COMPANY REGISTRATION NUMBER: 07295916 CHARITY REGISTRATION NUMBER: 1137112 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Unaudited Financial Statements 31 December 2023 *ADCQKIYT* 3010912024 COMPANIES HOUSE A7 WALTER HUNTER & CO LIMITED Chartered accountants 24 Bridge Street Newport South Wales NP20 4SF Celynen Collieries Institute and Memorial Hall Limited Company L5mlted by Guarantee Financial Ststements Year ended 31 December 2023 Page Trustees, annual report (incorporating the directorfs report) Independent examiner's report to the trustees 12 Statement of financial activities (including income and expenditure account) 14 Statement of financial position Notes to the financial statements 15 17 Celynen Collieries Institute and Memorial Hall Limited Company Llmlted by Guarantee Trustees. Annual Report (Incorporating the Director's Report) Year ended 31 December 2023 The trustees, who are also the directors for the purposes of company law, present their report and the unaudrted financial statements of the charity for the year ended 31 December 2023. Introduction Celynen Collieries Institute & Memorial Hall Limited, which trades through its subsidiary company Newbridge Memo Ltd, stands as a symbolic institution in Ihe heart of Newbridge, in the South Wales Valleys. Estsblished from the contributions of local miners. Newbridge Memo has deep historical roots across Southeast Wales. With the Institute being compleled in 1908 and the Memorial Hall opening in 1925, the historic venue has served as a focal poinl for the community for over a century. It was gathering point for miners, evolving into a vibrant cultural hub for local residents throughout the 20th century. In its essence, Newbridge Memo has been the embodiment of community cohesion and cultural celebration for almost one hundred years. Today. it offers a rich tapestry of facilities including a library, an art deco einema, a ballroom, and a small theatre. We are proud hosts to full-time tenants including Newbridge Library {Caerphilly County Borough Council Libraries), the Local Member of the Senedd (MS) Rhiannon Passmore's Constituency Office, and the CIC NoNaffArt collective. Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Trustees, Annual Report (Incorporating the Director's Report) {conllnu•dJ Year ended 31 December 2023 Reference and admlnlstratlve details Registered charity name Celynen Collieries Institute and Memonal Hall Limited Charlty reglstration number 1137112 Company registration number 07295916 Prlnclpal offlce and reglstered High Street offlce Newbfidge NP114FH Tho trustees L Baker G Cathright J N Clayton-Jones J L Day-Willi8ms R E Drowley T Lewis R E Mettyer K Newell T J Powell C Price S M N Saunders R S Smith (Appointed 14 June 2024) (Appointed 30 January 2023) (Resigned 30 January 2023) (Reswned 30 January 2023) {Resigned 30 January 2023) (Resigned 30 January 2023) (Appointed 30 January 2023) (Resigned 1 July 2024) Independent examlner Mr Jonathan Rhodes BS¢ BFP FCA 24 Bridge Street Newport South Wales NP20 4SF Structure, goveman¢o and managernent The Celynen Collieries Inslitute and Memorial Hall (Newbridge Memo) is governed by its Memorandum and Articles of Association, which were incorporaled on June 25, 2010. This document serves as the primary governing framework for the charity and oullines the organisalion's structure, rts management, and the role of its Trustees. As a private company limited by guarantee without share caprtal, thé charity does not distribute profits to shareholders but instead reinvests any surplus back into its activities. The charity is registered wrth the Charity Commission for England and Wales under charity number 1137112, and its governance structure includes a Board of Trustees. These Trustees are responsible for overseeing the charity's strategic direction and ensuring compliance with its objeclives, which focus on providing community seniices and preserving historical buildings of significance. Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Trustees, Annual Report (Incorporating the Director's Report) (contlnu•dJ Year ended 31 December 2023 Structure• governance and management (¢ontinu•d) The methods adopted for the recruitment and appolntment of new trustees Trustees are appointed according to the constitution, with new members recruited based on skills required lo govem effectively and rdtified by CISWO & NUM. The Board underwent signfficant renewal between 2022 & 2023, bringing in new skills and expertise to address long-standing operational challenges. The pollcles and procedures adopted for the Inductlon and training of trustees Trustees receive support, advice and training from Arts & Business Cymru and other consultants. Charity Commission guidance is also used as a useful resource. The organisational structure of the charity and how decisions are made The charity has a Board of Irustees consisting of 7 members as at 31 December 2023. The Board meets regulady and is responsible for overseeing the strategic direction, governance, infrastructure and financial management of the Newbridge Memo. A scheme of delegation is in place and the day-lo-day responsibilty for the development projects rests with the project team. The trustees are responsible for ensuring that the charity deliver5 the projects as agreed with funders, and that key performance indicators are met. Relationships between the charity and related parties, Includlng subsidiaries The charity owns 1000/0 of the shares of Newbridge Memo Limited, company number 7511516. The profits of this company are grft aided lo the charity al the end ol the financial year. Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Trustees. Annual Report (Incorporating the Directof s Report) f¢ontlnued) Year ended 31 December 2023 Structure, govemance and management (¢ontlnued) The major risks to which the charity is exposed and revtews and systems to mitigate risks The major risks to which the Celynen Collieries Institute and Memorial Hall (Newbridge Memo) is exposed are primarily related to financial suslainability, governance challenges, communrty engagement, and the socio-economic context of Soulh Wales. Key risks include-. 1. Senior Staff Salaries: One of the key operational risks for the Celynen Collieries Institute and Memorial Hall (Newbridge Memo) is ensuring the suslainabilily of senior staff salaries, particularly for essential roles such as the Venue Manager. Senior staff are crucial to the daily operations, community engagement efforts, and long-term strategic development of the Memo. However, the ability to consistenlly fund these roles has been a Ghallenge, exacerbated by the Memo's historical financial difficulties. Mitlgailon.. To address this risk. the Memo has applied for a three-year funding grant from the National Lottery Heritage Fund, specifically to cover senior staff salaries. The goal is to secure stable funding for key positions such as the Venue Director, which will provide operational continuty and allow the. team to focus on driving the Memo's business model lowards long-temi sustainability. Additionally, the Memo is refining ils business model to reduce dependence on grant funding by increasing income from events, rentals, and community partnerships. This business model aims to ensure that, by the end of the thre&year funding period, the Memo can maintain its staffing costs through internal revenue generation, thus mitigating the risk of salary shortfalls. 2. Financlal Rlsk: The Memo has historically struggled with financial sustainabilrty, as evidenced by past deficits and the necessity for external funding. Financial risks include.. Over-reliance on grant funding, such as from the National Lottery Heritage Fund, which is nol guaranteed in future years. Operational costs exceeding revenue from community aclivilies and evenls, especially when those activities were previously priced ineffectively and incurred losses. Rising energy costs, which can disproportionately impact heritage buildings like the Memo that require significanl maintenance and heating Mltigation.. Improved financial controls have been introduced, including better pricing strategies and cost-cutting measures, such as streamlining conlracls and more efficient resource use. Increased efforts to diversify income streams, including new rental agreements with tenants and partnerships with local businesses. 3. Governance Risk: Past challenges in governance, includin9 an overstretched and aging Board, led to signrficant gaps in oversight. Without diverse and experienced Trustees, there was a disconnect befvieen strategic planning and operational execution Miligation.. The governance structure has been improved through the renewal of the Board of Trustees, ensuring a broader mix of skills. A focus on continuous governance review will help mitigate future risks. Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Trustees. Annual Report (Incorporating the Director's Report) fcontlnuedl Year ended 31 December 2023 Structure, governance and management (contlniied) 4. Communlty Engagement Risk: The Memo's relationship with the local community, particularly younger generations, had deteriorated over lime, posing a risk to its relevance and long-term sustainability. The Memo must remain central to the community's cultural and social life. Miligatson.. Ongoing efforts to rebuild community relationships through tailored programming. partnerships with schools and local organisations, and expanding seryices that directly appeal to the community, such as youth arts activities and health initiatives. S. Socloryeconomlc Context of South Wales: The broader socio-economic challenges in South Wales, such as economic deprivalion and social inequality, pose a potential risk. The local economy's fragility affects disposable income for cultural and community events, impacting attendance and participation in Memo activbties. MIUgatlon.' The Memo has aligned Éts programming with local needs, ensuring that it offers affordable, accessible events that