Registered number: 05026647 Charity number: 1102216 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) TRUSTEES, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 ishop Fleming FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) CONTENTS Page Reference and Administrative Details of the Charity, its Trustees and Advisers Trustees. Report Trustees. Responsibilities Statement Independent Auditors, Report on the Flnanclal Statements Statement of Financial Activities 10 Balance Sheet 11 Statement of Cash Flows 12 Notes to the Flnancial Statements 13-24 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITY, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 MARCH 2024 Trustees F S Morton C C Britton D Y Pincott B E Sawyer N J Morgan Company registered number 05026647 Charity registered number 1102216 Registered offlce Leigh Court Day Centre Pill Road Abbots Leigh Bristol BS8 3RA Company secretary R L Burkinshaw Independent auditors Bishop Fleming LLP Chartered Accountants 10 Temple Back Bristol BS16FL Bankers Barclays Bank plc 86 Queens Road Clifton Bristol BS81RB Sollcitors Burges Salmon LLP One Glass Wharf Bristol BS2 OZX Page 1 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) TRUSTEES, REPORT FOR THE YEAR ENDED 31 MARCH 2024 The Trustee5 {who are also the directors of the charity for the purpose of the Companies Act) present their annual report together with the audited financial statements of Freeways Trust (the charity) for the year ended 31 March 2024. The Trustees confirm that the Annual Report and financial statements ofthe charity comply with the current statutory requirements, the requirements of the charity's governing document and Accounting and Reporting by Charities: Statement of Recommended practi￿ applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) {effective 1 January 2019). Since the charity qualifies as small under section 383. the strategic report required of medium and large companies under The Companies Act 2026 (Strategic Report and Directors, Report} Regulations 2013 is not needed. Freeway Trusvs charitable purpose is enshrined in its objects "to promote the education and training {including social and physicall and the care and relief of mentally handicapped persons or persons suffering from mental illness or other disorder of the mind by the establishment or acquisition, maintenance and operation of residential houses and hostels and training centres for such persons" The Trustees ensure that this purpose is carried out for the public benefit by delivering the provision of high quality properties to Freeways {Charity no. 298603 - a charity undertaking to provide direct support to adults with learning disabilities) for use as facilities for residential homes, supported living properties or as day care and therapeutic facilities for people with learning disabilities,. and also directly to adults with leaming disabilities for supported living. The Trustees confirm that they have complied with the duty to have regard to the Charity Commission's general guidance on public benefit, "Charities and Public Benefit.. Structure, Governance and Management Freeways Trust is a company limited by guarantee (Registered no. 50266471 registered in England and Wales and a registered charity (Registered no. 1102216). The company is limited by guarantee having no share capital. In the event of the company being wound up every member undertakes to contribute to the assets of the company up to an amount not exceeding £1. Freeways Trust was established in December 1987 under a deed of Trust as a registered charity. From 1 April 2004. the activities of the charity were incorporated. The governing document is the Memorandum and Articles of Association of the company and members of the Board of Trustees are the Directors of the company. The Trustees have delegated day to day finance management of the charity to the Company Secretary. In addition, the Trustees have appointed a Strategic Estate Manager to lead the preparation and irnplemenlation of an estates strategy and also report on the performance of the Gharity against strategic plans set and agreed by the Trustees. The Trustees meet bi-monthly. During the year, there were no changes to the Trustees appointed to the Freeways Trust Board. New Trustees invited to join the Board are selected on the basis of their experience and skills. Trustees are encouraged to attend appropriate extemal training events where these would facilitate the understanding of their role. A separate charity, Freeways {Charity no. 298603), mainly has common Trustees to Freeways Trust, but is not under common control and both organisations have similar charitable objects. A small number of staff work across both organisations in a shared office space at Leigh Court. All Trustees give of their time freely and none receive remuneration or other benefit for their work with the Charity. Trustees are required to disclose all relevant interests and register them with the Company Secretary and any connection between a Trustee and a related paty of other organisation with which the charity CO- operates is disclosed in the same way as any other contractual relationship with a related paty. Details of Trustee expenditure and related paty transactions are disclosed in note 17 of the financial statements. Page 2 FREEWAYS TRUST {A COMPANY LIMITED BY GUARANTEE) TRUSTEES. REPORT {CONTINUEDI FOR THE YEAR ENDED 31 MARCH 2024 Risk Management The Board of Trustees has reviewed during the year an assessment of the risks to which the charity is exposed. Risks are identifi'ed in four key areas as follows: governance, propety management, financial management and external factors. The review looked at the key risks around Freeways Trust's ability to deliver its strategy. The review redU￿d or removed the risks associated with COVID-19 and also reduced the retained risk relating to the vacancies within the supported living properties following the introduction and implementation of the risk-sharing arrangements bel￿een the Trust and Freeways. Key Management Personnel remuneration The Trustees consider the Board of Trustees, the Company Secretary and the Strategic Estate Manager to comprise the key management personnel of the