forecasts are prepared and actual performance against the budgets are monitored by the directors and trustees at Board meetings. There were free reserves available at 31 December 2023 as demonstrated by net currenl asset5 of E34.501. The Charitable Company relies on the grants trom the Foundation to fund it5 operating deficit. Monies are received from the Foundation on a cash-fLow basis during the year, as needed, up to a sum determined by the annual budget which receives review and final approval by the Foundation. To date, deficit grant funding received to the end of August 2024 stand5 at £131.816 and development/capital grant funding received to the end of August 2024 stands at £61.307. The Foundation has confirmed it will continue funding for at least 12 months commencing I September 2024 for the next year. FUTURE PLANS Rosanna Lawes joined the Company Board in March 2023 to speed the developmenl of a solution from the Joint Project Board. In June, Andrew Macdonald was appointed as Chief Executive Officer and he has assisted Rosanna in the work of the Joint Project Board in meeting stakeholders and sharing outline plans for the future with stakeholders and assess their level of support. In the autumn. tPte Trustees began tentative conversations with the Foundation about merging both Charities to improve effectiveness in achieving charitable objectives and conserving and protecting the site. Legal advice was sought on how this might be achieved. Four models were explored at length and major SUPPOrters such as NHLF were consulted for their views on our proposed direction of travel. By January 2024 the Foundation had appointed Farrer & Co to conduct Due Diligence on the Operating Company on their behalf. In March 2024 the Operating Company received independent legal advice confirming that it was within their power to take the decision to merge with another charity if they believed it lo be in the best interest of the charity. This decision was duly made. A working party with members from each charity began to meet in April 2024 with a plan of actions required to facilitate a mèrger. The group meets regularly and has an estimated end of 2024 for the completion of all identified actions and a move to one united charity with care and control of the site and its endowment. srRUCTURE, GOVERNANCE AND MANAGEMETrir Constitution The Waltham Abbey Royal Gunpowder Mills Company Limited is currently limited by guarantee (company number 3376501) and is a registered charity (number 1062968). Its governing document is the Memorandum and Articles of Association. A Special Resolution was passed in October 2021 and revised Memorandum and Articles of Association was adopted to take account of the changes in governance arrangements with Ihe Foundation. A further Special Resolution was passed in March 2023 and revised Memorandum and Articles of A550ciation to take account account of trustee governance changes. Page 4 THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2023 STrUCTURE. GOVERNANCE AND MANAGEMENT Recruitment and appointment of new trustees The Sole Member of the Charitable Company is The Waltham Abbey Royal Gunpowder Mills Charitable Foundation Limited. The number of trustees shall not be less than two and not more than 20. Sadly, we have lost 4 Trustees during 2023 through a combination of new jobs. ill health and a further retirement early in 2024. As the Charity Is currently undertaking a governance review. Trustee recruitment has been put on hold until later in 2024 when requirements for the future will be clearer. As set out in the Articles of Association, at every Annual General Meeting one quarter of the directors and trustees retire by rotation and may if willing to act be reappointed. The 2024 AGM will be held in during the autumn. The Articles state that the Chairman of The Waltham Abbey Royal Gunpowder Mi115 Charitable Foundation Limited shall always be a Director and Trustee by virtue of his office. The Chairman of the Friends or Supporters Association established to support The Waltham Abbey Royal Gunpowder Mills Company Limited is a director and trustee per the Articles. The Articles state that each of the organisations: Essex County CounciL Lee Valley Regional Park Authority, Epping Forest District Council and Waltham Abbey Town Council may appoint a Trustee to attend Board Meetings. Organisational slructure The board of directors and trustees which meets regularly to administer the Charitable Company. Day-to-day operations of the Charitable Company are managed by a permanent staff of 3.8 FfE supported by casual employees and volunteers. The truslees delegate day-to-day management of the charitable company to the Chief Executive Officer. Current Trustees The current Trustees ae listed below. Fiona Baxter. Grahame Browne, Rosanna Lawes, Andrew Mclver. Mark Pemberton. James Richardson, Recruitment, induction and training trustees A review of current and future trustee skill requirements is currently underway. When clarity about skill gaps is identified a recruitment drive will Commence and will have due regard to trustee diversity. It is anticipated that as in the past, trustee induction training will be prowded at the point of recruitment Key management remuneration The trustees and the Chief Executive Officer comprise the key management personnel of the charity in charge of directing and controlling, running and operating the Charity on a day-to-day basis. All trustees are unpaid. Principal risks and uncertainties The trustees take risks very seriously in managing a site with many hazards. The principal risk to our activities has for some time been viewed as the uncertainty of future funding for conservation and preservalion partly because of a lack of a cohesive approach trom the Operating Company and the Foundation. The development of a new charity combining responsibiLity for both the endowment and sile operations will remove this concern and open the path to access further external fund raising. Work with a large group of Stakeholders took place in June 2024 to identify opportunities to raise funds and identify polenlial solutions to some of our difficulties. Visitor headcount is significantly below the pre COVID level and is being addressed by a far-reaching reimagining project supported by the National Lotlery Heritage Fund under their Re5iLience Fund programme. EVE￿r5 SINCE THE END OF THE YEAR Information relating to events since the end of the year is given in the notes to the financial statements. Page 5 THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED REPORT OFTHE TRusfEES FOR THE YEAR ENDED 31 DECEMBER 2023 ATEMENT OFTRusfEES' RESPONSIBILMES The trustees (who are also the directors of The Waltham Abbey Royal Gunpowder Mills Company Limited for the purposes of company law) are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (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 charitable company and of the incoming resources and application of resources. including the income and expenditure. of the charitable cornpany for that period. Sn preparing those financial statements. the trustees are required to select suitable accounting policies and Ihen apply them consistently. observe the methods and principles in the Charity SORP: make judgements and estimates that are reasonable and prudent". prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the 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". there is no relevant audit information of which the charitable companvs auditors are unaware; and the trustees have taken all step5 that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that inforniation. AUDrroRS The auditors. BK Plus Audit Limited (Statutory Auditor). will be proposed for re-appointment at the