**Charity registration number 1067178**
## **THE CAISTER CASTLE TRUST**
**ANNUAL REPORT AND FINANCIAL STATEMENTS**
**FOR THE YEAR ENDED 31 DECEMBER 2024**
## **THE CAISTER CASTLE TRUST**
## **LEGAL AND ADMINISTRATIVE INFORMATION**
|**Trustees**|Mr PJSR Hill|
|---|---|
||Mr P Wood|
||Mr T R Hill|
||Mrs MDR Randall|
|**Charity number**|1067178|
|**Principal address**|6A King Street|
||Melton Mowbray|
||Leicestershire|
||LE13 1XA|
|**Auditor**|Newby Castleman LLP|
||West Walk Building|
||110 Regent Road|
||Leicester|
||LE1 7LT|
|**Bankers**|Lloyds Bank Plc|
||PO Box 33|
||7 High Street|
||Leicester|
||LE1 9FS|
|**Solicitors**|Cozens - Hardy LLP|
||Castle Chambers|
||Opie Street|
||Norwich|
||NR1 3DP|
|**Investment advisors**|Brewin Dolphin|
||Waterfront House|
||Waterfont Plaza|
||35 Station Street|
||Nottingham|
||NG2 3DQ|
## **THE CAISTER CASTLE TRUST**
## **CONTENTS**
||**Page**|
|---|---|
|Trustees' report|1 - 3|
|Independent auditor's report|4 - 6|
|Statement of financial activities|7|
|Balance sheet|8|
|Statement of cash flows|9|
|Notes to the financial statements|10 - 24|
## **THE CAISTER CASTLE TRUST**
## **TRUSTEES' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024**
The trustees of The Caister Castle Trust ("the Charity") are pleased to present their annual report and financial statements for the year ended 31 December 2024.
The financial statements have been prepared in accordance with the accounting policies set out in note 1 to the financial statements and comply with the charity's governing document, the Charities Act 2011 and "Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)" (effective 1 January 2019).
## **Objectives and activities**
The key objectives of the charity are:
- To promote the education of the public concerning the history of motoring and to exhibit to the public historic motor vehicles, documents, photographs, artefacts and other exhibits in connection with the history of motoring including but not limited to those forming part of the collection;
- To promote the history of motoring both in Great Britain and internationally for the benefit of the public;
- To conserve for the benefit of the public historic motor vehicles, documents, photographs, artefacts and other exhibits connected with the history of motoring.
The Charity operates from exhibition facilities at Caister Castle, West Caister, Norfolk and is open to the public 6 days a week during the summer months for 20 weeks. The facilities house many fine rare veteran, vintage, classic, sports and touring automobiles and motorcycles. Caister Castle is currently home to the largest private collection of motor vehicles in Britain. Looking ahead, the Charity aims to maintain and improve facilities and exhibits as opportunities arise.
## **Public Benefit**
In formulating and applying these objectives, the Trustees have regard to the guidance of the Charity Commission on Public Benefit.
The Charity meets the public benefit requirements through: affordable admission prices meaning the exhibition halls and other facilities are accessible; promoting the education of the public concerning the history of motoring; and conserving, for the benefit of the public, historic motor vehicles. Public awareness is achieved by advertising and its website, to enable as many members of the public to gain access to the collection.
## **Achievements and performance**
Each year, the Trustees monitor the number of visitors to the exhibitions and consider the number attending in 2024 to be satisfactory. The Trustees are continually vigilant for opportunities to compliment the existing exhibits with vehicle acquisitions and on-going restorations of significant vehicles in the collection. The exhibition halls and other facilities are improved and extended according to requirements. The Trustees are continually monitoring long term strategic aims, to assist with future planning.
## **Financial review**
The results for the year ended 31 December 2024 are set out in the statement of financial activities on page 7, which the Trustees consider to be satisfactory. The Trustees consider the results to be acceptable with total income decreasing to £909,452 (2023 - £1,473,396), total expenditure increasing to £778,763 (2023 - £670,100), gains on investments were £342,566 (2023 - £2,676,071) and the net increase in funds was £473,255 (2023 - £3,479,367). The charity does not carry out significant fundraising activities.
The principal sources of income include entrance fees to the exhibitions, and annual income from investments. The Trustees regularly review the organisational health of the charity and seek to achieve a surplus to enable implementation of the charities aims.
Regular maintenance programmes and responsive repairs are continued throughout the year to ensure the integrity of the exhibition halls, other facilities and its heritage assets.
- 1 -
## **THE CAISTER CASTLE TRUST**
## **TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **Reserves policy**
It is the policy of the Charity that unrestricted funds which have not been designated for a specific purpose should be maintained at a level to provide stability for the Charity’s activities over the long term. The purpose of this policy is to ensure that, in the event of a significant drop in income, the Charity may continue its current activities while consideration is given to ways in which additional funds may be raised.
