COMPANY REGISTRATION NUMBER: 04102029 CHARITY REGISTRATION NUMBER: 1092160 Tetbury Rail Lands Regeneration Trust Limited Company Limited by Guarantee Financial Statements 30 November 2024 INDEX TO THE FINANCIAL STATEMENTS PAGE REFERENCE AND ADMINISTRATIVE DETAILS TRUSTEES, ANNUAL REPORT STRUCTURE, GOVERNANCE AND MANAGEMENT AIMS, OBJECTIVES AND ACTIVITIES PUBLIC BENEFITSTATEMENT ACHIEVEMENTS AND PERFORMANCES FINANCIAL REVIEW TRUSTEES, RESPONSIBILITY STATEMENT 8-10 11-12 REPORT OF THE INDEPENDENT EXAMINER 13 STATEMENT OF FINANCIAL ACTIVITIES 14 BALANCE SHEET 15 NOTES TO THE FINANCIAL STATEMENTS 16-30 TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 REFERENCE AND ADMINISTRATIVE DETAILS Registered charity name Tetbury Rail Lands Regeneration Trust Charity registration number 1092160 Company registration number 4102029 Principal office and registered office Tetbury Goods Shed Old Station Yard Cirencester Road Tetbury Gloucestershire GL8 8EY Directors and Trustees The Trustees who served the company during the year and until the date of signing, and the sub-committee5 on which they served, were as follows.. Mr P Hodson Mr R Lark (resigned 3 January 20251 Mr D Looman Mrs C Palon Mr R Warrington, Chair of Trustees Mrs R Wrighl Mr Peter Coleman Mrs Molanie Flenry Ms Fiona James lappointed 15 April 20241 Mr J Durnin8 Islood down 6 April 2024 re-appointed 19 December 5,7,8 io 202413,4 Committees to the Board Building/Estale Management111 Operations Committee Group121 Evenls Committee131 Finance/Audit Committee141 Fundraising Committee151 Volunteers Committee161 Marketing/Publicily Group171 Community Group181 Café Board Representative191 Tetbury Trail1101 H R/St'aff Chair Vacant Chalr Mr R Warrington Chair MrJ Durning Chair Mrj Durning Chair Mr D Looman Chair Mrs Wright Chair Mrs C Paton Chair Mrs C Paton Trustee Mr P Hodson Chair Mr P Coleman Trustee Mrs M Henrv Company Secretary Mr D Walker land Treasurer- Committees 1,41 TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 REFERENCE AND ADMINISTRATIVE DETAILS Key Personnel The management of the Trust is overseen by a team of staff employed by the Trust durinE the year to 30 November 2024. This comprised as follows.. Richard Kingdom Kalhryn Limoi Kairen Vann General Manager (appointed 4 December 20241 Office. Manager Administration Asslstant The role of Art15tic Director, held by Nicholas Ullmann, was made redundant on 6 April 2024 In addition to the volunteer Trustees, the Trust also relies heavily on the assistance of a particular individual.. David Walker, Treasurer/ Company Secrelarv The Trust is dependent on a team of volunteers for their support in the provision of various roles that ensure thal Ihe Trust, trading as 'Telbury Good5 Shed,, can operate as an effective and efficient Community Arts and Entertainment Centre. Accountant and Independent examiner: Ruth Herbert, FCCA Wenn Townsend Chartered Accountants 5 Gosdi Ich Street Cirencester Gloucestershire GL7 2AG Bankers Lloyds Bank 14 Castle Street cirence.ster Gloucestershire GL7 IQJ TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 TRU5TEES' REPORT The Truslees, who are also directors for the purposes of company law, present their annual directors, report together with the financial staternents of the company for the year ended 30 November 2024, which are a150 prepared to meet the requirements *or Companies Act purposes. The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, and Accounting and Reporting by Charities.. Statement of Recommended Practice applicable to charities preparing their accounts in accordance wilh the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 (effective l January 20191. STRUCTURE, GOVERNANCE AND MANAGEMENT Governing Document Tetbury Rail Lands Regeneration Trust ITRLRTI is governed by Memorandum and Articles of Association incorporated on 3 November 2000 as amended by special resolu lion on 27 April 2002 and 5 September 2018. The Trust was registered as a charity on 22 May 2002. During 2024 the Board has re.viewed Ihe Memorandurn and Articles of TRLR T and proposed an amended version based on the current Charlty Commission template, which was adopted at the AGM on 19 July 2024. The organi5ation structure of TRLRT is that of a registered charity and a private company registere.d in England and Wales, that is limited by guarantee and without share capital. The Trust is governed by a Board of Trustees, all of whom are unpaid volunteers and the term of office. for individual truslees is thre.e. years, after which pp.riod the Trustee may be able to stand for re-election to a limit of nine years, with a break of one year between the second an(J third terms. There. i.s one Trustee appointp.d by Tp.