forthcoming Annual General Meeting. This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies. Approved by order the board of trustees on 20 September 2024 and signed on its behalf by. A R Mciver- Trus ee Page 6 REPORT OFTHE INDEPENDE￿ AUDrroRS TO THE MEMBERS OF TrIE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIM￿ED Opinion We have audited the financial statements of The Waltham Abbey Royal Gunpowder Mills Company Limited (the 'charitable companv) for the year ended 31 December 2023 which comprise the Slatement of Financial Activities. the Statement of Financial Position. the Statement of Cash Flow5 and notes to the financial statements, including a Summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: give a true and fair view of the state of the charitable companVs affair5 as at 31 December 2023 and of its incoming resources and application of resources, including its income and expenditure, for Ihe year then ended- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice: and have been prepared accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audil in accordance with International Standards on Auditing (UK) (ISAS WK)) and applicable law. Our responsibilities under those standards are further described in the Auditors. responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company 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. Conclusions relating to going concern In audiling Ihe financial statements. we have concluded that the trusteeg use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed. we have not identified any material uncertainties relating to events or conditions that. individually or collectively, may cast significant doubt on the charitable companys ability to continue as a going concern for a period of al least twelve months from when the financial statements are authorised for issue. 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. The other information comprises the information included in the Annual Report, other Ihan the financial statements and our Report of the Independent Auditors 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. In connection with our audit of the financial statements. 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 idenlify such material inconsistencie5 or apparent material misstatements. we are required to deterniine whether thi5 gives rise to a material misstatement in the financial statements themsèlves. 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 Dn other matters prescribed by the Companies Act 2006 In our opinion. based on the work undertaken in the course of the audit: the information given in the Report of the Trustees for Ihe financial year for which the financial statements are prepared is consistent with the financial statements- and the Report of the Trustees ha5 been prepared in accordance with applicable legal requirements. Page 7 REPORT OFTHE INDEPENDE￿ AUDrroRS TO THE MEMBERS OF THE WALTrIAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED Matters on which we are required to report by exception In the light of the knowledge and understanding of the charitable company and it5 environment obtained in the course of the audit. we have not identified material misstatements in the Report of the Trustees. We have nolhing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion= adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not Visited by us- or the financial statements are not in agreement with the accounting records and returns- or certain disclosure5 of trusteeg remuneration specified by law are not made.. or we have not received all the information and explanations we require for our audit; or the trustees were not entitled to take advantage of the small companies exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Trustees. Responsibilities of trustees A5 explained more fully in the Statement of Trustees, Responsibilitie5, the trustee5 (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 companys 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. Our responsibilities for the audit ol the financial slatements Our objeclives 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 a Report of the Auditor that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ISAS (UIQ will always detect a material misstatement when it exists. Misstatement5 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 f inancial statements. Owing to the inherent limitations of an audit. there is an unavoidable risk that. despite us planning and performing our audit in accordance with auditing standards, one or more material misstatements in the financial statements may have gone undelected by our audit. As with any audit. there is a risk Ihat irregularities and fraud will go undelected where they involve malters such as misrepresentations from management, collusion, deliberate omissions and override of controls. It is not the role of the auditor to prevent non-compliance and we cannot be Èxpected to detect every instance of non-compliance with all laws and regulations. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. our procedures included the following: enquiries of management including a pre audit meeting- obtaining and reviewing supporting documentation of policies concerning the laws and regulations applicable to the business. understanding how the charitable company complies with it5 regulatory framework by making enquiries of management- considering the culture inherent in the charitable company and whether this represents a culture of honesty and ethical behaviour with a strong emphasis of detection and prevention of fraud. Page 8 REPORT OFTHE INDEPENDE￿rAUD5ToRs TO THE MEMBERS OF THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIM￿ED Auditors, responsibilities for the audit of the financial statements - continued We assessed the susceptibility of the charitable companYs financial statements lo material misstatement and considered how fraud might occur. The audit procedures performed included. but were not limited to- challenging management assumptions and estimates: identifying and testing unusual journal entries- assessing how the relevant laws and regulations have been complied with and noting any instances of non compliance- reviewing the financial statements for compliance with relevant Accounting Standards and accounting legislation applicable to a smaller company. considering how those charged with governance have addressed the possibility of an override of essential controls or other influence over the financial reporting processe5. In addition, we also considered other non financial laws relevant to the charitable company. These do not necessarily have a direct influence on the financial 5talements but might affect the charitys ability to operate. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's websilè at www.frGorg.uk/auditorsresponsibiLities. This description forms part of our Report of the Independent Auditors. Use of our report This report is made solely to the charitable companvs 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 lo the charitable companys members those matters we are required to state to them in an auditors, report and for no other purpose. To the fullest extent permitted by law. we do not accept or assume responsibility to anyone other than the charitable company and the charitable CoMpan￿S member5 as a body. for our audit work, for this report, or for the opinions we have formed. Roger Downes FCA (Senior Statutory Auditor) for and on behalf of BK Plus Audit Limited (Statutory Auditor) 6 Manor Park Business Centre Mackenzie Way Cheltenham Gloucestershire GL519rx Page 9 THE WALTHAM ABBEY ROYAL GUNPOWDER MILLS COMPANY LIMrrED ￿rATEME￿r OF FINANCIAL AcmvmES ONCORPORATtNG AN INCOME AND E