The Charity had total unrestricted funds at 31 December 2024 of £30,786,202 (2023: £30,312,947). The Trustees consider all of the funds to be required for the operation and development of the Charity.
The Charity’s level of free reserves at the year end was £699,594 (2023: £873,883). Free reserves are the unrestricted funds available for use by the Charity after adjusting for fixed assets and investments required for use by the Charity in its continued operation. The Trustees aim to retain sufficient free reserves to cover at least twelve months of the Charity’s operating costs.
As set out earlier in this report, the Trustees are continually enhancing the exhibits and improving the buildings, which will result in a consequent increase in the costs of operations. It is with these factors in mind that the Trustees consider it necessary to maintain the current level of free reserves.
## **Investment policy**
There is no restriction on the Trustees' power to invest. The Trustees are aware of their responsibility to ensure that a satisfactory return is obtained from the Charity's assets.
It is the current policy of the Trustees to hold surplus funds in interest bearing bank accounts where possible, and other investments in order to minimise risk, with an emphasis on capital preservation.
## **Risk management**
The Trustees regularly review the major risks to which the Charity is exposed. During the year, the Trustees have considered these risks and believe that satisfactory controls are in place to mitigate them to an acceptable level. In the light of the current financial climate, the Trustees have considered the specific risks involved with income, assets and public liabilities.
## _Income risk_
The Charity is less dependent now on the continued funding from income from public admissions which could clearly increase or decrease in any period. Rental and investment income are expected to be sources of additional funding in the future years, and should be sufficient to cover expenditure.
## _Asset risk_
The Charity has significant value within its fixed assets and investments. These are continually maintained by the Charity. The Trustees consider the spread and risk associated with its various investments, and the Charity maintains a diversified portfolio with the objective of managing the risk associated with them.
## _Public liabilities_
The Charity recognises its duty to the public viewing the exhibition, and all reasonable steps are taken to safeguard their visits.
## **Structure, governance and management**
Caister Castle Trust is a registered Charity (number 1067178) which was formed as a Trust on 6 January 1998 by Deed of Declaration of Trust. The Trust is governed by a Board of Trustees. Mr PJSR Hill has been assigned the day to day management of the Charity on behalf of the Trustees. However, key decisions of the Trust relating to the activities and financial performance are taken by the Trustees as a whole.
## **Governing Body and Appointment of Trustees**
The structure of the Charity consists of one set of Trustees. The board of Trustees is authorised to appoint new Trustees to fill vacancies arising through resignation or death of an existing Trustee.
- 2 -
## **THE CAISTER CASTLE TRUST**
## **TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **Trustee Education and Training**
New Trustees will undergo an orientation day to brief them on their legal obligations under the Charities Act, the committee and decision making processes, future plans and the recent financial performance of the charity. Trustees will be encouraged to attend appropriate external training events where these will facilitate the undertaking of the role.
The power of appointing new Trustees vests in the continuing Trustees within the terms of the Deed of Declaration of Trust.
Mr PJSR Hill acts as a director for a number of the Trust's subsidiary companies and significant undertakings. These are listed in notes 20 and 21.
The Trustees who served during the year were:
Mr PJSR Hill
Mr P Wood Mr T R Hill
Mrs MDR Randall
## **Statement of Trustees' responsibilities**
The Trustees are responsible for preparing the Trustees’ Report and the accounts in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
The law applicable to charities in England and Wales requires the Trustees to prepare accounts for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources of the charity for that year. In preparing these accounts, the Trustees are required to:
- select suitable accounting policies and then apply them consistently;
- observe the methods and principles in the charities SORP 2019 (FRS 102);
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts;
- prepare the accounts on the going concern basis unless it is inappropriate to presume that the charity will continue in operation.
The Trustees are responsible for keeping proper adequate 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 Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the Trust deed. 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.
## **Disclosure of information to auditor**
Each of the persons who are Trustees at the time when this Trustees' Report is approved has confirmed that:
- so far as that Trustee is aware, there is no relevant audit information of which the Charity's auditor is unaware, and
- each Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any information needed by the Trust's auditor in connection with preparing its report and to establish that the Trust and the Trust's auditor is aware of that information.
The Trustees' report was approved by the Board of Trustees.
Mr PJSR Hill Trustee
Dated: 4 September 2025
- 3 -
## **THE CAISTER CASTLE TRUST**
## **INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THE CAISTER CASTLE TRUST**
## **Opinion**
We have audited the financial statements of The Caister Castle Trust (the ‘charity’) for the year ended 31 December 2024 which comprise the statement of financial activities, the balance sheet, the statement of cash flows and the 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, including FRS 102 _The Financial Reporting Standard applicable in the UK and Republic of Ireland_ (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
- give a true and fair view of the state of the charity’s affairs as at 31 December 2024 and of its incoming resources and application of resources, for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Charities Act 2011.
## **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 charity 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 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.
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 charity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.