appeal to a wide demographic. Its partnership with I￿al government and community stakeholders also helps secure ongoing support for its cultural mission. With these approaches, combined with ongoing monitoring and adaptation, The Trustees and staff hope to mitigate risks and ensure the Merno's long-tem sustainability. The charity remains committed to rts slralegic objectives as outlined in previous years. Each year. a designated Committee comprised of Trustees and staff undertakes a formal review of Ihe business plan to ensure il Stays relevant and aligned with the charity's evolving needs. This annual review process helps to monitor progress against key targets and ensures Ihat the charity remains on course to meel its long-term goals, adapiing as necessary to the changing operational and communty landsGape. Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Trustees, Annual Report (Incorporating the Director's Report) (¢ofttinued) Year ended 31 December 2023 Objectlves and aclivities A summary of the Objects of the Charity as set out In Its Governing Document The charitable objectives include: Providing an institute and memorial hall for the benefit of local inhabitants, particularly members of the mining community. Promoting education through the preservation of historically or archttecturally important buildings. The charity is accountable to the Charity Commission and must provide regular financial and operational report$. No trustees receive remuneration for their roles. Our vision is clear: to foster a thriving cuftural community in the Valleys, honourlng the lega¢y of the miners. In pursurt of this vision, our mission is multifaceted-. Champion the preseNation of our rich heritage while investing in future cultur81 prospects. Erase barriers to engagement, fostering an inclusive environment. Be a beacon for community and culture, ensuring everyone experiences the richness of arts and heritage. Our goals are slmple.. Community Ownership.. Reinslating the sense of belongin9, we aim to shape Newbridge Memo into a communily-led establishment. Cultural Engagement.. Hosting events that instill local pride, foster curiosity, and strengthen cultural bonds. Promoting Local Talent.. Championing and nurturing Welsh talent at the grassroots level. Skill Development.. Offering opportunities focused on arts and herilage practices. Heritage Conservation.. Upholding the legacy of Newbridge Memo and inspiring future generations through Ihe stories and histories of its past. Sustainability & Effectiveness.. Striving for long-term operational Stability through diversified revenue streams, improved eco-footprint, and deep community engagemenl. From its early'days as a haven for miners, the Memo has seen various phases. The early 20th century was its golden era with movies, music. and dance. However. challenges arose posl and the Companies Act 2006. Accountlng pollcles Basis of preparation The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through Income or expenditure. The financial statements are prepared in sterling, which is the functional currency of the entity. Golng concern There are no material uncertainties about the charity's ability to continue. Consolidation The charty is not required to prepare consolidated accounts in accordance with the Charities Act 2011, and has taken advanlage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the charrty and rts subsidiary undertakings comprise a small group. Judgements and key sources of estlmatlon uncertalnty The Pfeparation of the financial statements requires management to make judgements, estimates and assumplions that affect the amounts reported. These estimales and judgemenls are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 17 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements (contlnued) Year ended 31 December 2023 Accountlng policies (contlnu•d) Fund accounting Unrestricted funds are available for use at the discretion of the trustees to further any of the charity's purposes. Designated funds are unreslricted funds earmarked by the trustees for particular future project or commitment. Restricted funds are subjected to restridions on their expenditure declared by the donor or through the terms of an appeal, and fall into one of iwo sU￿lasSeS.. restricted income funds or endowment funds. Incomlng resources All income is included in Ihe statemenl of financial activities when entillement has passed to the charity, it is probable that the economic benefits associaled wilh the transaction will flow lo the charity and the amount can be reliably measured. The following specific policies are applied to particular ¢alegories of income: income from donations or grants is recognised when the￿ is evidence of entitlement to the gfft, receipt is probable and its amount can be measured reliabty. income from contracts for the supply of services is recognised with the delivery of the contracted service. This is classified as unrestricted funds unless therg is a contractual requiremenl for