charity in charge of directing and controlling the charity and running and operating the charity on a day-to4ay basis. The pay of the Company Secretary and Strategic Estate Manager is reviewed annually and can be increased in accordance with average earnings. In view of the nature of the charity, the Trustees benchmark against pay levels in other charities of a similar size and also take into account sector experience. Activities in the y8ar strategic Estate Programme During 2023-24 work has continued in relation to the proposed re4evelopment of Whites House in Bristol. The Trustees considered the reviewed business case for the capital project, including the recommended contractor for works, and the project was approved in March 2024. Significant work was undertaken in regards to the contractual obligations be￿een Freeways Trust and Ne￿Ork Rail and the required BAPA (Basic Asset Protection Agreement) between the organisations was signed by both parties post yearend. At the request of the TrLtstees, further work is being carried out in relation to Trewartha Park in Weston-Super- Mare, including an options review to be prepared by both the Trust and Freeways before final submission to the Freeways Trust Board. Provlslon of care facllities During the year. Freeways Trust continued to lease 7 residential homes, which can accommodate 74 persons. as well as the Head Offi￿, Day Centre and Hydrotherapy pool to Freeways for its operations in delivering services to adults with learning disabilities. The Trust also leased 8 supported living properties, accommodating up to 41 persons, to individual tenants. All properties are geographically spread over Bristol, North Somerset, South Gloucestershire and Bath & North East Somerset. Repairs and maintenance The Charity is committed to improving the standard of all existing properties and the cyclical repairs and maintenance programme completed a number of planned and reactive Maintenan￿ works during the year. Considerable additional works were needed to ensure that Underhay House met CQC requirements to move the Whites cohort into it ahead of the commencement of the redevelopment project. Freeways Trust continues to provide regular maintenance to 4A The Beach as part of an SLA with the owners of the propetty. Investment Policy The funds available to Freeways Trust are intended for the purchase of new, or improvement to existing properties, so Trustees do not consider it prudent to invest monies on a long-term basis. The policy to invest surplus cash in short-term deposits from one week to up to ￿e1ve months has been followed during the financial year and Treasury deposits made on behalf of the Trust. Reserves Policy The current policy is to continue to build cash reserves in order to finance future development projects which are part of the Strategic Estates Programme. In 2019 the Trustees designated £3,250,000 to fund the Strategic Page 3 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) TRUSTEES, REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Esiate Programme over the next 7 to 10 years and at 31 March 2024 this fund was £1,702,344 (2023: £1,702,344}. At 31 March 2024, the general resernes were £11,019,321 (2023-. £10,767,466) and restricted reseNes were £519,150 (2023.. £529,020)- The total free reserves, being general reserves not lied up in fixed assets or investment propety, were £1,814,110. The Trustees will continue to review the policy on a regular basis and amend it accordingly dependent on strategic plans and key risks to which the charity is exposed. Plans for 2024-25 and beyond The Charity plans to continue activities in line with its objects and the estate strategy in particular in relation to the ￿deVelOPMent works at Whites House, which it is hoped will complete in late 2025. Existing properties in use will continue to be maintained in-line with the repairs and rna1ntenan￿ programme. A review of the estate strategy will be undertaken in conjunction with Freeways to ensure that the Trusfs plans align with the strategic direction of Freeways. Financlal Revlew A surplus of £225,355 was generated on unrestricted funds in 2023-24 {2022-23'. £234,839). In addition, a deficit of £9,870 was generated on restricted funds in 2023-24 (2022-23.. deficit £9,870) arising from depreciation charged on the asset part-funded by the grant received from NHS England in a previous year. Golng Concern Freeways Trust endeavoured to complete as much of the necessary planned repairs and maintenance work during the year as possible. The impact of the cost of living crisis felt in 2022-23 lessened in 2023-24, although Freeways Trust did experience the impact of rising inflation on the Construction cost pre-tender estimates for both Whites House and Trewartha Park. The Trustees considered the level of reserves held, the cash held in Treasury deposits and the cash-flow of the charity and determined that no significant risk to the long-term viability of Freeways Trust has been identified. Disclosure of information to audltors Each of the persons who are Trustees at the time when this Trustees, report is approved has confirmed that.. so far as that Trustee is aware, there is no relevant audit information of which the charity's auditors are unaware, and that Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to estsblish that the charitys auditors are aware of that information. Ap rov y order of the members of the board of Trustees and signed on their behalf by.. orton C C Britton Trustee Chair Date.. 25th September 2024 Page 4 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEEI STATEMENT OF TRUSTEES. RESPONSIBILITIES FOR THE YEAR ENDED 31 MARCH 2024 The Trustees (who are also the director5 of the Charity for the purposes of company law) are responsible for preparing the Trustees, Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Company law requires the Trustees to prepare financial statements for each financial year. Under company law, the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Charity and of its incoming resources and application of resources, including its income and expenditure, for that period. In preparing these financial statements, the Trustees are required to.. select suitable accounting