## **Other information**
The other information comprises the information included in the Trustees' report, other than the financial statements and our auditor’s report thereon. The Trustees are responsible for the other information contained within the Trustees' report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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.
- 4 -
## **THE CAISTER CASTLE TRUST**
## **INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF THE CAISTER CASTLE TRUST**
## **Matters on which we are required to report by exception**
We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:
- the information given in the financial statements is inconsistent in any material respect with the Trustees' report; or
- the charity has not kept adequate accounting records; or
- the financial statements are not in agreement with the accounting records and returns; or
- we have not received all the information and explanations we require for our audit.
## **Responsibilities of trustees**
As explained more fully in the Trustees' Responsibilities Statement set out on page 3, the Trustees 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 charity’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 cease operations, or have no realistic alternative but to do so.
## **Auditor's responsibilities for the audit of the financial statements**
We have been appointed as auditor under section 145 of the Charities Act 2011 and report in accordance with regulations made under section 154 of that Act.
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
## **Extent to which the audit was considered capable of detecting irregularities, including fraud**
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. However, responsibility for the prevention and detection of fraud ultimately rests with both those charged with governance and management of the charity.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following:
- obtaining an understanding of the legal and regulatory framework applicable to the charity by considering the nature of the industry in which the charity operates and enquiring of management; and
- identifying the key laws and regulations considered to have a direct impact on the financial statements including the UK Charities Act 2011 and UK Generally Accepted Accounting Practice; and
- assessing how the charity is complying with the applicable legal and regulatory framework by making further enquiries of management and observing the company's control environment regarding compliance with regulations and fraud prevention; and
- assessing the susceptibility of the charity's financial statements to material misstatement, including how fraud might occur, by considering the effectiveness of the charity’s accounting systems and controls and how these were monitored by management. Where the risk of material misstatement was considered to be higher in certain areas, further audit procedures were designed to address this increased risk; and
- discussing amongst the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud.
- 5 -
## **THE CAISTER CASTLE TRUST**
## **INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF THE CAISTER CASTLE TRUST**
## **Audit response to risks of irregularities identified**
Our procedures to respond to risks identified included the following:
- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
- enquiry of charity staff responsible for compliance to identify any instances of non-compliance with laws and regulations; and
- reviewing supporting documentation confirming compliance with specific laws and regulations considered central to the ability of the charity to operate; and
- enquiry of management, those charged with governance and other relevant parties around actual and potential litigation claims; and
- reviewing supporting documentation regarding actual and potential litigation claims; and
- reviewing minutes of meetings of those charged with governance; and
- performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and
- communicating identified laws and regulations and potential fraud risks to all engagement team members and assessing whether there are any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
## **Use of our report**
This report is made solely to the charity's Trustees, as a body, in accordance with Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's Trustees 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 charity and the charity's Trustees as a body, for our audit work, for this report, or for the opinions we have formed.
## **Christopher Castleman FCA**
## **for and on behalf of Newby Castleman LLP**
25 September 2025
Chartered Accountants Statutory Auditor West Walk Building 110 Regent Road Leicester LE1 7LT
Newby Castleman LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006.
- 6 -
## **THE CAISTER CASTLE TRUST**
## **STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2024**
|**Notes**
**Income from:**
Donations
**3**
Charitable activities
**4**
Investments
**5**
Other income
**6**
Material other income
**7**
**Total**
**Expenditure on:**
Raising funds
**8**
Charitable activities
**9**
**Total**
Net gains / (losses) on investments
**15**
**Net income for the year/net movement in funds**
**Reconciliation of funds**
Total funds brought forward
**Total funds carried forward**|**2024**
**£**
120,855
179,629
449,650
19,318
140,000
909,452
232,353
546,410
778,763
342,566
473,255
30,312,947
30,786,202|**2023**
**£**
48,739
192,427
421,022
10,576
800,632|
|---|---|---|
|||1,473,396|
|||236,176
433,924|
|||670,100|
|||2,676,071|
|||3,479,367
26,833,580|
|||30,312,947|
All income and expenditure derive from continuing activities.
All income and expenditure in the current and prior period is unrestricted.
