2024-04-30-accounts - Retail Trust

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RETAIL TRUST

(A company limited by guarantee)

TRUSTEES’ REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

Company Number: 04254201 Charity Number No. (England and Wales): 1090136 Registered Charity No. (Scotland): SC039684 Registered Social Landlord No. L4362

Retail Trust TRUSTEE REPORT AND FINANCIAL STATEMENTS For the year ended 30 April 2024

CONTENTS	Page
Legal and Administrative Details	2
Trustees’ Report	3
Independent Auditors’ Report	15
Consolidated Statement of Comprehensive Income	18
Consolidated Balance Sheet	19
Charity Balance Sheet	20
Consolidated and Parent Statement of Changes in	21
Equity
Consolidated Statement of Cash Flows	22
Accounting Policies	23
Notes to the Financial Statements	29

Retail Trust

LEGAL AND ADMINISTRATIVE DETAILS For the year ended 30 April 2024

INCORPORATED AND REGULATORY BODIES

Company limited by guarantee No. 04254201 Registered Charity in England and Wales No. 1090136 Registered Charity in Scotland No. SC039684 RSL No. L4362

REGISTERED OFFICE

The Form Rooms (2[nd] Floor) Tower Street Covent Garden London, England WC2H 9NS

COMPANY SECRETARY: David Kaye

TELEPHONE NUMBER: 020 8201 0110 CONFIDENTIAL HELPLINE: 0808 801 0808

WEBSITE: Corporate: www.retailtrust.org.uk

BOARD OF TRUSTEES

Alistair McGeorge - Chairman Paul Allen – Honorary Treasurer (appointed 28 November 2023) Paul Armstrong Erin Brookes Philip Bell-Brown Lesley Exley Gita North Christopher Powell Bruce Findlay (appointed 23 January 2024) Alison Porter (appointed 1 March 2024) David McCorquodale (resigned 27 June 2024) Michael Logue (resigned 28 November 2023) Brian Small (resigned 28 November 2023)

ACTUARY

First Actuarial LLP Network House Basing View Basingstoke Hampshire RG21 4HG

BANKERS

National Westminster Bank Plc 317 Hale Lane Edgware Middlesex HA8 7AX

Employees & beneficiaries: www.myrtwellbeing.org.uk

EXECUTIVE TEAM

Christopher Brook-Carter Chief Executive Officer Peter Foster Chief Financial Officer Jamie Malcolm Managing Director Lawrence Coen Managing Director Supported Living Services Kathy Macintyre Director of Supported Living Services Cliff Lee Director of Wellbeing Poppie Foakes Director of Wellbeing Innovation

AUDITOR - External

Haysmacintyre LLP 10 Queen Street Place London EC4R 1AG

AUDITOR - Internal Mazars LLP Tower Bridge House St Katherine’s Way London E1W 1DD

INVESTMENT MANAGER

INSURANCE BROKER

Griffiths & Armour Drury House 19 Water Street Liverpool L2 0RL

Evelyn Partners Group Limited 25 Moorgate London EC2R 6AY

SOLICITOR

Harper Macleod LLP The Ca’d’oro 45 Gordan Street Glasgow G1 3PE

Retail Trust TRUSTEES’ REPORT

OUR CAUSE

Creating hope, health and happiness for everyone in retail.

OUR VISION

From 1832 onwards, the Retail Trust has been caring for and protecting the lives of people working in retail. We believe the health of our colleagues is the foundation they need to flourish in both work and life, creating a more sustainable and successful future for retail.

OUR BELIEFS

Our beliefs reflect those of the original founders in 1832 and are as relevant now as they were back then. They guide the way we behave with one another, our partners and our colleagues in retail.

Championing health in retail
Since 1832 we have been championing health in retail. We are always looking for new opportunities to help and provide hope to our people.
All in One Trust. We’re at our best when we are collaborating seamlessly together with our partners and customers to look after the health of our people.
Transforming lives for good We make a difference by empowering people to lead happier lives. And we follow through on our word, always.

OUR STRATEGIC FOCUS 2023/24 AND BEYOND

Single Point of Focus

Each year we have one overarching strategic focus towards the ambition we set out in 2021. This year has been to lay the foundations and associated investment as a growth innovator with actionable insights at our core via our dashboards.

Additionally, we have 4 strategic pillars for the year:

1. In wellbeing we wanted to drive engagement with our services so more colleagues get the access they need when they need it by harnessing the power of the data that we sit on. We collect a wealth of retail employee data. We are uniquely placed to use this data to create a proprietary data platform, the retail wellbeing platform.

2. With the focus of the value we provide the sector shifting towards data and insights, we are rebalancing our current product offering to embed the retail wellbeing platform into our core offering, enriching the value we are able to provide to our clients and helping more colleagues access the help they need.

3. By driving market share gains through new acquisition of partners we have been increasing the numbers of retail colleagues we engage with and help. With only 17% share of retail at the moment there is significant opportunity to unite the sector around one source of data truth as well as creating industry recognised standards in health and wellbeing.

4. In our residential services, we wanted to launch a new strategic direction for our estates based on a more robust financial model, with targeted planned development in order to offer an even better standard of living at a cost our residents can afford.

Retail Trust TRUSTEES’ REPORT ( continued )

CHAIRMAN’S MESSAGE

Dear Supporters, Sponsors, Patrons, Volunteers and Colleagues

I want to start by thanking everyone for their contributions over the last 12 months, in what has been a landmark year for our organisation.

In 1832 our founding Trustees conceived of an organisation that would play three critical roles in the way the industry ran. The first was to champion the notion that businesses had a moral and financial imperative to promote the health and happiness of those working in the sector. Secondly, that this vision could only become a reality if it were backed, promoted and actively championed by a broad coalition of leaders and businesses. And finally, that the goal of the charity was to empower people to take control of their own lives.

Those guiding principles, laid down almost two centuries ago are arguably a more powerful guiding light now than at any time in our history.

I am pleased to say that more retail businesses than ever before have engaged in the services provided by the Retail Trust in the last year, and more colleagues from our partners have been positively impacted by the work that we do.

The timing of this drive to engage the sector in greater numbers could not be more important. Data from our services and surveys continues to paint the picture of the challenges retail colleagues face every day from the cost-of-living crisis to rising levels of abuse, violence and shoplifting.

As we seek to unite the industry around solutions to these issues, which threaten to undermine the sector’s long held reputation as a people-first industry, we have made significant investments this year into building out our data, AI and insight capabilities.

These investments are crucial to the future of our organisation and its role at the heart of the retail sector, but also ensure that we enter a new phase of digital transformation that will significantly grow our wellbeing operations, the numbers of colleagues we can reach and the income we need to reinvest in the future.

In March, we launched a proprietary data and AI platform – the Happiness Dashboard – which leverages the huge amounts of data on employee health that we sit on and generates insights to allow us to get the help retail colleagues need when they need it. Moreover, it gives retail leaders the tools to identify how best to direct their wellbeing efforts and how those efforts translate into boosting productivity.

We worked alongside a number of build partners, including Next, B&Q, Wincanton, Ann Summers and FatFace to ensure the capabilities added value and can be integrated into the retail industry seamlessly. And I would like to thank them as well as our technology and data partners, Microsoft, BJSS, Kerv and WorkL for their efforts in bringing this vision to life.

Meanwhile, across the world of our core wellbeing offer, we saw a number of new retailers join our coalition including WHSmith’s, BP, Inditex, The Entertainer and Fortnum & Mason. This ongoing growth of our community is testament to the quality of our services and the retail industry’s commitment to work together to bring about a happier and healthier sector.

Meanwhile, our percentage renewal rates of current partners remained in the 90s, with many adding additional services such as virtual GP and children and young people counselling, as the benefits of a broader wellbeing offering become apparent.

Continuing to cement our position at the centre of the retail sector and build out our community, we hosted our second and largest festival of wellbeing – Togetherfest. Welcoming over 1,000 retail colleagues from across the country from over 150 retailers, it provided people with a valuable day of learning and experience around workplace wellbeing. Moreover, our third People Leader’s Summit in November was also a great success and thank you to the 100s of HR professionals who joined us for the day to share their experiences and best practices.

Retail Trust

TRUSTEES’ REPORT ( continued )

As our coalition grows, we also welcomed a number of new charity partners, ran a successful fundraising campaign at the Retail Week Awards and held our second Gala fundraising dinner in partnership with the Retail Summit which raised £90,000.

In our residential services, we were delighted to open new accommodation on our Marshall Hall Estate in London following a £1.6 million investment. Ten SMART flats were opened in February 2024, taking the total number of properties we run in London to 82. The new flats are SMART home enabled, modern and spacious but sympathetic to the Grade 2 listed building they are in, continuing in our mission to create a digitally enabled portfolio of properties that will improve the lives of our residents by encouraging and supporting independent living.

We also began work on a £1 million renovation of our Hugh Fraser Retirement Estate in Newton Mearns to create a new community hub for older people and the community across East Renfrewshire. Three disused spaces within the estate’s Crookfur House are being refurbished by the Retail Trust to build the new facilities, which will cater for more than 1,000 local people a year and provide more support for those most at risk of isolation and with long-term health needs.

I am delighted by the progress we have made in the last 12 months and excited by the ongoing growth of our core services and the number of retail colleagues and families we now reach. Thank you once more to all our stakeholders for their efforts.

Alistair McGeorge Chair of Trustees

Date: 24 September 2024

Retail Trust TRUSTEES’ REPORT ( continued )

The Trustees present the report together with the audited financial statements of the Trust for the year ended 30 April 2024. The Trustees are directors under company law and this report represents the directors’ Annual Report and the Strategic Report.

OBJECTIVES AND ACTIVITIES

1. KEY OBJECTIVES

The Charity shall operate for the public benefit in pursuance of the following charitable objects to support individuals who are or have been in employment within the retail and associated sectors in need because of youth, age, ill-health, financial hardship or another disadvantage, in particular by:

the provision of wellbeing services, for example counselling, cognitive behavioural therapy and critical incident support;
the provision of advice and assistance, particularly to individuals who would otherwise be unable to obtain such advice;
the provision of specially designed or adapted housing and items, services and facilities calculated to relieve the needs of beneficiaries;
the provision of grants, items and services to individuals in need and/or charities, or other organisations working to prevent or relieve financial hardship or distress;
advancing awareness and understanding, social inclusion and mobility of individuals, in the retail and associated sectors by providing financial assistance through educational grants and bursaries, advice and assistance and organising educational programmes and other activities to develop their skills, capacities and capabilities to enable them to gain employment in the retail sector;
furthering such other purposes which may be charitable according to the law of England and Wales and the law of Scotland in connection with the retail and associated sectors in the United Kingdom as the Directors see fit from time to time by the provision of financial and other support.

2. KEY ACTIVITIES

The Trust organises its operations around three key activities:

Supported Living, for those who have retired from the sector;
Wellbeing Services, for those still active in the sector;
Fundraising, creating opportunities for those who work in the sector to engage and partner with us to accomplish our cause.

Our wellbeing activities have become front and centre of our activities to continue to contribute to the Hope, Health and Happiness of all involved in the sector. All of these operations have as their primary objectives the wellbeing of all beneficiary groups involved.