(bury Town Council, the Trust's landlords. In addition to the Trustees, a5 at November 2024, the management team included three paid part-time staff, who assist with the running of the Telbury Good.G Shed Arts Ce.ntre. - an Gp.ne.rcil Mtinager, an Office. Manager and an Administration A551Stant. AIMS, OBJECTIVE5 AND ACTIVITIES TRLRT wa5 established as a charity and rural social enterprise to regenerate the land and buildin8s comprising the former railway branch line in Tetbury. Telbury Town Council granted TRLR T a 25-year lease on Ihe former GWR goods shed in 2017. The Trust has refurbished this bu ilding, now referred to a5 the Tetbury Goods Shed ITGSI, and has since established a 5ucces5f.ul and inclusive. community arls and enlertainmen I hub for I'hL% be.nefit of the residents of the market town of Tetbury and surrounding villages, extending TRLR T's remit to promote inclusion, social engagement and wellbeing in Ihe local communily through a programmp of art5-brise.d activities, performances and a varied programrne of concerts. As an arts centre, TGS prides Itself on its inclusive ethos and is a volunteer-led operation, whose Trustees are all local residents. The Tru5lees developed a Three-year Development Slrategy12021122 to 20231241, which has been reviewed and updated, but confirm5 the focus on 'Three I mperatives, that make up the 'optimal' Goods Shed Arts Centre and links all the activities that go on at the venue - Art15tic Ambition,. Financial Sustainability,. Community/ Public Benefit - known in the art5 world as the "Triple Bottom Line" The overall aim of TGS 15 to become a first-class venue for the arts, a 'Gem in the Cot5wolds' attracting top performers, but also encouraging a diverse audience spread. Financial year 2023-24 wa5 the first since 2018-19, itself only TGS'S second full year of operations, that the Trust was able to deliver an entire year's programme without the hangover effect of the Covid Pandemic. This has been crucial for the Trustees to understand the capabilities and full potential of the Trust, and particularly TGS arts centre, which has settled into its role of bringing the best possible art and culture to Tetbury and its surrounding area. TGS is now established as a popular local amenity and allocates more than half of the available time and resources to community-facing activities. The Trustees are very encouraged with the way that Tetbury has supported TGS TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 TRUSTEES, REPORT However, as has been the situation in many if not all rur31, community arts centre5 across the country, the vear ended again in a trading loss, which has reinforced Ihe Board of Trustee's view that TGS will always cost more to run than it makes purely from the events and activities it puts on, although not dramatically so. This highlights the ongoing need for fund-raising, sponsDrship and donations lo ensure the arts centre's survival. Arts cenlres generally have to live with the perpetual balancing act of the "Triple Bottom Line" across the three imperatives of Artistic Ambition, Financial Sustainability, and Community/ Public Benefit. TGS has been building a reputation for fir5t~clas5 entertainment, but also importanlly of fering a wide mix of musical genres, as well as theatre, cinema, talks, art exhibitions, dance classes and children's events. In its relatively short lifetime, TGS has created a venue that is popular across all age groups, Showcasing performances from artists who often play more prestigious concert halls, whilst still delivering socially-priced community programming and activities. Trading subsidlary The Whistle Stop Café IWSCI was incorporatpd on 27 December 2018 and is the trading subsidiary of TRLRT, which owns 100% of its share capilal. The café opens for 6 days each weok ITuesday lo Sunday) during the summer months Ireducing to 5 days a week during the winter) providing high quality refrp.shme.nts for thp. people of Tetbury and visitors to the town. The employment situation across the hospitality industry has been challenging, but the café team have managed to provide an excpllp.nt service. The Cafe. has three. Dire.ctors, includin8 one Trustee of TRLRT (Mr P Hodsonl, was chaired by Mrs C Morgan to 30 November 2024, is now chaired by Mr N Berry and is mana8ed by Ms S Jenner. The turnover for the café in the year to 30 November 2024 was £234,979. TRLR T charges the café a licence fee for the use of facilities owned by the Charity. This licence fee 15 set at £1,500 per month. Adjusted taxablp. profil's made by WSC are donated to TRLRT and in the ye.ar to 30 Novp.mbe.r 2024, WSC made a profit before charitable 8ifts of £26,02212022/23- £14,446). Further detai15 relating to the results of WSC can be found in note 7 of the accounts. Trustee Recruitment and Appointment TRLRT has an active policy of recruitment looking to bring individuals onto the Board who have specialist knowledge or experience required to help run I'he TGS operation and to contribute to the plans for fulure development and financial sustainability, as well as enthusiasm for the future project5 being planned. To this end, the Board regularly review5 Its composil'ion to ensure a good balance of talenl and lo identify gaps in available expertise. Each Trustee is allocated an area of responsibility to oversee, working with individuals who have volun leered to assist in an area of their choice. The Board o'f TrusLees is always keen lo look for individua15 with experience in overseeing the finances of a tharity, charity fundraising, human resources and general experience of property management. Finding individuals Wlth the appropriate skill sets that would enable the Board to have a suitable breadth of experience, age, and diversity is an ongoing challenge. Organisatlonal Structure The Board of Trustees meet every month on the third Monday (with the exception of August to avoid clashes with summer holidays). The sub-cornmittees and working groups meet regularly for instance.. StaFf meeL weekly,. Events meet monthly,. Marketing meet at least monthly,. Fundraising meet at least monthly,. Finance/ Audit meet when considered necessary,. and Volunteers, recruitment Is a critical locus so is meeting monthly. As previously noted, TRLRT employs 3 part-time staff - General Manager, Office Manager, and Administration Assistant - two working three days a week,. the other four days, alongside the critically important team of volunteers. During the period of these accounts, the Trustees decided that the role of Artistic Director should be made redundant and a General Manager position should be created with a wider responsibility for running TGS on a day-to day ba515. The position would mean TGS had a person 'in charge, of the operation. Recruitment TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 TRusfEES' REPORT started in April 2024, but whilst this was underway, an interim position was filled by Mr J Du rning, who stood down as Trustee until the new person was recruited. This was achieved by the end of the financial year the new General Manager Started on 4 December 2024. Mr Durning was then re-appointed as Trustee. WSC, the trading subsidiary of the Trust, is run by a full time cook/manager and several part-time kitchen and serving staff. The enormous contribution and support provided by our staff and vo5unteers is acknowledged and very much appreciated by the Trustees. Volunteers offer expertise at all levels. All events and concerts are supported by a team of trained volunteers led by a Duty Manager for each event, and include a certified first alder, plus a small team of bar staff, when required. Daily opening (Wednesday to Sundayl of the Goods Shed hall allows visitors to view regular art exhibitions with the reception manned by volunteer stewards. TGS pays for the part-tirne services of two self-employed marketing specialists, and two book-keepers, who produce monthly financial reports on all areas of activity for both Ihe Trust and the trading subsidiary, WSC. These report5 a551St I'he Trustees in keeping a c105e watch on income and expenditure. Our Treasurer and Company Secretary (Mr D Walker) brings together regular reports on cash-flow and events, takings. Thè Trustees have also aBreed to use the Services of two external contractors - an arts prograrnme consultant, who identifies and supports booking of the artists, and a fund-raiser, who has experience of writinE grant applications and other fund-raising documental'ion. Other positions are filled by the Trustees covering finance, business planning human resources/staff matters, events oversight, marketing and fund-raising. The Tru.stees allocate.d re.sponsibility for specific areas do so voluntarily and can spend a considerable amount of time addressing their areas. The Trustees have continued to monitor the performance of the events, programme and set target5, analyse the results, then use the data to proje.ct. forward to provide a more. holi_stic picture. of the expe.cted conlribu lion to TGS'S future incorne levels. The Trustees understand how well the overall events programme 15 progressing, but are very aware. thai iho evp.nts proEramme does not cover the operational cost5 of running the arts centre, so fundraising is a critical focus, Pay PolScy for Key Members of Staff The pay for the key rnembers of staff is reviewed by the