- 7 -
## **THE CAISTER CASTLE TRUST**
## **BALANCE SHEET**
## **AS AT 31 DECEMBER 2024**
|**Notes**
**Fixed assets**
Tangible assets
**16**
Heritage assets
**17**
Investment properties
**18**
Investments
**19**
**Current assets**
Stocks
**22**
Debtors
**23**
Investments
**24**
Cash at bank and in hand
**Creditors: amounts falling due within**
**one year**
**25**
Net current assets
**Net assets**
**Charity funds**
Unrestricted funds
**29**
**Total charity funds**|**2024**
**£**
**£**
3,881,742
1,559,984
18,120,171
5,287,711
28,849,608
1,370
270,743
1,237,000
582,866
2,091,979
(155,385)
1,936,594
30,786,202
30,786,202
30,786,202|**2023**
**£**
**£**
3,234,415
1,495,294
18,087,376
5,384,979
28,202,064
1,370
170,773
1,237,000
775,168
2,184,311
(73,428)
2,110,883
30,312,947
30,312,947
30,312,947|**2023**
**£**
**£**
3,234,415
1,495,294
18,087,376
5,384,979
28,202,064
1,370
170,773
1,237,000
775,168
2,184,311
(73,428)
2,110,883
30,312,947
30,312,947
30,312,947|
|---|---|---|---|
||||28,202,064
2,110,883|
||||30,312,947|
||||30,312,947|
||||30,312,947|
The financial statements were approved and authorised by the board of trustees on 4 September 2025 and are signed on its behalf by:
Mr PJSR Hill
## **Trustee**
The notes on pages 10 - 24 form part of these financial statements.
- 8 -
## **THE CAISTER CASTLE TRUST**
## **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024**
|**Notes**
**Cash flows from operating activities**
Cash (absorbed by)/generated from
operations
**30**
**Investing activities**
Purchase of tangible fixed assets
Proceeds on disposal of tangible fixed
assets
Purchase of heritage assets
Purchase of investment property
Purchase of other investments
Proceeds on disposal of other investments
Investment income
**Net cash generated from/(used in)**
**investing activities**
**Net cash used in financing activities**
**Net (decrease)/increase in cash and cash**
**equivalents**
Cash and cash equivalents at beginning of year
**Cash and cash equivalents at end of year**|**2024**
**£**
**£**
(261,074)
(731,227)
8,000
(64,690)
(43,295)
(599,401)
1,049,735
449,650
68,772
-
(192,302)
775,168
582,866|**2023**
**£**
**£**
594,593
(79,258)
-
(163,594)
(353,186)
(385,418)
332,334
421,022
(228,100)
-
366,493
408,675
775,168|
|---|---|---|
- 9 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024**
## **1 Accounting policies**
## **Charity information**
The Caister Castle Trust is governed by its Constitution.
## **1.1 Basis of preparation**
The charity is a public benefit entity as defined by FRS102. These financial statements have been prepared in accordance with: The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (“FRS 102”), Accounting and Reporting by Charities: the Statement of Recommended Practice for charities applying FRS 102 (2019), the Charities Act 2011, and UK Generally Accepted Accounting Practice.
The financial statements are prepared in sterling, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and listed investments at fair value. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
Consolidated financial statements have not been prepared, because the aggregate gross income is below the consolidation threshold.
## **1.2 Going concern**
At the time of approving the financial statements, the trustees have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. Thus the trustees continue to adopt the going concern basis of accounting in preparing the financial statements.
## **1.3 Charitable funds**
Unrestricted funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives unless the funds have been designated for other purposes.
## **1.4 Incoming resources**
Income is recognised when the charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received.
Donations from subsidiary undertakings and participating interests are recognised on an accruals basis, once the charity has been notified of the donation.
Income from charitable activities includes admission receipts and shop sales from the motor museum and is recognised on a receipts basis as the related goods and services are provided.
Investment income is earned through holding assets for investment purposes. It comprises rental income and farming income which are recognised on an accruals basis, as well as dividend income.
## **1.5 Expenditure recognition**
All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs relating to the category. Expenditure is recognised when there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. It is recognised under the following headings:
- Costs of raising funds includes costs incurred in seeking donations, legacies, as well as managing investments.
- Expenditure on charitable activities notably includes costs to further the delivery of the objectives of the charity.
Irrecoverable VAT is charged against the category of resources expensed for which it was incurred.
- 10 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **1 Accounting policies**
## **(Continued)**
## **1.6 Support costs**
Support costs are those that assist the work of the charity but do not directly represent charitable activities and costs of raising funds and include office costs, governance costs, and administrative payroll costs. They are incurred directly in support of expenditure on the objects of the charity. Support costs are allocated to costs of raising funds and expenditure on charitable activities on a basis consistent with use of the resources.
The analysis of these costs is included in note 11.
## **1.7 Tangible fixed assets**
Tangible fixed assets are measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Long leasehold land & buildings Freehold buildings Equipment
Over the life of the lease 50 years 5 years
Freehold land is not depreciated.
## **1.8 Investment properties**
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the Statement of Financial Activities ("SOFA").
## **1.9 Heritage assets**
In accordance with its objectives, the Trust holds a collection of veteran, vintage and classic vehicles. Only the vehicles for which reliable historic information is available for cost or valuation have been recognised on the balance sheet of The Caister Castle Trust. The remaining vehicles have not been recognised on the balance sheet as there is no reliable historic information available to confirm the cost or valuation. The Trustees believe no accurate valuation can be placed on these assets because of their unique nature.
The collection is held in exhibition halls within the trust, and the cost of maintenance is charged through the statement of financial activities. The exhibition halls and other facilities are open to the public 6 days a week during the summer months.