STRATEGIC OPERATIONS REPORT

1. OVERVIEW

The Trust is the oldest trade charity in the UK covering over 3 million people working in retail and supporting industries through to the end of the reporting period. Our scope is the wellbeing of everyone involved in all forms of retail and retail supporting services, from factory to warehouse, from shop floor to online supply chain and all functions supporting that journey.

Supported Living

The Trust owns and operates supported living estates for retirees in London (Mill Hill), Derby (Leylands), Glasgow (Crookfur), Liverpool and Salford. The provision of retirement estates has been a key part of our work since 1897. It includes both the provision of supported living and extra care services.

We currently support circa 450 residents in highly regarded accommodation with superior support services.

Maximising the potential of our physical assets remains key to our sustainability. We opened 10 new digitally-enabled units at Marshall Estate, London, partly funded by a bank loan and began work on a £1m refurbishment of our Glasgow community centre.

We continue to see our void rates below industry standards and have gone to great efforts to create efficiencies wherever we can to help residents deal with the cost-of-living crisis.

There continues to be a strong case for our “smart homes and villages” and for our asset optimisation program to continue across our estates, now the London redevelopment has concluded.

Wellbeing Services

Our key themes of Hope, Health and Happiness have continued to generate strong engagement from existing and new customers of our wellbeing services. And this year we made a major investment into our data and AI capabilities to draw out learnings and insight from our activities to help retailers prioritise wellbeing. These investments further ensure we are cementing our relevance and

Retail Trust TRUSTEES’ REPORT ( continued )

that of our services to the ever-changing needs of the sector in the current climate of uncertainty.

We made a particular focus this year on the worrying rise in abuse and violence directed towards store staff and our Respect Retail campaign gained us valuable awareness and media exposure. We also introduced specific training to help colleagues deal with the increased abuse.

We also continued to focus on engagement of colleagues with our proactive wellbeing services via investments in marketing and content. This is ensuring that everyone from our partner businesses has access to the support they need.

We have made ongoing investments to our technology and in improving our systems and people to ensure that we can respond to the needs of the sector in a way that is relevant and that moves from being reactive to proactive. In the next 12 months, the focus will be on rolling out our new data platform and encouraging more partners to join the Trust as a wellbeing partner.

improvement if we are to maintain current pace of growth and engagement.

The Trust continues to overhaul the way that we work, future-proofing our systems and processes to remain relevant and responsive to the needs of our customers. Integration remains a key tool to truly transforming our services and leaning out our processes to add value to existing relationships and to create new opportunities for growth and success. We are conscious of the need to continue to remain compliant in stewarding personal data on behalf of its owners: our helpline callers, residents, donors, and other contacts. A hallmark of responsible business practice in the digital age is managing these data resources in an ethical manner and in line with GDPR guidelines.

Our aim as a team continues to be supporting and guiding the transformation of all the Trust’s service delivery to meet and ultimately anticipate the needs and expectations of our stakeholders and be a true trailblazer in the wellbeing of ALL involved in retail.

2. FINANCIAL REVIEW

Business Transformation

The digital platform that will provide invaluable data and insights for our retail colleagues has been built with the help of our retail build partners and BJSS. The platform is ready to sell to all our current colleagues and potential new business clients. There will be a need for ongoing development and improvements of the platform that will require additional investment.

Digital investment is planned for our Supported Living residents to enable more access to technology in the coming year. The Trust is also investing heavily in the Glasgow estate and is spending over £1m in rebuilding the residents’ communal areas, kitchen and conservatory during 2024/25.

Our website continues to be a valuable resource for our wellbeing partners and the continued evolution of the content and resources, allowing us to intuitively improve the ease of navigating the pages, whilst also ensuring that the learning derived from the engagement with content allows us to prioritise our system development to ensure we deliver valuable information using the best and most efficient means available to us on our platforms.

As we continue to automate our activities, the reporting and management of our reports and our processes becomes much clearer and we recognise that there is still significant room for

In 2023/24, the Trust has benefitted from 29% growth in wellbeing services income, driven by high levels of renewals, the cross-selling of new services and training and a successful year of onboarding new partners.

Total income for the period is up 8.1% to £10.9m from £10.1m in the previous year when excluding the one-off BP donation of £2.5m in 2022/23.

The Trust continued its partnership with Retail Week Awards and held the second Gala dinner with the Retail Summit.

Income from Supported Living housing lettings has grown by 7%. Void rates have reduced slightly to 2.4% in 2023/24 from 2.6% in 2022/23.

Costs have increased by 26.3% during the year, as we invested heavily in our digital capabilities and the internal expertise to leverage our data. We also launched a new 24-hours helpline service. These improved services are expected to underpin the next growth phase of the Retail Trust and help us acquire new partners.

The FRS102 calculation gives a more marketsensitive valuation of the pension scheme than a triennial valuation, this calculation continues to put the pension in an asset position. The Trust has made the decision not to recognise the asset and will consider its policy for provisioning following the outcome of the actuaries’ calculations.

Retail Trust TRUSTEES’ REPORT ( continued )

These movements contributed to a net deficit of £2.70m and total comprehensive income of £0.14m during 2023/24. Net assets have decreased in line with other comprehensive income to £35.28m and at 30 April 2024, cash at bank and in hand was £3.91m, £1.55m down on the previous year.

3. VALUE FOR MONEY (VFM)

Our Sector continues to experience significant challenges both structurally and economically. The impact of inflation and the war between Russia and Ukraine has accentuated that process markedly. It is imperative therefore that we ensure VFM in the support and services we provide to the sector.

We manage our VFM controls via the Executive Directors business meetings with clear policies on tendering and astute contract negotiation.

DELIVERY OF VFM DURING 2023/24

Social Impact

The Trust plays an integral role in supporting public services. We create considerable fiscal savings and economic benefits through reducing the impact on health services, social care, and welfare benefits by delivering wellbeing support, supported living, financial inclusion and career development services.

Since The Social Value Act of 2012, the measurement of public services and public sector projects is in part driven by the social impact and social value created. We now have a responsibility to account for Social, Economic and Environmental impact of the projects and services we deliver.

This applies to physical health, mental health, employment and skills, education, social care, housing and construction projects. Commissioners are required to factor social value into the procurement and funding process. Social Value is then measured and evaluated throughout the project or service delivery. Evidence needs to be visible of Value for Money, Social Value added and Social Impact.

Regulator of Social Housing Value for Money Metrics

There are seven VFM metrics which the RSH requires us to measure as we are in part a Social Housing provider.

They relate mostly to Supported Living Housing and are as follows: -

Metric 1 Reinvestment in Housing Property Assets

The reinvestment figure for the year was 1.39% compared to prior year 6.22%.

Metric 2a/2b New Housing Provision

During the year, no new units were added and therefore the metric is 0%.

Metric 3 Gearing %

During the year, we recorded 4.79% gearing, compared with 2022/23 at (0.28%). The figure is after drawing down a further £0.57m of bank borrowing from Bank of Scotland. The repayment of a third of the loan began in February 2021 and continues until 2029 when a bullet repayment of the balance is payable or the option to refinance the loan.

Metric 4 EBITDA MRI Interest Cover

For 2023/24 the result is (4.18) in comparison to 12.15 in the prior year. This calculation however includes the non-housing areas of the Trust which distorts the result, so when we only include Cottage Homes it is 3.72 and 6.47 for the prior year which provides a more meaningful indicator of the interest cover of the Trust.

Metric 5 Headline Social Housing Cost £

Per unit the cost was £12.5k in 2023/24 up from £11.5k in 2022/23.

Metric 6a and 6b Operating Margin

The social housing operating margin was 5.9% and for the Trust overall (24.8%) in 2023/24 compared to 8.3% and 13.8% in 2022/23.

Metric 7 Return on Capital Employed

In 2023/24 the figure is (6.3%) compared to 3.8% in 2022/23.

Example of VFM delivery

WELLBEING SERVICES

Wellbeing services have developed considerably with the ability to deliver on-demand sessions of single telephonic counselling sessions, through our in-house counsellors. Not only do we ensure that people can access support quickly, confidentially and with the confidence that their needs can be met, we offer a number of other significant modules that support all our retail colleagues in different ways such as Menopause training, financial advice, support with grants, as well as 1[st] Line Management training. The offerings that the Trust is able to provide to our colleagues and clients has developed significantly and offers significant VFM.

Retail Trust TRUSTEES’ REPORT ( continued )

POLICIES

1. RESERVES

The Board has developed a reserves policy which is in line with the guidance given by the Charity Commission’s booklet CC19 and subsequent documents. Following a review of the risk register, an appropriate level of reserves has been established so as to enable the Trust to continue its charitable activities and this is set at 3 to 6 months of fixed operating costs.

Note 22 reflects the relevance of the increased focus on wellbeing services with a designated reserve being held for use for wellbeing and cost of living crisis support of £2.37m. The pension scheme remains in an FRS102 asset situation and hence the pension reserve remains in a nil position. The Trust has retained earnings of £5.91m. Any remaining excess cash is being built up to enable us to make an optional repayment of the full £3.33m balance of the Tranche B portion of the loan, the remaining funds are held to allow us to remain within our requirement of £1.0m ‘free reserves’.

The other reserves are restricted or designated in nature and are described in more detail in Notes 22, 23 and 24. Restricted reserves are used only for the purpose for which the donor has specified. Designated reserves are those reserves which have been set aside by the Trust to be used for a named purpose. If that purpose subsequently is not relevant, then these reserves are transferred back to unrestricted. It is expected that restricted reserves will be spent over the next 2 years and that the designated reserves will be spent over the next 5 years.

2. KEY MANAGEMENT PERSONNEL REMUNERATION

All key management personnel receive a base salary which is based on factors such as qualification, length of service, experience and performance and their package may include superannuation and fringe benefits.

The Trustees review Executive Director packages annually through the Trust’s Remuneration Committee and by reference to its financial performance and individual Executive performance.

The remuneration policy is designed to attract the highest calibre of Executives and reward them for performance that results in the long-term growth and sustainability of the Trust.

The Trustees, through the Remuneration Committee, are ultimately responsible for setting remuneration levels for the Executive Directors. The Executive Directors, working within guidelines supported by the Trustees, are responsible for the setting of salaries for staff below Executive Director Level.

In deciding the levels of pay and rewards for the Executives, Trustees consider:

the purposes, aims and values of the Trust, and its beneficiaries’ needs;
the competitive nature of the work and recognition that performance related pay and incentives may be appropriate at Executive level;
how Executive pay is linked to the skills, experiences and competencies that the Trust needs and the scope of their roles;
the Trust’s ability to pay without impacting
charitable services.

Trustees will also consider:

the benefit to the trust that such positions will bring;
the cost to the trust of increasing remuneration levels;
affordability, including in the longer term (based on a risk assessment of future income and expenditure);
an assessment of the Trust’s and Executives performance against KPIs, budget, expectations, both short and long term;
the wider ‘employment offer’ they can make to executive members, where basic pay is one part of a package that includes personal development, personal fulfilment and association with the Trust’s cause;
the Trust’s track record in attracting and retaining committed and motivated Executives.