it to be spent on a particular purpose and returned rf unspent, in which case it may be regarded as restricted. Resources expended Expenditure is recognised on an accruals basis as a liabilrty is incurred. Expenditure includes any VAT which cannot be fully recovered. and is classified under headings of the statement of financial activities to which it relates.. expenditure on charitable activities includes all costs incurred by a charity in undertaking activities that further its charitable aims for the benefit of its beneficiaries, including those support costs and costg relating to the governance ol the charity apportioned to charitable activities. other expenditure includes all expendrture that is neither related to raising funds for the charity nor part of rts expenditure on charitable aclivities. All costs are allocated to expenditure categories reflecting the use of the resource. Direct costs attributab￿ to a single activity are allocated directly to that activity. Shared costs are apprortioned bel￿een the activrties they contribute to on a reasonable, justsfiable and consistent basis, 18 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Flnancial Statements fconUnu•d) Year ended 31 December 2023 Accounting pollcles (contlnu•d) Tangible assets Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated deprecialion and impairment losses. Depreciation Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic lrfe of that asset as follows.. Freehold property 20/0 Straight line Flnanclal Instruments A financial asset or a financial liability is reco9nised only when the charity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the amount receivable or payable including any related transaction costs. Current assets and current liabilities are subsequently measured at the cash or olher Consideration expected to be paid or received and not discounted. Debt instruments are subsequently measured at amortised cost. here investments in shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured al fair value with changes in fair value recognised in income and expenditure. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business tems or financed al a rate of interest that is not a market rate, in which case the asset is measured al the present value of the future payments discounted al a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in the stalement of financial activilies, with the exception of hedging instruments in a designated hedging relationship. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment al the end of each reporting date. If there is objeclive evidence of impaimient, an impairment loss is recognised under th8 appropriate heading in the statement of financial activities in which the initial gain was recognised. For all equrty instrumenls regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assels are either assessed individually or grouped on the basis of similar credit risk characteristics. 19 Celynen Collieries Institute and Memorial Hall Limited Company Llmited by Guarantee Notes to the Financial Statements (¢ontlnued) Year ended 31 December 2023 Accounting policies (¢onllnwd) Financlal Instruments (contlnued) Any ￿verSalS of impaimient are recognised immediately, lo the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. Llmited by guarantee Th8 charity is incorporated under the Companies Act 2006 and is limited by guarantee, each member having to contribute such amounts nol exceeding £1 as may be required in the event of the company being wound up whilst they are still a member or within one year thereafter. Number of members as at 31 December 2023 is 7 (2022: 9). Charltable actlvltles Unrestricted Funds Restricted Total Funds Fund$ 2023 National Lottery Heritage Fund Caerphilly County Borough Council 53,462 53,462 53,462 53,462 Unrestricted Funds Restricted Total Funds Funds 2022 National Lottery Heritage Fund Caerphilly County Borough Council 39,600 39,600 4,000 43,600 4.000 4,000 39,600 Investment Income Unrestricted Total Funds Unrestricted Total Funds Funds 2023 Funds 2022 Bank interest receivable 18 18 Other income Unrestricted Total Funds Unrestricted Total Funds Funds 2023 Funds 2022 Rental income and room hire 54,966 54,966 57,187 57,187 20 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements {¢ofttinuedJ Year ended 31 December 2023 Expenditure on charitable activitie8 by fund type Unrestricted Funds Restricted Total Funds Funds 2023 Maintenance of Instrtute & Hall The Way Forward Project Celebrating a Centenary of Heritage & Arts 39,740 120,519 2.267 51,195 160,259 2,267 51,195 213,721 39,740 173,981 Unrestricted Funds Restricted Total Funds Funds 2022 Maintenance of Instrtute & Hall The Way Forward Project Celebrating a Centenary of Heritage & Arts 53,227 115.510 43.350 168,737 43,350 53,227 158.860 212,087 Expendlture on charltable actlvltles by actlvlty type Activities undertaken Total funds directly 2023 Total fund 2022 Maintenance of Institute & Hall The Way Forward Project Celebrating a Centenary of Heritage & Arts 160,259 2,267 51,195 213,721 160,259 2,267 51,195 213,721 168,737 43,350 212,087 10. Taxatlon The charity is considered to pass the tests set out in Paragraph 1 Schedule 6 of the Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the charity is polentialty exempt from taxalion in respect of income or capilal gains received within categories covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charrtable purposes. 