## **1.10 Fixed asset investments**
Listed investments are stated at market value as at the balance sheet date. The statement of financial activities includes the net gains and losses arising on market valuation and the disposals throughout the year, in respect of the holdings.
Unlisted investments, comprise investments in subsidiaries and associates, which were part of a legacy made to the Trust, are valued on the basis of their donated cost at the time of the donation less impairments to date.
## **1.11 Impairment of fixed assets**
At each reporting end date, the charity reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, or the asset’s cash generating unit, is estimated and compared to the carrying amount in order to determine the extent of the impairment loss (if any). Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the SOFA unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.
- 11 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **1 Accounting policies**
## **(Continued)**
## **1.12 Stocks**
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct material costs and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.
## **1.13 Cash and cash equivalents**
Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.
## **1.14 Financial instruments**
Financial instruments are recognised in the charity’s balance sheet when the charity becomes party to the contractual provisions of the instrument.
Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the SOFA.
## **1.15 Employee benefits**
When employees have rendered service to the charity, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
## **1.16 Retirement benefits**
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
## **2 Critical accounting estimates and judgements**
In the application of the charity’s accounting policies, the Trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period. If the revision affects both current and future periods they will be recognised accordingly.
## **Key sources of estimation uncertainty**
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
## **Valuation of investment property**
Investment properties are valued on an open market value basis by reference to market evidence of transaction prices for similar properties. The valuation of investment properties are reassessed annually by the trustees and, when necessary, amended to reflect current estimates.
- 12 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **3 Income from donations**
||**Unrestricted**|**Total**|Unrestricted|Total|
|---|---|---|---|---|
||**funds**||funds||
||**2024**|**2024**|2023|2023|
||**£**|**£**|£|£|
|Donations from subsidiary undertakings and|||||
|participating interests|120,855|120,855|48,739|48,739|
|**4**
**Income from charitable activities**
**Unrestricted**
**funds**
**2024**
**£**
Admission receipts and shop sales
179,629
**5**
**Income from investments**
**Unrestricted**
**funds**
**2024**
**£**
Rental income
332,157
Dividend income
67,640
Farming income
49,853
449,650
**6**
**Other income**
**Unrestricted**
**funds**
**2024**
**£**
Net gain on disposal of tangible fixed assets
8,000
Sale of labour costs
2,823
Insurance recharged out
8,103
Promotional income
392
19,318|**4**
**Income from charitable activities**
**Unrestricted**
**funds**
**2024**
**£**
Admission receipts and shop sales
179,629
**5**
**Income from investments**
**Unrestricted**
**funds**
**2024**
**£**
Rental income
332,157
Dividend income
67,640
Farming income
49,853
449,650
**6**
**Other income**
**Unrestricted**
**funds**
**2024**
**£**
Net gain on disposal of tangible fixed assets
8,000
Sale of labour costs
2,823
Insurance recharged out
8,103
Promotional income
392
19,318|**Total**
Unrestricted
funds
**2024**
2023
**£**
£
179,629
192,427
**Total**
Unrestricted
funds
**2024**
2023
**£**
£
332,157
274,617
67,640
63,069
49,853
83,336
449,650
421,022|**Total**
Unrestricted
funds
**2024**
2023
**£**
£
179,629
192,427
**Total**
Unrestricted
funds
**2024**
2023
**£**
£
332,157
274,617
67,640
63,069
49,853
83,336
449,650
421,022|Total
2023
£
192,427|
|---|---|---|---|---|
|||||Total
2023
£
274,617
63,069
83,336|
|||||421,022|
||||||
||||||
|||**Total**
Unrestricted
funds
**2024**
2023
**£**
£
8,000
-
2,823
1,902
8,103
8,349
392
325
19,318
10,576||Total
2023
£
-
1,902
8,349
325|
|||||10,576|
- 13 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **7 Other material income**
||**Unrestricted**|**Total**|Unrestricted|Total|
|---|---|---|---|---|
||**funds**||funds||
||**2024**|**2024**|2023|2023|
||**£**|**£**|£|£|
|Exceptional item|140,000|140,000|800,632|800,632|
This exceptional item is income received as an instalment for land sold in the year ended 31 December 2020.