3. HEALTH AND SAFETY

The health and safety of residents, employees and volunteers is of paramount importance to the Trust. There is a robust health and safety structure at each location, coordinated by a Health & Safety Committee which devises and reviews policies as necessary in line with legislation and good practice. Regular Health & Safety audits take place with an action plan devised to ensure effective resolution of any issues arising. An annual report is presented to the Board.

The Trust’s employment policy is to offer fair pay to attract and keep appropriately qualified Executives to lead, manage, support and deliver its aims.

Retail Trust TRUSTEES’ REPORT ( continued )

4. INVESTMENT

The Trust has adopted a capital and income growth policy which, over the long-term (over 5 years’ time), will endeavour to maintain the value of the assets.

As permitted by the Trust’s rules, the Board instructed Evelyn Partners Investment Management LLP, to operate on a discretionary basis since 2015. The investment performance is benchmarked against a composite of indexes being UK Government bonds - Markit iBoxx GBP Gilts 1- 5 Yrs (10.0%), HFRX Global Hedge Fund (10.0%), Alternatives – MSCI ACWI ex UK NR (35.0%), MSCI UK IMI NR (35%), MSCI UK IMI Core Real Estate NR (5%), SONIA Lending Rate (5.0%).

in the accounts. This compares with an asset of £0.79m in the previous year

7. FUNDING

Traditional fundraising activities (excluding Donations in Kind) continue to be less of an income source for the Trust.

The majority of our income comes from paid for service; residential services, corporate partnerships or wellbeing services, of which some are of a minimum contract duration of one year but with some now incorporating 3 or 4 year contracts. Sources of funding:

Residents
Local authorities
Grants & Institutions

The actual net return for the year was 7.52% compared with the benchmark of 10.0%. This is lower than the Board’s requirement and a review will take place to understand how best to gain the returns that the Board desire. The Trust meets with the investment managers regularly to review performance. The portfolio is maintained to a risk profile as agreed with the Board.

The portfolio was valued at £1.77m at 30 April 2024 in comparison to £1.66m at 30 April 2023.

5. FINANCIAL ASSISTANCE

The Trust awarded £387k in financial assistance grants, a decrease of 4% on the previous year. This is driven by the increase in Retail companies asking the Trust to provide administration services for their own hardship funds resulting in individuals requesting financial assistance from specific retail funds rather than our own. The Trust provides administration services for over £2m in hardship funds across multiple Retail companies.

6. PENSION

The Trust sponsors group personal pension arrangements with Legal and General which has £1.516m funds under management in individual employee name policies. This arrangement commenced in 2014 and a small percentage of employees have opted out of this auto-enrolment scheme.

The Trust previously operated a defined benefit final salary pension scheme (FS) which was closed to new entrants in 2008. From 2009 a career average scheme (CARE) for new entrants was operated. CARE was closed to new entrants in March 2013. Both schemes were closed to future accrual on 31 January 2014.

Under Financial Reporting Standard FRS102 there was an asset at the year-end of £0.17m for the FS/CARE schemes. This asset was not recognised

Wellbeing Services

This funding model allows the Trust to plan and mitigate against financial incidents and promotes some stability of income. It also allows us to continuously pivot to meet the needs of our clients, coping with the changing wellbeing landscape and the ongoing challenges faced by our beneficiaries.

Within the traditional fundraising disciplines our key focus is on Events, Challenges, Trusts and Institutions and Donors both individual and corporate. However, looking forward, our strategy continues to be driven by our wellbeing services as traditional sources such as Events slowly return to the extent that they existed pre-pandemic.

8. FUNDRAISING REGULATOR

We are registered with the Fundraising Regulator, demonstrating our commitment to ethical fundraising practice. We are committed to abide by the Code of Fundraising Practice and to the Fundraising Promise and are authorised to use the Fundraising Regulator badge on our fundraising materials.

To deliver our charitable purpose, we actively engage in maintaining and growing a wide range of funding sources.

All fundraising supports the Trust’s strategy and is in keeping with its values, ethics and reputation. Fundraising activity adheres to the following standards and complies with all relevant laws, including GDPR regulations:

the Trust is committed to protecting data and privacy. We ensure that any information given to us is held securely and safely;
the Trust holds and processes personal details in accordance with Data Protection Legislation, which is the Data Protection Act

Retail Trust

TRUSTEES’ REPORT ( continued )

2018 and the General Data Protection Regulation (EU) 2016/679;

the Trust is registered with the Information Commissioner (Registration Number Z8109661);
all communications to the public shall be truthful and open;
all monies raised will be for the stated purpose and will comply with our stated mission and purpose;
all personal information is confidential and is not for sale or given away or disclosed to any third party without the individuals consent;
no person directly or indirectly employed or volunteering shall accept commissions, bonuses or payments for fundraising activities on behalf of the organisation;
all fundraising activities must protect the reputation and integrity of the Trust at all times;
financial contributions will only be accepted if considered ethical;
we are always sensitive to signs that may indicate that any individual is in vulnerable circumstances, and needs support to make an informed decision. If we reasonably believe the individual lacks capacity to make a decision then a donation will not be accepted or will be returned if already made.

There were no fundraising complaints during the year.

9. COMPLAINTS

When we receive a complaint, we endeavour to resolve it quickly, fairly and effectively. We continue to improve the services we provide by listening and responding to the views of our clients, partners and stakeholders and by responding positively to complaints. We aim to ensure that:

protection and is registered with the ICO as our Data Protection Officer.

We continue to take data protection and data governance seriously and are working to ensure our activities all take place within a framework that respects the rights of the individuals who share their data with us. To support this commitment, we continue to provide training and support to all colleagues as well as actively monitoring processes and systems for vulnerabilities.

STRUCTURE, GOVERNANCE AND MANAGEMENT

1. INCORPORATION, LEGAL AND ORGANISATIONAL STRUCTURE

The Trust was incorporated on 17 July 2001 as a private company under the Companies Act and registered as a charity on 17 January 2002. Its memorandum sets out the objects and powers of the organisation and is governed in accordance with its Articles of Association. The Trust complies with HCA Governance & Financial Viability Standard. The retirement estates are across five locations in the United Kingdom; London, Glasgow (Crookfur), Derby, Liverpool and Salford.

2. GOVERNANCE

The governing body of the Trust is the Board of Directors, who are the Trust’s Trustees. The Board governs the organisation in line with its vision, aims and strategy. It is also responsible for compliance with the legal and statutory requirements of a UK charity and of a registered company.

The Board comprises at least three and not more than fourteen members or such other number as the Trustees may decide. New members are selected using formal recruitment processes and elected to the Board by the existing membership.

making a complaint is as easy as possible;
we treat a complaint as a clear expression of dissatisfaction with our service which calls for an immediate response;
we deal with it promptly, politely and where appropriate confidentially;
we will respond in the correct way, for example, with an explanation, apology or information on any action taken;
we will learn from complaints and use them to improve the services that we offer.

10. GDPR

We have a robust internal process for review of any issues we are notified of with regard to GDPR. The Head of Governance is responsible for data

Trustees serve for three years with a second term available also of three years in line with Charity Commission best practice. The normal tenure of a trustee is therefore six years.

There is a formal induction programme for new Trustees and all Trustees are encouraged to undergo external training for continuing development.

The Board met five times in the year to oversee and steer the work of the organisation; management of the Trust is delegated by the Trustees to the Chief Executive and the Executive team. It delegates appropriate functions to the Board sub-committees listed below and at least two members of every committee must be a Trustee.

Retail Trust

TRUSTEES’ REPORT ( continued )

*Sub-committees*	*Chair*
Risk/Audit/Finance	Brian Small (resigned) / Paul Allen
Remuneration & Nominations	Mike Logue (resigned) / LesleyExley
Supported Living & Property	Philip Bell-Brown

place. These are reviewed on a regular basis by the Board. There are also defined policies and procedures with which employees and Board members must comply to ensure the completeness and accuracy of transactions.

The RAF Committee meets up to four times per year. It considers the external auditor’s management letter which outlines weaknesses in internal control. Action to rectify weaknesses identified is monitored by the committee.

3. PUBLIC BENEFIT STATEMENT

The Trust develops its strategic plan to provide public benefit and achieve its objectives as set out in the objects of the Trust.

5. RISK

Trustees consider the key risks facing the Trust are:

Financial

The Trustees confirm that they have referred and had due regard to the guidance contained in the Charity Commission’s general guidance on public benefit when reviewing the Trust’s aims and objectives and in planning future activities.

4. INTERNAL CONTROL

The Trustees have overall responsibility for establishing and maintaining the whole system of internal controls and for overseeing its effectiveness.

The Board recognises that no system of internal control can provide absolute assurance or eliminate all risk. The system of internal control is designed to manage risk and provide assurance that key business objectives and expected outcomes will be achieved. It also exists to give reasonable assurance about the preparation and reliability of financial and operational information and the safeguarding of the Trust’s assets and interests. In meeting its responsibilities, the Risk, Audit and Finance Committee (RAF) has adopted a riskbased approach to internal controls. This includes a regular review of the risks to which the Trust is exposed, evaluating their nature and impact. Risk self-assessments are performed throughout the year and are audited on an annual basis.

In the prior year the Board appointed Mazars LLP to act as its internal auditors for a 3-year plan of audits. All audit reports, subsequent actions and follow ups are considered by the RAF Committee. A schedule of actions is prepared periodically and reviewed with the Chief Financial Officer and subsequently presented to the RAF committee for review.

The means by which the Board reviews the effectiveness of the systems of internal control, together with the robustness of the risk management framework, include standing orders and financial regulations which clearly set out the systems of delegation and authority which are in

The risk is that the income generation from services, donations and other fundraising activity is insufficient to meet the needs of the beneficiaries. We manage this risk to services and fundraising activity by monitoring and regularly evaluating existing income sources, by developing new sources of funding and encouraging strong expenditure controls. In extreme circumstances, the Trustees may need to reconsider some of the forms of support we provide.

Failure to support those in need

Failure to create awareness of the Trust in potential beneficiaries who are in need also presents a risk. We manage this through continuous marketing, an engaged feedback and relationship management process with retailers and networking. We monitor the reach of our services by use of KPI measures and are dedicated to delivering practical support, guidance and development opportunities to those most in need.

Residential Estates sustainability

There’s a risk that voids are not managed sufficiently well to continue to produce trading surpluses which can sustain not only future growth plans but ongoing maintenance and repair costs. This is a constant focus of the Housing team and the low void rates throughout the period, highlight the popularity of the estates.

We mitigate future challenges by strictly following government guidelines and ensuring our internal controls are regularly reviewed and updated in line with the guidelines and monitoring those of the local authority care providers attending our extra care facilities.

Safety

There’s a risk of an incident which would impact residents, visitors or employees. We manage this through a rigorous process of health and safety procedures and independent audits. During the

Retail Trust TRUSTEES’ REPORT ( continued )

winter months, we encourage all staff and residents to take the flu jab and COVID boosters, where relevant to limit as much as possible any impact of flu-related outbreaks across our teams, in particular, those working with our elderly residents.