policies and then apply them consistently., observe the methods and principles of the Charities SORP {FRS 102}', make judgements and accounting estimates that are rèasonable and prudent, stste whether applicable UK Accounting Standards IFRS 102} have been followed. subject to any material departures disclosed and explained in the financial statements., prepare the financial statements on the going concem basis unless it is inappropriate to presume that the Charity will continue in business. The Trustees a￿ responsible for keeping adequate accounting records that are sufficient to show and explain the Charity's transactions and disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the financial statements Comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 5 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEEI INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF FREEWAYS TRUST Opinion We have audited the financial statements of Freeways Trust (the 'charitable companv) for the year ended 31 March 2024 which Comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the related notes, 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 charitable company's affairs as at 31 March 2024 and of its incoming resources and application of resources, including its 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 and the Charities Act2011. Basis for opinlon 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 Auditors, responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit eviden￿ we have obtained is sufficient and appropriate to provide a basis for our opinion. Concluslons relating to going concern In auditing the financial statements, we have concluded that the Trustees, use of the going con￿rn basis of accounting in the preparation of the finanGial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least *￿e1ve months from when the financial ststements 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 Infofmatlon The other information Comprises the information included in the Annual Report other than the financial statements and our Auditors, Report thereon. The Trustees are responsible for the other infomation contained within the Annual Report. Our opinion on the financial statements does not cover the other infomiation and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial ststements themselves. If. based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 6 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEE) INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF FREEWAYS TRUST (CONTINUED) Matters on which we are requlred to report by exception We have nothing to report in respect of the following matters where the Charities (Accounts and Reports) Regulations 2008 requires us to report to you if, in our opinion.. the information given in the Trustees, Report is inconsistent in any material respect with the financial statements., or sufficient accounting records have not been kept,. or the financial statements are not in agreement with the accounting records and returns,. or we have not received all the information and explanations we require for our audit. Responsibilities of trustees As explained more fully in the Trustees, Responsibilities Statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustees are responsible for assessing the charitable company's ability to continue as a going Concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. Page 7 FREEWAYS TRUST IA COMPANY LIMITED BY GUARANTEE) INDEPENDENT AUDITORS. REPORT TO THE MEMBERS OF FREEWAYS TRUST (CONTINUED) Auditors. responsibilities for the audit of the financial statements We have been appointed as auditor under section 145 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder. 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 Auditors, 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 regulation5. 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.. We have considered the nature of the sector, control environment and financial performance,. We have considered the ￿SUItS of enquiries with management and trustees in relation to their own identification and assessment of the risk of irregularities within the entity., We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating in line with documentation,, and We have considered the matters discussed among the audit engagement team regarding how and whe fraud might occur in the financial statements and potential indicators of fraud. As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in ￿latiOn to revenue recognition, with a particular risk in relation to year-end cut off. In common with all audits under ISAS (UK) we are also required to perform specific procedures to respond lo the risk of management override. We have also obtained understanding of the legal and regulatory frameworks that the Charity operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Charities Act 2011, Charity SORP 2019, FRS 102 and the terms and conditions attaching to material grants received by the Charity. In additions, we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Charity's ability to operate or avoid a material penalty. These included data protection regulations, health and safety regulations and employment legislation. Our procedures to respond to the risks identified included the following.. Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements., Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to fraud- Review of board minutes-, Enquiring of management in relation to actual and potential claims and litigations. Perfoming detailed transactional testing in relation to the recognition of revenue, specifically grants, with a particular focus around year-end cut off-, In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments. We also communicated identified laws and regulations and potential fraud risks to all engagement team Page 8 FREEWAYS TRUST (A COMPANY LIMITED BY GUARANTEEI INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF FREEWAYS TRUST (CONTINUED) members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. As a result of the inherent limitations of an audit, there is a risk that not all irregularities, including a material misstatement in the financial statements or non