## **8 Expenditure on raising funds**
|**Unrestricted**
**funds**
**2024**
**£**
Costs of raising funds
Cost of sales
3,750
Repairs and maintenance
1,742
Legal and professional
2,300
Advertising
6,165
Commission on rents
35,365
Share portfolio management
21,458
Other expenditure
765
Support costs (note 11)
160,808
232,353
**Expenditure on charitable activities**
**Activities**
**undertaken**
**directly**
**Note 10**
**£**
Motor exhibition halls and other facilities
345,147|**Total**
Unrestricted
funds
**2024**
2023
**£**
£
3,750
3,497
1,742
10,406
2,300
3,300
6,165
6,090
35,365
28,906
21,458
19,857
765
17,921
160,808
146,199
232,353
236,176
**Support**
**Costs**
**Total**
**2024**
**Note 11**
**£**
**£**
201,263
546,410|Total
2023
£
3,497
10,406
3,300
6,090
28,906
19,857
17,921
146,199|
|---|---|---|
|||236,176|
|||**Total**
**2023**
**£**
433,924|
## **9 Expenditure on charitable activities**
- 14 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **10 Expenditure on activities undertaken directly**
|Labour costs
Property repairs and maintenance
Insurance
Rent and rates
Light and heat
Telephone
General
Legal and professional
**Expenditure on support costs**
**Basis of allocation**
Staff costs
***2**
Depreciation
***1**
Accountancy and audit
***1**
Motor expenses
***1**
Travel
***1**
Other expenses
***1**
Admin expenses from Caister Castle Limited
***3**
Analysed between:
Raising funds
Charitable activities|**2024**
**£**
3,740
208,310
80,965
14,585
10,479
7,465
6,352
13,251
345,147
**2024**
**£**
222,058
83,900
33,878
1,815
2,983
805
16,632
362,071
160,808
201,263
362,071|**2023**
**£**
3,466
106,647
76,503
12,865
15,770
6,696
6,635
20,681|
|---|---|---|
|||249,263|
|||**2023**
**£**
211,824
79,238
25,946
3,580
200
864
9,208|
|||330,860|
|||146,199
184,661|
|||330,860|
## **11 Expenditure on support costs**
- *1 Costs have been allocated to charitable activities.
- *2 Staff costs have been allocated as follows: Raising funds - Wages costs recharged from Caister Castle Limited £144,176 (2023 - £136,991) Charitable activities - Wages costs within the charity £77,883 (2023 - £74,833)
- *3 Administrative expenses recharged from Caister Castle Limited have been allocated to raising funds.
The amount charged to the statement of financial activities in respect of auditor's remuneration was £33,878 (2023 - £25,946).
## **12 Taxation**
The charity is exempt from taxation on its activities because all its income is applied for charitable purposes.
- 15 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **13 Trustees**
Three of the trustees are also directors of certain companies in which the charity has a non-controlling participating interest. During the year these trustees received remuneration totalling £52,251 (2023: £21,414) from these companies as permitted by the relevant company's Articles of Association. Remuneration was received in their capacity as directors of those companies and not as trustees of the charity. The individual amounts of remuneration received were as follows:
PJSR Hill £23,077 (2023 - £21,414) TR Hill £14,587 (2023 - £Nil) MDR Randall £14,587 (2023 - £Nil)
During the year three trustees were reimbursed a total of £1,304 for travel and subsistence expenses incurred.
## **14 Employees**
## **Number of employees**
The average number employees during the year was:
||**2024**|**2023**|
|---|---|---|
||**Number**|**Number**|
|Office and management|5|5|
Whilst the exhibition halls and other facilities are open, 11 (2023 - 11) employees of Caister Castle Limited work for the charity, their salary costs are recharged to the charity.
|**Employment costs**
Wages and salaries
Social security costs
Other pension costs|**2024**
**£**
216,420
4,490
1,148
222,058|**2023**
**£**
206,561
4,180
1,082|
|---|---|---|
|||211,823|
There were no employees whose annual remuneration was £60,000 or more.
## **15 Net gains on investments**
|Revaluation of investments
Gain/(loss) on sale of investments
Revalution of investment properties|**2024**
**£**
281,492
71,574
(10,500)
342,566|**2023**
**£**
88,344
15,760
2,571,967|
|---|---|---|
|||2,676,071|
- 16 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **16 Tangible fixed assets**
|**Cost**
At 1 January 2024
Additions
Disposals
At 31 December 2024
**Depreciation and impairment**
At 1 January 2024
Depreciation charged in the year
Eliminated in respect of disposals
At 31 December 2024
**Carrying amount**
At 31 December 2024
At 31 December 2023|**Long**
**leasehold**
**land &**
**buildings**
**£**
643,000
-
-
643,000
124,310
8,573
-
132,883
510,117
518,690|**Freehold**
**buildings**
**Equipment**
**£**
**£**
3,158,937
171,049
729,350
1,877
-
(30,413)
3,888,287
142,513
464,491
149,770
65,353
9,974
-
(30,413)
529,844
129,331
3,358,443
13,182
2,694,446
21,279|**Total**
**£**
3,972,986
731,227
(30,413)
4,673,800
738,571
83,900
(30,413)
792,058
3,881,742
3,234,415|
|---|---|---|---|
- 17 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **17 Heritage assets**
|**Heritage assets**||
|---|---|
|At 1 January 2024
Additions
At 31 December 2024|**Museum**
**exhibits**
**£**
1,495,294
64,690|
||1,559,984|
The exhibition halls' exhibits comprise a collection of veteran, vintage and classic vehicles. Only vehicles where reliable historic information is available for cost or valuation have been recognised in the balance sheet. A significant proportion of the collection of vehicles are on loan from Parade Court Limited. No value has been included in the financial statements for this loan agreement because the value of the donated service is unquantifiable due to the nature of the transaction. The remainder of the collection has not been recognised on the balance sheet of The Caister Castle Trust because reliable historic information is unavailable to confirm cost or valuation. The Trustees believe no accurate valuation can be placed on these assets because of their unique nature.