Data Protection

To mitigate data protection risks the Trust undertakes rigorous work to ensure compliance with GDPR. We audit compliance and provide clear guidance on managing how information is used, passed on, and stored particularly with remote working in place for the majority of employees.

7. STATEMENT OF TRUSTEES’ RESPONSIBILITIES

The Trustees are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company, housing and trust 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 group and the parent and of the income and expenditure of the group and the parent for that period.

Cyber Security

The Trust is aware of the risk of cyber-attacks and promotes investment in resources and scrutiny which manages the risk. The Trust has recently become accredited to the Cyber Security Essentials standard.

Disaster Recovery and External Events

We have created plans which would be followed in the event of a disaster. For this purpose, disasters fall into the following categories:

Financial – a loss exceeding £1m

Physical – a disaster on one of the estates such as a viral outbreak

Reputational – in the national press with adverse reports Industry – a huge loss in the community which we serve

In each case, a pre-determined committee would meet with a set of pre-determined actions. Public relations messages would be prepared and ready to be released.

6. FRAUD

The Trust manages fraud risks through the system of internal controls and procedures. There is also an anti-fraud policy in place which sets out clear procedures for the reporting and investigation of suspected irregularities of any sort.

All cases of fraud or attempted fraud are reported to the RAF so they may consider whether appropriate action has been taken and whether internal controls require further review. All matters of financial loss are reported to the Police and all cases above the limit set by the Homes and Communities Agency are reported to them. The anti-fraud policy contains the clear message about the sanctions that will be employed for members of staff who are found to have perpetrated a fraud. A register of all incidents is open for inspection by members of the Board.

In preparing those financial statements, the Trustees are required to:

select suitable accounting policies and then apply them consistently;
observe the methods and principles in the Housing SORP;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent will continue in business.

The Trustees are responsible for keeping adequate accounting records to show and explain the group’s and the parent’s transactions and disclose with reasonable accuracy at any time the financial position of the group and the parent and enable them to ensure that the financial statements comply with the Companies Act 2006, the Housing and Regeneration Act 2008, the Accounting Direction for Private Registered Providers of Social Housing 2019, the Charities and Trustee Investment (Scotland) Act 2005 and the Charities Accounts (Scotland) Regulations 2006. They are also responsible for safeguarding the assets of the group and the parent 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 Trust’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Retail Trust TRUSTEES’ REPORT ( continued )

8. STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR

The Trustees who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, that there is no relevant audit information of which the auditor is unaware. Each of the Trustees have confirmed that they have taken all the steps that they ought to have taken as Trustees in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

9. SUBSIDIARY UNDERTAKINGS

At 30 April 2024 the Trust had three subsidiaries, Retail Trust Events Limited, Cottage Homes Contracts Limited and RT Wellbeing Services Limited which are incorporated as private companies under the Companies Act 2006.

We encourage our employees to “Share the Load”. Particularly with managers who often are encouraged through understanding each other’s challenges and embracing the learning that other teams have benefitted from through adapting continuously to our changing needs as human beings.

We continue to challenge ourselves to ensure that employee wellbeing, diversity and inclusion is central to our organisations strategic planning moving forward.

11. AUDITORS

Haysmacintyre LLP have been appointed as the auditor at the Annual General Meeting.

This Trustees Report, including the Strategic report was approved by the Board on 24 September 2024.

Retail Trust Events Limited is a trading subsidiary which establishes corporate partnerships, conducts celebration events and other trading activities.

Cottage Homes Contracts Limited is a subsidiary which manages building and maintenance contracts of behalf of the Trust.

RT Wellbeing Services Limited is a subsidiary which manages income and costs of Wellbeing Services.

Retail Trust is the ultimate controlling party of all subsidiaries.

Alistair McGeorge

Paul Allen

Chairman

Honorary Treasurer

10. DIVERSITY AND EQUALITY

During the year, we continued to deliver relevant training and resources as standard to all employees. We have introduced clearer guidance for all employees to feel empowered to contribute to the topic of diversity, equality and inclusion in the workplace.

Mental health and wellbeing continue to be at the forefront of our activities and we continue to ensure that our employees are happy and healthy in their personal and professional lives. Our content and resources, which have proven relevant for our partners, has been just as engaging internally and we endeavour to remain open and accepting of all people.

Remote working remains a permanent option for our teams and we have been able to further drive flexible working across the Trust with the opening of our central London hub, making collaboration and supporting each other easier for those who regularly travel away from their base locations for client engagements.

Retail Trust INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RETAIL TRUST

Opinion

We have audited the financial statements of Retail Trust for the year ended 30 April 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Charity Balance Sheets, the Consolidated and Charity Statements of Changes in Equity, the Consolidated Statement of Cash Flows 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, 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:

give a true and fair view of the state of the group’s and of the parent charitable company’s affairs as at 30 April 2024 and of the group’s and parent charitable company’s net movement in funds, including the income and expenditure, 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 Companies Act 2006, the Housing and Regeneration Act 2008, the Accounting Direction for Private Registered Providers of Social Housing 2019, the Charities and Trustee Investment (Scotland) Act 2005 and regulation 8 of the Charities Accounts (Scotland) Regulations 2006.

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.

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 group’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 trustees are responsible for the other information. The other information comprises the information included in the Trustees’ Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

the information given in the Trustees’ Report (which includes the strategic report and the directors’ report prepared for the purposes of company law) for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report included within the Trustees’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ Report (which incorporates the strategic report and the directors’ report).

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 and the Charity Accounts (Scotland) Regulations (as amended) requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent charitable company; or
the parent charitable company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of trustees’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of trustees for the financial statements

As explained more fully in the trustees’ responsibilities statement set out on page 13, 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 group’s and the parent 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 group and the parent charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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:

Based on our understanding of the group and the environment in which it operates, we identified the principal risks of non-compliance with laws and regulations related to the regulation of registered charities and registered providers of social housing, as well as the health and safety regulations and GDPR, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, the Charities Act 2011, the Housing and Regeneration Act 2008, payroll tax and sales tax.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined the principal risks to be around the potential use of fraudulent journals and management manipulation of accounting estimates. Audit procedures performed by the engagement team included:

Inspecting correspondence with regulators and tax authorities;
Discussions with management including consideration of known or suspected instances of noncompliance with laws and regulation and fraud;
Evaluating management’s controls designed to prevent and detect irregularities;
Identifying and testing journals, using data analytics to focus on higher risk entries; and
Challenging assumptions and judgements made by management in their accounting estimates.

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 for the audit of the financial statements is located on the Financial Reporting Council’s website at: 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 charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and regulation 10 of the Charities Accounts (Scotland) Regulations 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.

Tracey Young (Senior Statutory Auditor) For and on behalf of Haysmacintyre LLP, Statutory Auditor

10 Queen Street Place London EC4R 1AG

Date: 31 October 2024

RETAIL TRUST CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 April 2024

		2024	2023
	NOTES	£	£

INCOME AND ENDOWMENTS from:
Charitableincome	1	1,420,402	4,106,871
CottageHomes	2	6,451,271	6,051,816
Tradingincome	3	3,012,666	2,336,752
Other income	4	326	77,470


TOTAL INCOME		10,884,665	12,572,909


EXPENDITUREon:
Raisingfunds	5	(1,621,124)	(1,216,989)
CottageHomes	2	(6,013,594)	(5,505,930)
Helpline, grants and otherservices	6	(6,014,554)	(4,083,077)

TOTAL EXPENDITURE		(13,649,272)	(10,805,996)

OPERATING (DEFICIT)/SURPLUS	7	(2,764,607)	1,766,913

Investmentincome	8	156,334	81,576
Pensioncosts	21	(96,000)	(115,000)


NET(DEFICIT)/SURPLUS		(2,704,273)	1,733,489



OTHERCOMPREHENSIVE INCOME
Gain/(Loss) on investments	16	107,413	(182,323)
Actuarialsurplusinpensionscheme	21	36,000	1,156,000

TOTAL OTHER COMPREHENSIVE INCOME		143,413	973,677

TOTAL COMPREHENSIVE INCOME		(2,560,860)	2,707,166

All the above results are derived from continuing activities. There are no recognised gains or losses other than those stated above. The notes on the accompanying pages form part of these financial statements.

The notes set out on pages 23 to 47 form an integral part of these financial statements

RETAIL TRUST CONSOLIDATED BALANCE SHEET as at 30 April 2024

Company Registration No.04254201

		2024	2023
	NOTES	£	£

FIXED ASSETS
Housing properties	13	36,689,713	36,801,453
Othertangiblefixed assets	14	2,136,736	2,270,103
Intangible assets	15	1,060,140	-
Investments atmarketvalue	16	2,151,218	2,023,106

TOTAL FIXED ASSETS		42,037,807	41,094,662
CURRENT ASSETS
Debtors	18	1,588,059	2,028,775
Cashand cashequivalents	19	3,907,427	5,461,261

TOTAL CURRENT ASSETS		5,495,486	7,490,036
CREDITORS:amountsfalling duewithinone year	20	(4,278,252)	(3,070,104)


NET CURRENT ASSETS		1,217,234	4,419,932

TOTAL ASSETS LESS CURRENT LIABILITIES		43,255,041	45,514,594

CREDITORS: amounts falling due after more than one year 20		(7,975,439)	(7,674,132)
Pension liability	21	-	-

NET ASSETS		35,279,602	37,840,462


RESERVES
Unrestrictedreserves	22	34,859,151	37,441,395
Restrictedreserves	23	34,247	34,247
Endowmentfunds	24	386,204	364,820

TOTAL RESERVES		35,279,602	37,840,462

The financial statements on pages 18 to 47 were approved by the Trustees and authorised for issue on 24 September 2024 and are signed on their behalf by:

Alistair McGeorge

Chairman

Paul Allen

Honorary Treasurer

RETAIL TRUST
CHARITY BALANCE SHEET
as at 30 April 2024
		2024
	NOTES	£

FIXED ASSETS
Housing properties	13	36,689,713
Other tangible fixed assets	14	1,935,313
Investments at market value	16	2,151,218
Investment in subsidiaries	17	156


TOTAL FIXED ASSETS		40,776,400

CURRENT ASSETS
Debtors	18	4,832,549
Cash and cash equivalents	19	3,341,387

TOTAL CURRENT ASSETS		8,173,936


CREDITORS: amounts falling due within one year	20	(2,739,323)


NET CURRENT ASSETS		5,434,613


TOTAL ASSETS LESS CURRENT LIABILITIES		46,211,013

CREDITORS: amounts falling due after more than one year	20	(7,975,439)
Pension liability	21	-

NET ASSETS		38,235,574



RESERVES
Unrestricted reserves	22	37,815,123
Restricted reserves	23	34,247
Endowment funds	24	386,204


TOTAL RESERVES		38,235,574

The total comprehensive (expenditure)/income for the year of the Parent Company is (£330,450) (2023: £3,332,042). The financial statements on pages 18 to 47 were approved by the Trustees and authorised for issue on 24 September 2024 and are signed on their behalf by: Alistair McGeorge Chairman Paul Allen Paul Allen Honorary Treasurer