Board of Trustees annually and 15 normally increased in accordance wi Ih avera2e earnings/cost of living rises, or increased on a performancp rela Ip.d b¢lS15, if ihe re.rnit of an individual's job role has changed. At the end of November 2024, the Board decided that a 3Yo rise was appropriate based on the relevanl index. Across the arts world ihis level OF pay increase was nol common, but the Trustees felt that it was still justified in the circumstances, where staff had shown loyalty and commitment to the Trust. Performance related pay rises are still under review, but have not been introduced a5 yel. Risk Management The major ris1(5 to which the Trust may be exposed are reviewed by the Board during the year and systems have been established to mitigate any risks that are identified. Health & Safety risks are reviewed regularly and the Trust employs èn outside firm ISureTeaml to undertake an assessment Iquasi-auditl to review how risk matters are being handled. All the necessary equipment and security checks are completed each year. PUBLIC BENEFIT STATEMENT The Trustees believe that they have complied with their duty to provide public benefit through this Charity. TRLR T was established as a charity and rural social enterprise to regenerate the land and buildings comprising the former railway branch line in Tetbury, and to give the people of Tetbury and surrounding areas the opportunity to discover, learn, enjoy and practlse a wide range of visual, literary and performing arts by providing a well-equipped Goods Shed arts facility along with a comprehensive programme of performances, exhibitions, classes and discussions. The Trustees have worked hard lo extend TRLRT'S remit to promote TETBURY RAIL LANDS REGENERATION TRUST COMPANY LIMITED BY GUARANTEE YEAR ENDED 30 November 2024 TRUSTEES, REPORT nclusion, social engagement, environmental impact, and wellbeing across the local commu nity, and the success of the Whistle Stop Café has shown how much the community has appreciated the quality of the refreshments available, which in turn has provided important additional income to help run TGS. The national Parkrun charity holds its weekly running event at the Goods Shed and along the Telbu ry Trail Isee below). The Trust has also raised funds which have allowed it to mai ntain the much-used pedestrian and cycle path, now known as the Tetbury Trail, along the former branch-line from Tetbury to the Trouble House on the A433. Further details of how the Trustees have met the Charity's objectives and, therefore continued to provide pu blic benefit, can be found throughout the text of this Trustees, Report but, particularly, in relation to the next section of this report, 'Achievement and Performance,. ACHIEVEMENT AND PERFORMANCE TRLR T has continued to build a successful track record of running TGS as an arts centre. Ongoing maintenance work, and improvements to the facilities, will always be required and 15 included within TGS'S future plans. The Trustees bought a converted shipping container, which is now a fully operational bar, so an important income generator supplementin8 the contribution from evening events ticket 5ale5. Expansion plans to extend Ihe café kitchen and provide indoor seating have been shared with Cotswold District Council ICDCI who have given outline approval. Further design work has been completed to work out the costings for the kitchen refit, with additional architectural proposals, together wilh realistic artist's impressions of how the exte.nsion will look, ta enable the Trustees to present to potential donors - fund-raising is a critical element of the project, and the Trust will not proceed until planning is granted and IOOY, funding is secure.d, i.e. no element will be funded from free reserves. The Trustees continue to look for ways to broaden the TGS appeal. Whilst anticipating that each event will cover Its costs, but not necessarily makinE a profit, the Trustees hope Ihat by trying out new ideas thoy miEhl be. particularly popular for differing sectors of the community. Sorne concerts may not break even, but others will be sufficiently successful to subsidise them. All part of the Communitv/ Public Benefit imperative. TGS havc eslablished itself as a tremendous amenity for Tetbury and the Surrounding area, plus attracting visitors from fu rther afield. From recent audience analysis TGS has been attracting significant nu mbers f rom the Tetbury post codes, but also people coming to events from as far afield a5 Bristol and Gloucester. Looking at the top income 8enerating event5 over the year there is no one type or genre that has been the most popular- the rango has included classical music cind tribute. b