11. Net expendlture Net expenditure is stated after chargingl(crediting)- 2023 2022 Depreciation of tangible fixed assets 120,519 115,510 21 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements (continued) Year ended 31 December 2023 12. Independent examlnatlon fees 2023 2022 Fees payable to the independent examiner for.. Independent examination of the financial statement$ 2,500 1,850 13. Staff costs The total staff costs and employee benefits for the reporting period are analysed as follows.. 2023 2022 Wages and salaries 49,712 The staff costs shown above represents expenses that have been recharged to the charty by its subsidiary company, Newbridge Memo Limited, company number 07511516, as these expenses are part of the 'Celebrating a Centenary of Heritage & Arts. project funded by the National Lottery Heritage Fund. 14. Trustee remuneration and expenses No remuneration or other benefits from employment with the charity or a related entity were received by the trustees (2022.. £nil). No trustee expenses have been incurred (2022: £nil). 22 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements {¢ontlnu•d) Year ended 31 December 2023 15. Tangible flxed assets Freehold property Cost At 1 January 2023 and 31 December 2023 Depreclatlon At 1 January 2023 Charge for the year At 31 December 2023 5,814,957 1,033,645 120,519 1,154,164 Carrying amount At 31 December 2023 4,660,793 4,781,312 At 31 December 2022 16. D•btors 2023 2022 Trade debtors Amounts owed by group undertakings 31,795 30.251 4,080 25,120 29,200 62,046 17. Creditots: amounts falling due wlthln one year 2023 2022 Trade creditors Accruals and deferred income Social security and other laxe$ 1,482 7,192 3,625 12,299 8,435 2,263 10,698 23 Celynen Collieries Instltute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements {contlnued) Year ended 31 December 2023 18. Analysis of charitable funds Unrestrlcted funds At 31 December 2023 At 1 January 2023 Income Expenditure Transfers Generdl funds 61,428 54,966 {39,740) 76,654 At 31 December 2022 At 1 January 2022 Income Expenditure Transfers General funds 55,367 61,205 (53,227) {1,917) 61,428 Restricted funds At 31 December 2023 At 1 January 2023 Income Expenditura Transfers Restoration of Institute & Memorial Hall Memorial Garden$ Fund The Way ForNard Project Celebrating a Centenary of Heritage & History 4,781,312 340 (120,519) 4,660,793 340 2,267 (2,267) 51,195 (51,195) {173,981) 4,781,652 53,462 4,681.133 At 31 December 2022 At 1 January 2022 Income Expenditure Transfers Restoration of Institute & Memorial Hall Memorial Gardens Fund The Way Forward Project Celebrating a Centenary of Heritage & History 4,896,822 340 (115,510) 4,781,312 340 1.833 39,600 {43,350) 1,917 4,898,995 39,600 {158,860) 1,917 4,781,652 24 Celynen Collieries Institute and Memorial Hall Limited Company Limited by Guarantee Notes to the Financial Statements i¢onllnued) Year ended 31 December 2023 18. Analysis of charitable funds (continu•dJ Resfor•tlon of Inslltute & Memort*l Hall This fund was set up for the restoration of the Institute and Newbridge Memo. Memorial G*rdens This fund was set up to create a memorial garden. The Way Fon¥•rd Projrtl National Heritage Lottery Funding to secure sustainability of the Institute and Memo. Celebrndng a Centenary of Herl¢age & Art$ ProJKt National Heritage Lottery Funding to secure sustainability of the Instrtute and Memo. 19. Analysis of net assets between funds Unrestficted Funds Restricted Total Funds Funds 2023 Tangible fixed assets Current assets Creditors less than 1 year Net assets 4,660,793 6,27.5 (5,93S) 4,661.133 4,660,793 87,692 (10,698) 4,737,787 81.417 (4,763) 76,654 Unrestricted Funds Reslricted Total Funds Funds 2022 Tangible fixed assets Current assets Creditors less Ihan 1 year Net assets 4,781,312 340 4,781,312 74,067 (12,300> 4.843,079 73,727 (12,300) 61,427 4,781,652 20. Related parties The charity holds 1000/0 of the issued share capital of Newbridge Memo Ltd a company incorporated in England & Wales, company number 07511516. Al the year end that company owed Celynen Collieries Institute and Memorial Hall Limited £30.251 (2022= £25,120). Durin9 the year, Newbridge Memo Ltd recharged the charity £13,594 {2022'. £13.594) as Service charge for occupying the space used as the library. In addition. gross slaff costs of £49,712 were transferred to the charity, from Newbridge Memo Ltd, as these expenses are part of the 'Celebraling a Centenary of Heritage & Arts, project funded by the National Lottery Heritage Fund. See note 13 to the financial statements. 25