RETAIL TRUST CONSOLIDATED AND PARENT STATEMENT OF CHANGES IN EQUITY for the year ended 30 April 2024

CONSOLIDATED	Unrestricted	Restricted	Endowment	Total
	Reserves	Reserves	Funds
	£	£	£	£
As at 1 May 2022	34,723,049	34,247	376,000	35,133,296
Surplus for the year	1,733,487	-	-	1,733,487
Other comprehensive income/(expenditure)	984,859	-	(11,180)	973,679
Total comprehensive income/(expenditure) for the year	2,718,346	-	(11,180)	2,707,166
As at 30 April 2023	37,441,395	34,247	364,820	37,840,462


As at 1 May 2023	37,441,395	34,247	364,820	37,840,462
Deficit for the year	(2,704,273)	-	-	(2,704,273)
Other comprehensive income	122,029	-	21,384	143,413
Total comprehensive income/(expenditure) for the year	(2,582,244)	-	21,384	(2,560,860)
As at 30 April 2024	34,859,151	34,247	386,204	35,279,602
PARENT	Unrestricted	Restricted	Endowment	Total
	Reserves	Reserves	Funds
	£	£	£	£
As at 1 May 2022	34,830,786	34,247	376,000	35,241,033
Surplus for the year	2,351,314	-	-	2,351,314
Other comprehensive income/(expenditure)	984,857	-	(11,180)	973,677
Total comprehensive income/(expenditure) for the year	3,336,171	-	(11,180)	3,324,991
As at 30 April 2023	38,166,957	34,247	364,820	38,566,024
As at 1 May 2023	38,166,957	34,247	364,820	38,566,024
Deficit for the year	(473,863)	-	-	(473,863)
Other comprehensive income	122,029	-	21,384	143,413
Total comprehensive income/(expenditure) for the year	(351,834)	-	21,384	(330,450)
As at 30 April 2024	37,815,123	34,247	386,204	38,235,574

RETAIL TRUST CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 April 2024

			2024		2023
		NOTES	£		£
CASH FLOWS FROM OPERATING ACTIVITIES
Net (deficit)/surplus			(2,704,273)		1,733,489

Adjustments for:
Depreciation&Amortisation			965,509		797,420
PensionCosts			96,000		115,000
Pensions assetmovement / deficitfunding			(60,000)		-
Amortisationofsocial housing grant			(25,600)		(25,600)
Decrease/(increase)indebtors			234,620		(649,118)
Increase in creditors			1,097,562		400,724
NET CASH (OUTFLOWS)/INFLOWS FROM OPERATING ACTIVITIES			(396,182)		2,371,915
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets			(643,219)		(3,099,404)
Purchase of intangible assets			(861,095)		-
Additions toinvestments			(167,138)		(623,417)
Proceedsfromsale of investments			165,987		578,685

NET CASH (OUTFLOWS) FROM INVESTING ACTIVITIES			(1,505,465)		(3,144,136)

CASH FLOWS FROM FINANCING ACTIVITIES
Drawdownof new long-termborrowing			5,004,862		1,000,000
Repayment of long-termborrowing			(4,637,501)		(187,814)

NET CASH INFLOWS FROM FINANCING ACTIVITIES			367,361		812,186
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS			(1,534,286)		39,965

Cashand cashequivalents at the beginning ofthe year			5,501,503		5,461,538

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR			3,967,217		5,501,503

Cash and cash equivalents
Cashand cashequivalents		19	3,907,427		5,461,261
Cash held byinvestmentmanagers		16	59,790		40,242

			3,967,217		5,501,503

	Balance at 1 May 2023	Cash Flows	Other Non- cash changes		Balance at 30 April 2024
Bank and cash	5,501,503	(1,534,286)		-	3,967,217
Loans due within one year	(187,814)	187,814	(40,454)		(228,268)
Loans due after more than one year	(5,396,956)	286,453	40,454		(5,723,863)
Net Debt	(83,267)	(1,060,019)		-	(1,984,914)

RETAIL TRUST ACCOUNTING POLICIES for the year ended 30 April 2024

GENERAL DETAILS

Retail Trust is a company limited by guarantee, incorporated in England and Wales (company number: 04254201), a charity registered in England and Wales (charity number: 1090136) and in Scotland (Scottish charity number: SC 039684) and Registered Social Landlord (number: L4362). The Trust’s registered office address is: The Form Rooms, 2[nd] Floor, 22 Tower Street, Covent Garden, London, WC2H 9NS.

ACCOUNTING BASIS

The format of the financial statements has been presented to company with the Companies Act 2006, FRS102 The Financial Reporting Standard applicable in the UK and Ireland, the Statement of Recommended Practice for social housing providers (Housing SORP 2018) and the Accounting Direction of Private Registered Providers of Social Housing 2022. The Trust is a Public Benefit Entity as defined by FRS102.

BASIS OF CONSOLIDATION

The group financial statements consolidate the financial statements of the Trust and its subsidiary undertakings, Retail Trust Events Limited, Cottage Homes Contracts Limited and RT Wellbeing Services Limited drawn up to 30 April 2024 on a line-by-line basis.

No separate statement of comprehensive income has been presented for the Company alone, as permitted by s408 of the Companies Act 2006. The total comprehensive (expenditure)/income for the year for the parent company is (£330,450) (2023: £3,332,042).

GOING CONCERN

The financial statements have been prepared on the going concern basis as the trustees consider there are no material uncertainties about the ability of the group or the company to continue on a going concern basis.

The Trust completed a critical review of costs and organisational structure to ensure that value for money remains a priority when engaging suppliers and to actively reduce waste and enhance our digital transformation plans to reduce the need to increase personnel costs by employing “smart” solutions in our Housing services.

In relation to expected future performance, or the effects on some future asset valuations, there has been a distinct shift in colleague expectations of their employers to take an interest in their wellbeing. This is most obvious in retail where we have seen a large-scale exit of people from the sector due to the negative impact the pandemic has had on their wellbeing at work. This has created a greater opportunity for the Trust to increase reach and impact through our Wellbeing Portal and through increased engagement with colleagues of those that subscribe to our wellbeing services.

There is therefore no material uncertainty that may cast significant doubt on the Trust’s ability to continue as a Going Concern. The trustees have prepared budgets and cash flow forecasts to support their consideration of this matter and these are reviewed regularly at the Board meetings and sub-committee meetings and the trustees are confident of the Trust’s ability to continue to support its beneficiaries and meet its obligations based on its cash position and ability to pivot quickly in response to changing economic factors.

INCOME

All income is included in the consolidated income and expenditure account when the group is legally entitled to the income receipt, is probable and the amount can be quantified with reasonable accuracy. Such amounts are stated net of VAT.

Income comprises rent and service charge contributions from tenants, Supporting People contractual income, income from fundraising events, voluntary income and pecuniary legacies.

Income is recognised on the following bases:

RETAIL TRUST ACCOUNTING POLICIES (continued) for the year ended 30 April 2024

rental and service charge income is recognised on a time apportioned basis and is stated net of losses from void properties;
income from the provision of supporting people contractual services is recognised as the services are provided;
fundraising event income is recognised when invoiced or received, whichever is earlier;
voluntary income is recognised where there is entitlement, probability of receipt and the amounts can be measured with sufficient reliability;
income tax refunds on donations are recognised on an accruals basis for all payment covered under a deed of covenant or gift aid certificate;
other gifts in kind to assist with fundraising events are recognised at a reasonable estimate of their value to the Trust and recognised in the financial statements as income to and resources expended against the respective activities;
investment interest income and dividend income are recognised when receivable.

EXPENDITURE

All expenditure is recognised when the related liability is incurred, and is classified in the Statement of Comprehensive Income according to the activity to which it relates.

Expenditure is recognised on the following bases:

fundraising costs include the direct costs of events held and related staff and depreciation costs;
fundraising costs are accrued to match the related income;
charitable activities costs are the direct costs of financial assistance grants, costs of the employee assistance programme and related staff and depreciation costs;
supported living and care home costs are the direct costs of management services, maintenance costs, repairs related, staff and deprecation costs;
service costs are the direct costs for the management and strategic planning processes of the Trust and related staff and depreciation costs;
where direct costs relate to a number of different activities they are apportioned to the different activities on a fair basis;
overhead and support costs which include the support functions of information technology, finance, governance and human resources are allocated to activities on a consistent and reasonable basis during the financial year. The allocation is based on the number of personal computer units used, transactional activity or a number of staff employed during the period;
irrecoverable VAT is charged to the income and expenditure account and is allocated to the different activities on the same basis as the corresponding costs are allocated.

ANALYSIS OF TRANSACTIONS BETWEEN REGULATED AND NON-REGULATED ACTIVITIES

Transactions between regulated and non-regulated activities have been presented with a fair allocation of overheads. Direct costs are allocated between regulated and non-regulated activities based on time and usage of the underlying activity and reviewed each year during the annual planning cycle. Support costs which include the central functions have been allocated as described in the above paragraph.

FIXED ASSETS – FREEHOLD HOUSING PROPERTIES

Freehold housing properties are stated at cost.

RETAIL TRUST ACCOUNTING POLICIES (continued) for the year ended 30 April 2024

FIXED ASSETS – FREEHOLD HOUSING PROPERTIES (continued)

Cost of housing properties

Cost includes the cost of acquiring land and buildings, development costs, interest charges incurred during the development period and expenditure incurred in respect of improvements. Items costing less than £500 are not capitalised unless part of larger projects.

Improvements are works which result in an enhancement of economic benefits such as increase in the net rental income, a reduction in future maintenance costs, or result in a significant extension of the useful economic life of the property in the business.

Depreciation of housing properties and component accounting

Freehold land and assets under construction are not depreciated. The Group operates full component accounting.

Depreciation is provided at rates calculated to write off the cost, less any estimated residual value, of each component evenly over its expected useful life, as follows:

Wall structure	125 years
Roof structure	75 years
Doors and windows	75 years
Boilers, electrics and plumbing	30 years
Kitchen and bathrooms	15 years
Lifts and stairs	30 years
External infrastructure and utilities	50 years
Fittings > £500	20 years
Digital	5 years

The estimated useful economic life for each component has been arrived at based on the Group’s current experience of component replacements. The useful economic lives of all components are monitored and revisions made where sustained material changes arise.

OTHER TANGIBLE FIXED ASSETS

All other tangible fixed assets are stated at cost less accumulated depreciation. Items costing less than £500 are not capitalised. The carrying values of other tangible fixed assets are reviewed for impairment if events or change in circumstances indicate the carrying value may not be recoverable.

Depreciation is provided at rates calculated to write off the cost, less any estimated residual value, of each asset evenly over its expected useful life, as follows:

Fixtures and fittings	5 years
Office equipment	5 years
Plant and machinery	10 years
Motor vehicles	5 years
Computer equipment and software	4 years
Office buildings	75 years

Land is not depreciated.

Impairment of assets

Housing properties and office buildings are subject to impairment reviews annually in accordance with FRS102. Where there is evidence of impairment, housing properties are written down to the recoverable amount. Any such write down is charged to the operating result.