## **Five year financial summary of heritage asset transactions**
|Additions|**2024**
**£**
64,690
64,690|**2023**
**£**
163,594
163,594|**2022**
**£**
78,141
78,141|**2021**
**£**
74,136
74,136|**2020**
**£**
128,911|
|---|---|---|---|---|---|
||||||128,911|
## **18 Investment property**
|**Investment property**||
|---|---|
|**Fair value**
At 1 January 2024
Additions
Net gains or losses through fair value adjustments
At 31 December 2024|**2024**
**£**
18,087,376
43,295
(10,500)|
||18,120,171|
Investment property comprises of commercial land and rental property. The fair value of certain investment properties have been arrived at on the basis of valuations carried out by Mather Jamie Chartered Surveyors at December 2023, Owen & Owen Chartered Surveyors at December 2023, Aldreds Estate Agents at December 2024 and Geo Hallam & Sons at December 2024, none of which are connected with the charity. The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The fair value of other investment properties is stated at the trustees' valuation and has been guided by previous external valuations as well as the trustees' knowledge and experience.
- 18 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **19 Fixed asset investments**
|**Listed**
**investments**
**Unlisted**
**investments**
**£**
**£**
**Cost or valuation**
At 31 December 2023
3,221,299
2,163,680
Additions
599,401
-
Valuation changes
281,492
-
Disposals
(978,161)
-
At 31 December 2024
3,124,031
2,163,680
**Carrying amount**
At 31 December 2024
3,124,031
2,163,680
At 31 December 2023
3,221,299
2,163,680|**Total**
**£**
5,384,979
599,401
281,492
(978,161)
5,287,711
5,287,711
5,384,979|
|---|---|
- 19 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **20 Subsidiaries**
These financial statements are separate charity financial statements for Caister Castle Trust.
Details of the charity's subsidiaries at 31 December 2024 are as follows:
|**Name of undertaking**|**Registered**|**Nature**|**Class of**|**% Held**|
|---|---|---|---|---|
||**office**|**of business**|**shares held**|**Direct**|
|Caister Castle Limited|England and Wales|Supply of labour|Ordinary|100.00|
|Curnaseer Limited|England and Wales|Farming|Ordinary|100.00|
|Ferncombe Limited|England and Wales|Letting of property|Ordinary|100.00|
|Parade Court Limited|England and Wales|Letting of property|Ordinary|75.00|
|Wymondham Dairies Limited|England and Wales|Supply of labour|Ordinary|91.00|
The aggregate capital and reserves and the result for the year of subsidiaries excluded from consolidation was as follows:
|**Name of undertaking**|**Profit/(Loss)**|**Capital and**|
|---|---|---|
|||**Reserves**|
||**£**|**£**|
|Caister Castle Limited|-|(619)|
|Curnaseer Limited|(49,483)|203,557|
|Ferncombe Limited|(4,582)|136,650|
|Parade Court Limited|10,806|49,968|
|Wymondham Dairies Limited|7,450|40,089|
The above companies have the following year ends; Caister Castle Limited - 31 December, Curnaseer Limited - 31 July, Ferncombe Limited - 31 October, Parade Court Limited - 31 October and Wymondham Dairies Limited - 30 November.
The registered address of the subsidiaries are the same as the company's registered office address as given in the company information page of these financial statements.
Caister Castle Limited, Curnaseer Limited, Ferncombe Limited, Parade Court Limited and Wymondham Dairies Limited have been excluded from consolidation due to them being financially insignificant to the charity in aggregate.
- 20 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **21 Significant undertakings**
The charity also has significant holdings in undertakings which are not subsidiaries of the charity and are not classified as joint ventures or associated undertakings:
## **Name of undertaking**
Goodfine Limited Pikerace Limited Scotsborough Castle Limited Pool Hall Farm Limited
The above companies have the following year ends; Goodfine Limited - 31 July, Pikerace Limited - 31 July, Scotsborough Castle Limited - 5 April, and Pool Hall Farm Limited - 31 July.