RETAIL TRUST ACCOUNTING POLICIES (continued) for the year ended 30 April 2024

INTANGIBLE ASSETS

Intangible Assets are assets that do not have physical substance but are identifiable and controlled by the Trust and are capitalised where they will bring benefit for more than one year. The balance is amortised (charged) over the economic life of the investment to reflect the pattern of consumption of benefits. Intangible assets are initially recognised at cost. The depreciable amount of an intangible asset is amortised over its useful life. An asset is tested for impairment whenever there is an indication that the asset might be impaired – any losses recognised are posted to the Consolidated Statement of Comprehensive Income. Any gain or loss arising on the disposal or abandonment of an intangible asset is posted to the Consolidated Statement of Comprehensive Income.

Amortisation of intangible assets

Intangible assets are stated at cost less accumulated amortisation. The carrying values of intangible assets are reviewed for impairment if events or change in circumstances indicate the carrying value may not be recoverable.

Amortisation is provided at rates calculated to write off the cost, less any estimated residual value, of each asset evenly over its expected useful life, as follows:

Wellbeing Platform - Infrastructure Build	20 years
Wellbeing Platform - Dashboard Build & Data ingestion	5 years

INVESTMENTS

Investments are valued at market price, as represented by the bid price on the relevant stock exchange at the year-end.

Realised gains and losses on investments are calculated as the difference between sales proceeds and the carrying amount.

Unrealised gains and losses are taken to the Statement of Comprehensive Income.

The Trust owns deferred shares in Penny Post Credit Union Limited (previously Voyager Alliance Credit Union Limited). These shares are held at the value of consideration.

BASIC FINANCIAL INSTRUMENTS – ASSETS AND LIABILITIES

Basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable are accounted for on the following basis:

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within current liabilities.

Debtors and creditors

Debtors and creditors are recorded at the transaction price. Any losses arising from impairment are recognised in the Statement of Comprehensive Income. A provision for rent arrears and doubtful debts is made in the financial statements if rent arrears or debtors remain unpaid after six months, or as soon as there is reason to believe there is non-payment of the outstanding amount.

LIABILITIES

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the Trust to the expenditure.

Financial assistance grants

Financial assistance grants are payment made to third parties in the furtherance of the charitable objectives of the Trust. The grants are accounted for where either the Trustees have agreed to pay the grant without condition and recipient has a reasonable expectation that they will receive the grant, or any condition attaching to the grant is outside the control of the Trust.

RETAIL TRUST ACCOUNTING POLICIES (continued) for the year ended 30 April 2024

LIABILITIES (continued)

Grant commitments

Grant commitments are recognised in the accounting period when the relevant conditions underlying the grant have been met by the recipient or receiving entity of the grant. Grants authorised but unpaid at the balance sheet date are recognised as expenditure in the Consolidated Statement of Comprehensive Income where the conditions underlying the grants have been met.

Social Housing Grant

Social housing grant (SHG) is receivable from Homes England and is utilised to fund the capital costs of housing properties, including land costs. The balance of the grant received is recognised as a liability on the balance sheet and amortised on the same basis as the wall structures of the housing assets.

The amount of SHG receivable is calculated on a fixed basis depending on the size, location and type of housing property. SHG due from Homes England or received in advance is included as a current asset or liability. SHG received in respect of revenue expenditure is recognised in the same period as the expenditure to which it relates.

SHG is subordinated to the repayment of loans by agreement with Homes England. SHG released on sale of a property is normally available to be recycled and is credited to a Recycled Capital Grant Fund and included in the Balance Sheet in creditors. The SHG is repayable if properties funded by it are sold to any institution other than a housing association.

INTEREST PAYABLE

Interest is capitalised on borrowings to finance developments/redevelopments to the extent that it accrues in respect of the period of developments if it represents either:

interest on borrowings specifically financing the development programme after deduction of interest on social housing grant (SHG) in advance; or
interest on borrowings of the group as a whole after deduction of interest on SHG in advance to the extent that they can be deemed to be financing the development programme.

Interest is capitalised from the date of the site acquisition/commencement of redevelopment to the date of practical completion. Other interest payable is charged in the Consolidated Statement of Comprehensive Income.

CRITICAL ESTIMATES AND JUDGEMENTS

The Trust makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The 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 are discussed below.

The present value of the defined benefit pension scheme position depends on a number of factors that are determined on an actuarial basis using a variety of assumptions. Any changes in these assumptions, which are disclosed in note 21, will impact the carrying amount of the pension position. The Trustees' judgement is that the surplus on the defined benefit pension scheme at 30 April 2024 is not recoverable and therefore has not been recognised in the accounts.

PENSION SCHEME

Defined Contribution Scheme

The Trust operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits for the defined contribution scheme is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.

Defined Benefits Scheme

The Trust also operates the Retail Trust Retirement and Death Benefits Scheme, a UK registered trust-based pension scheme that provides defined benefits. The assets of the scheme are held separately from those of the Trust. Pension scheme liabilities are measured on an actuarial basis using the projected unit credit method and are discounted at the current rate of return on a high-quality corporate bond of the equivalent term and currency to the liability. This scheme is made up of two categories being a final salary scheme which was closed to new entrants in 2008 and a career average revalued earnings scheme (CARE) which was closed to new entrants in 2013. Both categories of the scheme closed to future accrual on 31 January 2014.

RETAIL TRUST ACCOUNTING POLICIES (continued) for the year ended 30 April 2024

PENSION SCHEME (continued)

Defined Benefits Scheme (continued)

Pension benefits are linked to the members' final pensionable salaries and service at their retirement (or date of leaving if earlier). The Trustees of the Scheme are responsible for running the Scheme in accordance with the Scheme's Trust Deed and Rules, which sets out their powers. The Trustees of the Scheme are required to act in the best interests of the beneficiaries of the Scheme.

There are two categories of pension scheme member:

Deferred members: former active members of the Scheme and not yet in receipt of a pension.
Pensioner members: in receipt of pension

Pension scheme assets are measured at fair market value at the balance sheet date. Increases in the present value of the scheme liabilities expected to arise from employee service in the period are charged to operating surplus. The net interest income or expenditure calculated on the scheme assets and liabilities by reference to the discounted rate is credited or charged to the surplus for the year. Actuarial gains and losses are recognised in other comprehensive income.

Where the scheme is determined to be in a deficit position, this is recognised in full as a liability. Where the scheme is determined to be in a surplus position, a surplus is recognised as an asset only to the extent that it can be recovered in future years through reduction in employers’ contributions or through a specific reimbursement from the scheme.

ENDOWMENT FUNDS

Endowment funds represent donations and legacies received where donors require that the capital must be preserved and the income must be spent on a particular purpose. Trustees may apply the income from endowment funds in line with such restricted purposes but the capital is permanent and must be held indefinitely.

RESTRICTED RESERVES

Restricted reserves represent donations and legacies received where donors require that they must be spent on a particular purpose or where funds have been raised for a specific purpose.

DESIGNATED RESERVES

Any sums which the Board members have designated for specific purposes in the future are treated as designated reserves. Transfers are made from the undesignated reserves account to the designated reserves account.

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

						2024			2023
NOTE 1 - CHARITABLE INCOME						£			£
GROUP
Restricted
Income from fundraising activities						35,000		302,217
Unrestricted
Gross income from events					219,860			544,532
Income from fundraising activities					747,538			3,159,893
Gifts in kind					418,004			100,229
TOTAL CHARITABLE INCOME					1,420,402			4,106,871


NOTE 2 - COTTAGE HOMES - GROUP	NOTE 2 - COTTAGE HOMES - GROUP
a) Turnover, operating costs and operating surplus	a) Turnover, operating costs and operating surplus
	TURNOVER		OPERATING COSTS	OPERATING COSTS			OPERATING SURPLUS
	2024	2023	2024	2023			2024		2024 2023
	£	£	£		£			£	£ £
Social housing lettings (2b)	6,338,003	5,903,813	5,963,549	5,415,438		374,454			374,454 488,375
Other social housing activities:	Other social housing activities:
- Supporting people	50,045	90,492	50,045	90,492				-	- -
Non-social housing activities:
- Letting	14,170	26,011	-		-	14,170			14,170 26,011
- Other	23,453	5,900	-		-	23,453			23,453 5,900
- Amortisation of SHG	25,600	25,600	-		-	25,600			25,600 25,600
	6,451,271	6,051,816	6,013,594	5,505,930		437,677			437,677 545,886
The accommodation provided is as follows:			2024	2023
Total number of units:
Owned			423	422
Under management			-		1
			423	423

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 2 - COTTAGE HOMES – GROUP (continued)

b) Income and Expenditure from social housing lettings

	SUPPORTED HOUSING	SUPPORTED HOUSING
	2024	2023
	£	£
NET RENTAL INCOME	6,338,003	5,903,813
Management	1,234,916	955,491
Services	3,008,631	3,073,438
Routine maintenance	289,291	339,533
Planned maintenance	50,860	124,163
Depreciation	678,718	565,694
Other costs	701,133	357,119
TOTAL EXPENSES	5,963,549	5,415,438
OPERATING SURPLUS	374,454	488,375
	2024	2023
Analysis of social housing lettings:	£	£
Rent receivable	2,642,742	2,436,170
Service Charges	3,695,261	3,467,643
Social housing lettings	6,338,003	5,903,813

Rental income is stated net of voids as follows:
	2024	2023
	£	£
Voids	155,456	160,263

The total losses for the year ended 30 April 2024 arising from the irrecoverable debts were £3,354 (2023: £16,903).

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 3 - TRADING INCOME

	2024	2023
GROUP	£	£
Unrestricted
Income from Wellbeing Services	3,012,666	2,336,752
TOTAL TRADING INCOME	3,012,666	2,336,752
NOTE 4 - OTHER INCOME
	2024	2023
GROUP	£	£
Sundry Income	326	77,470
TOTAL OTHER INCOME	326	77,470
NOTE 5 - EXPENDITURE ON RAISING FUNDS	NOTE 5 - EXPENDITURE ON RAISING FUNDS
	2024	2023
GROUP	£	£
Direct costs of events	95,594	231,082
Employee costs	241,102	230,383
Gifts in kind	418,004	100,229
Support and other costs	866,424	655,295

TOTAL EXPENDITURE ON RAISING FUNDS 1,621,124		1,216,989

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 6 – HELPLINES, GRANTS AND OTHER SERVICES

	2024	2023
GROUP	£	£
Counselling services	219,397	232,278
Financial assistance, bursaries and scholarships	386,794	402,580
Charitable services	396,866	250,186
Employee costs	1,582,021	1,283,863
Support costs	3,429,476	1,914,170
TOTAL HELPLINES, GRANTS AND OTHER SERVICES	6,014,554	4,083,077
NOTE 7 - OPERATING (DEFICIT) / SURPLUS
	2024	2023
GROUP	£	£
Operating (deficit) / surplus is stated after
charging:
Auditor’s remuneration – audit services	41,880	38,000
Auditor’s remuneration – non-audit services	5,365	4,790
Trustees' expenses	2,671	1,324
Depreciation of owned assets	958,460	797,420
Amortisation of intangible assets	7,049	-
Amortisation of housing grant	(25,600)	(25,600)
Redundancy costs	54,668	-

RETAIL TRUST

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 8 - INVESTMENT INCOME

	2024	2023
GROUP	£	£
Interest on bank accounts	105,461	30,273
Interest on loan	2,550	2,450
Interest and dividends on investments	48,323	48,853
TOTAL INVESTMENT INCOME	156,334	81,576
NOTE 9 - EMPLOYEES AND EMPLOYEE COSTS
GROUP	2024	2023
	No.	No.
Average number of employees:
Supported Living	49	39
Charitable services	44	40
Central support and fundraising	31	30
TOTAL EMPLOYEES	124	109

The total number of staff included part time employees. The full time equivalent average number of employees was 98 (2023: 86).

	2024	2023
Employee costs during the year:	£	£
Wages and salaries	4,980,447	3,759,401
National Insurance contributions	461,943	506,706
Pension costs	307,651	296,913
TOTAL EMPLOYEE COSTS	5,750,041	4,563,020

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 10 - KEY MANAGEMENT PERSONNEL AND THEIR EMOLUMENTS

GROUP

The key management personnel are defined as the members of the Board, the Chief Executive and the Executive team. The aggregate amount of emoluments paid to the Executive team was £1,270,997 (2023: £1,048,906). This figure includes aggregate pension contributions of £100,775 (2023: £115,175). Members of the Board received no emoluments during the year (2023: £nil).

During the year the Chief Executive received £343,245 (2023: £297,784) including benefits and pension contributions of £20,250 (2023: £18,518).

Remuneration banding, excluding pension and employer NI contributions, for all employees earning above £60,000:

	2024	2023
	No.	No.
£60,001 to £70,000	1	2
£70,001 to £80,000	1	3
£80,001 to £90,000	6	2
£90,001 to £100,000	1	-
£100,001 to £110,000	1	1
£110,001 to £120,000	1	-
£120,001 to £130,000	-	2
£140,001 to £150,000	-	1
£180,001 to £190,000	1	-
£190,001 to £200,000	1	-
£240,001 to £250,000	-	1
£280,001 to £290,000	1	-
	14	12

NOTE 11 - TAXATION

GROUP

The company meets the definition of a charitable company for UK corporation tax purposes. Accordingly, it is potentially exempt from taxation in respect of income or capital gains received to the extent that such income or gains are applied exclusively to charitable purposes.

The subsidiary companies are subject to corporation tax in the same way as any commercial organisation.

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 12 - RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption in FRS102 from disclosing transactions with other members of the Retail Trust group.

There were no other related party transactions during the year.

NOTE 13 - FIXED ASSETS - HOUSING PROPERTIES	NOTE 13 - FIXED ASSETS - HOUSING PROPERTIES
	2024	2023
	£	£
GROUP AND PARENT
COST
Opening as at 1 May 2023	42,807,973	40,519,799
Additions	508,433	2,288,174

Closing as at 30 April 2024	43,316,406	42,807,973
DEPRECIATION
Opening as at 1 May 2023	(6,006,520)	(5,507,987)
Provided in the year	(620,173)	(498,533)

Closing as at 30 April 2024	(6,626,693)	(6,006,520)

NET BOOK VALUE
As at 30 April 2024	36,689,713	36,801,453

As at 30 April 2023	36,801,453	35,011,812

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 14 - OTHER TANGIBLE FIXED ASSETS

GROUP	Fixtures &	Plant and	Comp Equip		Freehold Office
	Fittings	Machinery	& Software		Buildings		Total
	£	£	£		£		£
COST
Opening at 1 May 2023	670,135	403,898	1,777,598		1,145,933		3,997,564
Additions	28,993	82,218	93,709	93,709	-		204,920
Closing at 30 April 2024	699,128	486,116	1,871,307	1,871,307	1,145,933		4,202,484
DEPRECIATION
Opening at 1 May 2023	(278,561)	(229,101)	(1,020,904)		(198,895)		(1,727,461)
Provided during the year	(52,902)	(26,968)	(242,892)		(15,525)		(338,287)
Closing at 30 April 2024	(331,463)	(256,069)	(1,263,796)		(214,420)		(2,065,748)
NET BOOK VALUE
As at 30 April 2024	367,665	230,047	607,511		931,513		2,136,736
As at 30 April 2023	391,574	174,797	756,695		947,037		2,270,103
PARENT	Fixtures &	Plant and	Comp Equip		Freehold Office
	Fittings	Machinery	& Software		Buildings		Total
	£	£	£		£		£
COST
Opening at 1 May 2023	670,135	403,898	1,410,741		1,145,933		3,630,707
Additions	7,088	82,218	40,322	40,322	-		129,628
Closing at 30 April 2024	677,223	486,116	1,451,063	1,451,063	1,145,933	1,145,933	3,760,335
DEPRECIATION
Opening at 1 May 2023	(278,561)	(229,101)	(846,910)		(198,895)		(1,553,467)
Provided during the year	(50,386)	(26,968)	(178,676)		(15,525)		(271,555)
Closing at 30 April 2024	(328,947)	(256,069)	(1,025,586)		(214,420)		(1,825,022)
NET BOOK VALUE
As at 30 April 2024	348,276	230,047	425,477		931,513		1,935,313
As at 30 April 2023	391,574	174,798	563,830		947,038		2,077,240

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 15 – INTANGIBLE ASSETS

GROUP

		Wellbeing
	Wellbeing	Platform
	Platform	Dashboard
	Infrastructure	& Data	Total
	£	£	£
COST
Opening at 1 May 2023	-	-	-
Additions	859,007	208,182	1,067,189

Closing at 30 April 2024	859,007	208,182	1,067,189


AMORTISATION
Opening at 1 May 2023	-	-	-
Provided during the year	(3,579)	(3,470)	(7,049)


Closing at 30 April 2024	(3,579)	(3,470)	(7,049)


NET BOOK VALUE
As at 30 April 2024	855,428	204,712	1,060,140


As at 30 April 2023	-	-	-

The Wellbeing platform is an internally developed generative AI powered dashboard. It is part of the Retail Trust's 'Better You' data and insights offering which identifies data and patterns from colleagues' interactions with Retail Trust services and wellbeing surveys to provide an overall picture of staff mental health and actionable insights, to address specific issues like stress, financial worries or safety concerns at work. These intangible assets are held in RT Wellbeing Services Limited.

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 16 - INVESTMENTS

GROUP AND PARENT	Market Value	Market Value		Cost
	2024	2023	2024	2023
	£	£	£	£
Restricted
Listed investments	315,182	306,031	269,069	266,014
Unrestricted
Listed investments	1,457,496	1,358,083	1,244,254	1,180,500
Unlisted investments and cash	378,540	358,992	378,540	358,992


	1,836,036	1,717,075	1,622,794	1,539,492

TOTAL INVESTMENTS	2,151,218	2,023,106	1,891,863	1,805,506
Reconciliation of Market Value Movement:
	Unlisted	Listed	Cash	Total
	£	£	£	£
As at 1 May 2023	318,750	1,664,114	40,242	2,023,106
Additions	-	167,138	(167,138)	-
Disposals	-	(165,987)	165,987	-
Gain	-	107,413	-	107,413
Investment income received	-	-	35,385	35,385
Investment fee	-	-	(14,686)	(14,686)
As at 30 April 2024	318,750	1,772,678	59,790	2,151,218

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 17 - INVESTMENTS IN SUBSIDIARIES

At 30 April 2024, the Group and Parent had interests in the following subsidiaries:

Subsidiaries	Nature of business	Type of shares held	Proportion held	Country of incorporation
Retail Trust Events Limited (RTE)	Establishes corporate partnerships, conducts celebration events and other trading activities.	Ordinary	100%	England and Wales

Cottage Homes Contracts Limited (CHC)	Offers design and build contracting services to Retail Trust for its buildings.	Ordinary	100%	England and Wales


RT Wellbeing Services Limited (RTWS)	Provides wellbeing services to employees in the retail sector	Ordinary	100%	England and Wales

PARENT			2024	2023
			£	£
AT COST
As at 1 May 2023			156	156
Additions / (disposals) in the year			-	-

As at 30 April 2024			156	156

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 17 - INVESTMENTS IN SUBSIDIARIES (continued)

		CHC	RTE			RTWS
	2024	2023	2024	2023	2024	2023
	£	£	£	£	£	£
SUMMARY PROFIT & LOSS ACCOUNT
Turnover	9,590	68,562	445,537	581,782	3,151,262	2,372,834
Cost of sales	(9,366)	(16,956)	(510,517)	(428,218)	(1,601,830)	(2,477,985)
Expenditure - shared costs	Expenditure - shared costs (7,483)	(41,200)	(594,760)	(113,406)	(3,112,845)	(563,237)
Net (loss)/profit	(7,259)	10,406	(659,740)	40,158	(1,563,413)	(668,388)
SUMMARY BALANCE SHEET
Fixed & Intangible
Assets	-	-	-	-	1,261,564	192,864
Debtors	779,605	1,276,293	387,075	329,042	2,522,043	2,595,258
Cash at bank	225,593	72,140	102,749	235,650	237,698	1,090,530
Creditors	(1,050,134)	(1,386,110)	(1,176,058)	(591,186)	(6,245,954)	(4,539,888)
Net assets	(44,936)	(37,677)	(686,234)	(26,494)	(2,224,649)	(661,236)

Retained earnings	(44,937)	(37,678)	(686,289)	(26,549)	(2,224,749)	(661,336)
Called up share
capital	1	1 1	55	55	100	100
Shareholder
funds	(44,936)	(37,677)	(686,234)	(26,494)	(2,224,649)	(661,236)

Any net profits in a period above are distributed by means of gift aid to the parent charity.

RETAIL TRUST

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 18 - DEBTORS

NOTE 18 - DEBTORS
		2024		2023
GROUP		£		£

Rents receivable		242,242		146,774
Trade debtors		642,424		654,769
Other debtors		69,145		613,701
Accrued income		76,259		212,149
Prepayments		457,989		301,382
Penny Post Credit Union loan - Subordinated		100,000		100,000


TOTAL DEBTORS		1,588,059		2,028,775



		2024		2023
PARENT		£		£

Rents receivable		242,242		146,774
Trade debtors		9,734		17,000
Other debtors		7,859		132,462
Accrued income		63,443		133,581
Prepayments		129,163		128,284
Amounts receivable from subsidiary undertakings		4,280,108		1,770,458
Penny Post Credit Union loan - Subordinated		100,000		100,000


TOTAL DEBTORS		4,832,549		2,428,559



and trade debtors. The subordinated loan with Penny Post Credit Union was received	on 14 June 2024.