## **22 Stocks**
|**22**
**Stocks**|||
|---|---|---|
|Finished goods and goods for resale
**23**
**Debtors**
**Amounts falling due within one year:**
Amounts due from subsidiary undertakings
Other debtors
Prepayments and accrued income
**24**
**Assets held for sale**
Investment property held for sale|**2024**
**£**
1,370
**2024**
**£**
160,045
3,103
107,595
270,743
**2024**
**£**
1,237,000|**2023**
**£**
1,370|
|||**2023**
**£**
77,973
3,577
89,223|
|||170,773|
|||**2023**
**£**
1,237,000|
- 21 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **25 Creditors: amounts falling due within one year**
|**Creditors: amounts falling due within one year**|||
|---|---|---|
|**Notes**
Deferred income
**26**
Trade creditors
Amounts owed to subsidiary undertakings
Other creditors
Accruals|**2024**
**£**
19,500
904
100,142
4,866
29,973
155,385|**2023**
**£**
19,500
14,065
-
4,434
35,429|
|||73,428|
Deferred income is included in the financial statements in respect of proceeds on the sale of land received in advance of the period it relates to.
## **26 Deferred income**
|Other deferred income|**2024**
**£**
19,500|**2023**
**£**
19,500|
|---|---|---|
||||
|Deferred income is included in the financial statements as follows:|||
|Deferred income is included within:
Current liabilities
Movements in the year:
Deferred income at 1 January 2024
Resources deferred in the year
Deferred income at 31 December 2024|**2024**
**£**
19,500
19,500
-
19,500|**2023**
**£**
19,500|
|||-
19,500|
|||19,500|
- 22 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **27 Related parties**
During the year, the charity sold services to the following companies. The trustees Mr PJSR Hill, Mr TR Hill and Mrs MDR Randall are directors of Pikerace Limited. Mr PJSR Hill is a director of Curnaseer Limited and Goodfine Limited.
||**2024**|**2023**|
|---|---|---|
||**£**|**£**|
|Curnaseer Limited|723|681|
|Goodfine Limited|812|755|
|Pikerace Limited|723|679|
During the year, the charity bought services from Caister Castle Limited totalling £256,123 (2023 - £146,199). During the year the company received rent from Wymondham Dairies Limited of £1,717 (2023 - £1,717) and Curnaseer Limited of £1,020 (2023 - £Nil). The charity also received farming income from Curnaseer Limited of £15,449 (2023 - £27,460).
A significant proportion of the collection of vehicles is on loan from Parade Court Limited, a company which Mr PJSR Hill is also a director of. No value has been included in the financial statements for this loan agreement because the value of the donated service is unquantifiable due to the nature of the transaction.
During the year, the following companies made donations to the charity:
|Goodfine Limited
Pikerace Limited
Amounts due from related parties at the year end are as follows:
Caister Castle Limited
Goodfine Limited
Parade Court Limited
Ferncombe Limited
Pikerace Limited
Space Foods Limited
Amounts due to related parties at the year end are as follows:
Caister Castle Limited|**2024**
**£**
19,324
101,531
**2024**
**£**
-
19,324
-
35,354
101,531
3,836
160,045
**2024**
**£**
110,142|**2023**
**£**
16,954
31,785|
|---|---|---|
|||**2023**
**£**
12,410
16,954
2,664
10,354
31,785
3,806|
|||77,973|
|||**2023**
**£**
-|
- 23 -
## **THE CAISTER CASTLE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024**
## **28 Retirement benefit schemes**
## **Defined contribution schemes**
The charity operates a defined contribution pension scheme for all qualifying employees.
The charge to the Statement of Financial Activities in respect of defined contribution schemes is shown in note 14. This expenditure has been allocated to support costs and unrestricted funds.
## **29 Unrestricted funds**
The unrestricted funds of the charity comprise the unexpended balances of donations and grants which are not subject to specific conditions by donors and grantors as to how they may be used.
|**At 1 January**
**2024**
**Incoming**
**resources**
**£**
**£**
General funds
30,312,947
909,452
**Previous year:**
**At 1 January**
**2023**
**Incoming**
**resources**
**£**
**£**
General funds
26,833,580
1,473,396
**30**
**Cash generated from operations**
Surplus for the year
Adjustments for:
Investment income recognised in statement of financial activities
Gain on disposal of tangible fixed assets
Gain on disposal of investments
Fair value gains and losses on investment properties
Fair value gains and losses on investments
Depreciation and impairment of tangible fixed assets
Movements in working capital:
(Increase)/decrease in debtors
Increase in creditors
(Decrease)/increase in deferred income
**Cash (absorbed by)/generated from operations**|**Resources**
**expended**
**£**
(778,763)
**Resources**
**expended**
**£**
(670,100)|**Gains and**
**losses**
**£**
342,566
**Gains and**
**losses**
**£**
2,676,071
**2024**
**£**
473,255
(449,650)
(8,000)
(71,574)
10,500
(281,492)
83,900
(99,970)
81,957
-
(261,074)|**At 31**
**December**
**2024**
**£**
30,786,202
**At 31**
**December**
**2023**
**£**
30,312,947
**2023**
**£**
3,479,367
(421,022)
-
(15,760)
(2,571,967)
(88,344)
79,238
111,352
2,229
19,500
594,593|
|---|---|---|---|
- 24 -