NOTE 19 - CASH AND CASH EQUIVALENTS

	2024		2023
GROUP	£		£

Cash at bank and in hand	1,340,558		2,373,344
Short term deposits	2,566,869		3,087,917

TOTAL CASH AND CASH EQUIVALENTS	3,907,427		5,461,261


	2024		2023
PARENT	£		£

Cash at bank and in hand	774,518		975,023
Short term deposits	2,566,869		3,087,917


TOTAL CASH AND CASH EQUIVALENTS	3,341,387		4,062,940

RETAIL TRUST

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 20 - CREDITORS

NOTE 20 - CREDITORS
	2024	2023
GROUP	£	£

AMOUNTS FALLING DUE WITHIN ONE YEAR
Unrestricted
Tax and social security	155,047	142,567
Other creditors	649,262	438,552
Accruals	1,062,523	936,116
Deferred income	2,157,552	1,339,455
Long term borrowing	228,268	187,814
Restricted
Social housing grant	25,600	25,600


TOTAL AMOUNTS FALLING DUE WITHIN ONE YEAR	4,278,252	3,070,104


AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Unrestricted
Long term borrowing	5,723,863	5,396,956
Restricted
Social housing grant	2,251,576	2,277,176


TOTAL AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR	7,975,439	7,674,132



	2024	2023
PARENT	£	£
AMOUNTS FALLING DUE WITHIN ONE YEAR

Unrestricted
Tax and social security	798,636	170,261
Other creditors	399,334	135,494
Accruals	1,004,216	632,263
Deferred income	283,269	1,866
Long term borrowing	228,268	187,814
Restricted
Social housing grant	25,600	25,600


TOTAL AMOUNTS FALLING DUE WITHIN ONE YEAR	2,739,323	1,153,298


AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Unrestricted
Long term borrowing	5,723,863	5,396,956
Restricted
Social housing grant	2,251,576	2,277,176

TOTAL AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR	7,975,439	7,674,132

Long term borrowing represents two development loans for the Crookfur & Mill Hill estates. In 2017, a £5m development loan facility was taken out for the Crookfur development and is secured over the freehold of the Crookfur estate. In 2023, a further £1.57m development loan facility was taken out for the Mill Hill development and is secured over the freehold of the Mill Hill estate. At year end, these loan balances were £4.39m and £1.56m respectively. The original terms of the £5m loan was interest only for the first 2 years, with the capital being repayable over the following 23 years at an interest rate of 1.75% over base rate. During the financial year, this loan was renegotiated to a 5 year fixed term loan with interest at 6.027% pa. The £1.57m loan was also renegotiated to a 5 year fixed term with interest at 6.022% pa. Both loans will mature in February 2029 where a bullet repayment or re-finance agreement at prevailing market rates will apply.

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 21 - PENSION PROVISIONS AND ARRANGEMENTS

GROUP AND PARENT

Defined Contribution Scheme

The Trust sponsors group personal pension (GPP) arrangements which is managed by Legal & General. It is an auto-enrolment scheme with the majority of staff having contributions invested with the GPP and only a small percentage of staff opting out. During the year, the Trust contributed £307,651 (2023: £296,913) to the scheme on behalf of staff. Employer contributions of £25,378 was outstanding at year end and this was paid to the pension provider on 1 May 2024.

Defined Benefits Scheme

The Trust operates a closed retirement and death benefits scheme with two categories of historic membership. The first category, the final salary pension scheme, was closed to new entrants in 2008. The second category, the career average scheme (CARE), was closed to new entrants in March 2013. Both categories of the scheme closed to future accrual on 31 January 2014. The closed retirement and death benefits scheme is actuarially assessed every 3 years by qualified independent actuaries and the scheme’s assets are held separately from those of the group in an independent Pension Trustee administered fund.

	2024	2023
The main assumptions used by the actuary are:	%	%
Rate of increase in pensions in payment – main	3.15	3.05
Rate of increase in pensions in payment - CARE	2.15	2.20
Rate of increase in pensions in deferment - main	3.30	5.00
Rate of increase in pensions in deferment - CARE	2.50	2.50
Discount rate	5.30	5.00
Retail Price Index inflation	3.30	3.15
Transfer values assumed taken at retirement	25%	25%
	2024	2023
Life expectancies:
Aged 65 at balance sheet date - Male S3PMA	85.5	86.0
Aged 65 at balance sheet date - Female S3PMA	87.8	87.8
Aged 45 at balance sheet date - Male S3PMA	86.4	87.4
Aged 45 at balance sheet date - Female S3PMA	88.9	89.3

Fair value of the assets and liabilities of the scheme were:	Value of Assets	Value of Assets

	2024	2023
	£	£

Equities	4,808,000	4,862,000
Bonds, LDI and cash	2,855,000	2,940,000
Diversified growth fund	3,494,000	3,506,000


Fair value of assets of the scheme	11,157,000	11,308,000
Present value of scheme liabilities	(10,990,000)	(10,521,000)
Adjustments for unrecognised asset	(167,000)	(787,000)


	-	-

RETAIL TRUST

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 21 - PENSION PROVISIONS AND ARRANGEMENTS (continued)

	2024	2023
Change in scheme liabilities	£	£

Scheme liabilities at 1 May 2023	(10,521,000)	(14,304,000)
Interest cost	(508,000)	(447,000)
Actuarial (loss)/gain	(677,000)	3,550,000
Benefits paid directly by the employer	716,000	680,000


Scheme liabilities at 30 April 2024	(10,990,000)	(10,521,000)



Change in scheme assets:

Fair value of assets at 1 May 2023	11,308,000	13,263,000
Actuarial gain/(loss) on assets	54,000	(1,607,000)
Employer deficit funding	60,000	-
Benefits paid	(716,000)	(680,000)
Interest income	546,000	412,000
Administration expenses	(95,000)	(80,000)


Fair value of assets at 30 April 2024	11,157,000	11,308,000



Analysis of the amounts recognised in net surplus/(deficit):

Administrative expenses	95,000	80,000
Net interest	(38,000)	35,000
Interest on irrecoverable surplus	39,000	-


Amount charges to net surplus/(deficit)	96,000	115,000



Analysis of the amounts recognised in other comprehensive income:

Actuarial (losses)/gains on liabilities	(677,000)	3,550,000
Return on assets excluding amount included in net interest	54,000	(1,607,000)
Surplus on scheme not recoverable	659,000	(787,000)


Amount recognised in other comprehensive income	36,000	1,156,000

Future funding obligation

The Trustees of the Scheme are required to carry out an actuarial valuation every 3 years. The last actuarial valuation of the Scheme was performed by the actuary for the Trustees as at 30 June 2022. This valuation revealed a funding shortfall of £670,000. In respect of the deficit in the Scheme as at 30 June 2022, the Trust has agreed to pay £60,000 pa for 6 years beginning 1 May 2024 (2023: £nil). The first £60,000 was due on 1 May 2024, but was paid early on 8 April 2024, and therefore no contributions are expected to be made into the Scheme during the accounting year beginning 1 May 2024.

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

RETAIL TRUST

NOTE 22 - UNRESTRICTED RESERVES

	As at	Surplus /			Transfers	As at
GROUP AND	1-May	(Deficit)		Gains /	between	30-Apr
PARENT	2023	for the year		(Losses)	funds	2024
	£	£		£	£	£
Designated
Reserves
Crookfur
development	144,095	-		-	-	144,095
Wellbeing reserve	2,683,933	-		-	(315,241)	2,368,692
Other unrestricted
reserves
Pension scheme
reserve	-	-		36,000	(36,000)	-
Property reserve	29,860,943	-		-	(469,024)	29,391,919
Retained earnings	5,477,986	(473,863)		86,029	820,265	5,910,417
Parent total
reserves	38,166,957	(473,863)		122,029	-	37,815,123
Retained earnings of
subsidiaries	(725,562)	(2,230,410)		-	-	(2,955,972)
Group total
reserves	37,441,395	(2,704,273)		122,029	-	34,859,151
	As at	Surplus /			Transfers	As at
	1-May	(Deficit)		Gains /	Between	30-Apr
	2022	for the year		(Losses)	Funds	2023
	£	£		£	£	£
Designated
Reserves
Crookfur
development	144,095	-	-	-	-	144,095
Wellbeing reserve	348,000	-	-	-	2,335,933	2,683,933
Other unrestricted reserves
Pension scheme
reserve	(1,041,000)	-		1,156,000	(115,000)	-
Property reserve	28,873,417	-		-	987,526	29,860,943
Retained earnings	6,506,275	2,351,311	2,351,311	(171,141)	(3,208,459)	5,477,986
Parent total
reserves	34,830,787	2,351,311	2,351,311	984,859	-	38,166,957
Retained earnings of
subsidiaries	(107,738)	(617,824)	(617,824)	-	-	(725,562)
Group total
reserves	34,723,049	1,733,487		984,859	-	37,441,395

RETAIL TRUST NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

NOTE 22 - UNRESTRICTED RESERVES (continued)

Property reserve

The property reserve represents net book value of the freehold housing and office properties adjusted by the social housing grant and long-term borrowing associated with the properties and is an amount that is not distributable.

Pension reserve

The pension reserve represents the balance in the defined benefit pension scheme.

Designated reserves

The designated reserves reflect the balances designated for the Crookfur development project, a ringfenced £2.37m for Wellbeing and cost of living crisis support.

Transfers between funds

A portion of the Wellbeing reserve was released during the year towards wellbeing activities. In the prior year a donation was received from BP to be used towards cost of living support. The unspent portion of the donation remains in the Wellbeing reserve for use in future financial years.

Pension Scheme represents costs of the scheme.

Property reserve represents the movement of the net position of the property assets at year end.

NOTE 23 - RESTRICTED RESERVES

GROUP AND PARENT

	Multi-	Other
	sensory	Trust	Wellbeing
	Stimulation	Funds	Services	Total
	£	£	£	£
As at 1 May 2022	10,247	24,000	-	34,247
Income	-	-	-	-
Expenditure	-	-	-	-

As at 1 May 2023	10,247	24,000	-	34,247
Income	-	-	35,000	-
Expenditure	-	-	(35,000)	-


As at 30 April 2024	10,247	24,000	-	34,247

The "Multi-sensory Stimulation" reserve is to provide specialist rooms of relaxation for dementia residents on the Cottage Homes estates.

The "Other Trust Funds" is a donation received from City of London Linen & Furnishing Trades Association in 2014 to fund specific equipment, including IT equipment, mobility vehicles and outdoor furniture for residents at the estates.

These funds were not utilised during the year. Both funds are currently under review by the Trustees to find the most practical use of these funds going forward to meet our residents’ needs.

The “Wellbeing Services” reserve are corporate donations received for use within the Wellbeing Services area of the charity and were fully expensed during the year.

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 April 2024

RETAIL TRUST

NOTE 24 - ENDOWMENT FUNDS

GROUP AND PARENT	John	John	John
	Goodenday	Goodenday	Walsh
	Cottage	Endowment	Pension	Total
	Homes Trust	Fund	Fund
	£	£	£	£
As at 1 May 2022	122,414	199,969	53,617	376,000
Decrease in the market value of investments	(3,640)	(5,946)	(1,594)	(11,180)

As at 1 May 2023	118,774	194,023	52,023	364,820
Increase in the market value of investments	6,962	11,373	3,049	21,384
As at 30 April 2024	125,736	205,396	55,072	386,204

The restricted reserves include three endowment funds. The investment income derived from the funds is for the use of Retail Trust in its ongoing operations; however, the capital is not usable.

NOTE 25 - CAPITAL COMMITMENTS

Amounts contracted for in the group but not provided for in the financial statements as at 30 April 2024 is £1,028,654 (2023: £nil).