REGISTERED COMPANY NUMBER: 07639471 {England and Wales) REGISTERED CHARITY NUMBER." 1144524 REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 FOR HAY CASTLE TRUST MHA Statutory Audltor Elfed House Oak Tree Court Cardiff Gale Business Park CARDIFF County of Cardiff CF23 8RS HAY CASTLE TRUST CONTENTS OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 Page Report of the Trustees Report of the Independent Audltors ststement of Financial Actlvltles Balance Sheet 10 Cash Flow Statement Notes to the Cash Flow Ststement 12 Notes to the Flnancial Statements 13 to 28 HAY CASTLE TRUST REPORT OF THE TRUSTEES FOR THE YEAR ENDED 30 APRIL 2024 The trustees, who are also directors for the purposes of the Companies Act 2006, presenl their report with the finan¢lal statements of the Trust for the year ended 30 April 2024. The trustees have adopted the provisions of Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charities, preparing their accounts in accordance with the Financial Reporting Stsndard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 20191. OBJECTIVES AND ACTNITIES Objectives and aims The Twst's primary objective is to preseNe Ihe heritage and assure the future of Hay Castle in Hay-on-wye. As befits a building which has enjoyed more than 800 years of continuous occupancy, the Trust aims lo promote community and visitor involvement in an aGtive. living amenity which is a focal feature of the town and surrounding area. Operational strategies for achieving this objective and these aims include.. stewardship and maintenance of the Castle and of its adjoining buildings. grounds and gardens- promoting education on the history and architecture of the Casue and local history generally., provision of a venue for cultural enrichment through the arts- generating training opportunities in relevant local skills., providing a venue and a forum for community benefit and enjoyment.; securing sufficient fvnding lo meet the Trust's objectives- and operating the Castle as an income-generating venue. sufficient to ensure its long-temi survival as a cultural venue and community asset. Public benefit The twstees eonfiTm that they have referred lo the guidance contained in the Charity Commission's general guidance on public benefit when reviewing the Twsl's aims and objectives and in planning activities for the year. ACHIEVEMENT AND PERFORMANCE This was the second year of operation, following the Castle opening to the public on 27 May 2022. Direct visitor income arose from admission fees, donaltons and Casue tours. Income also arose from events held within the Castle's grounds, as well as from the shop, the outsoU￿d café and rental income. Some of these activities are carried out through a subsidiary company. Hay Castle Trading Llmited. which donates its profits to the Tfust. The Trust ran a programme of talks. workshops and other events for the local community. visitors and schools covering a wide range ol interests and lopies. The Hay Festival Winter Weekend took place at the Castle in November 2023. The Weekend of Mistakes, a programme exploring the history of economic and financial mistakes. took place in March 2024. During the year, the Castle joined the Historic Houses Associalion and wtll sho1￿y join the Art Fund. This ￿11 enable the Castle to promote itself to a combined membership of over 200.000 people. The exhibitions in the gallery during the year were: Eugene Fisk.. Life in Colour. featuring works by a local arbst {February to May 2023) Arthileclure & Poetry, exploring the links between poetry and buildings (May to September 20231 Josef Hemian: Refugee Artists, featurin9 works by Josef Hennan and other ￿fugee artis15 (September to November 2023) Dark Skies artist and photographer Judy Goldhill explored our complex relationship to darkness and the night {November 2023 to January 20241 Hay Open Show. an invitation show, featuring the work of local artists (January to February 2024) Shan Egerton: A Painlerf5 Life, featuring works by a local artist (March to May 20241 Page 1 HAY CASTLE TRUST REPORT OF THE TRUSTEES FOR THE YEAR ENDED 30 APRIL 2024 In May 2024 the success of the restoration proJeGI was recognised when the Castle won RIBA Wales Building of the Year 2024 as well as an RIBA ConseNation Award 2024 and an RIBA Wales Award 2024. The Trust continues to work towards full Museum Accreditstion. having already been granted the status of Working Toward Accreditation. PEOPLE The Castle could not operate wthout our dedi¢aled staff and the team ol volunteers who welcome Msitors to the Casue. mn tou￿, assist in the shop and help to maintain the grounds. As reported last year, Robert Hughes retired from the board on 19 May 2023. Robert continue$ to provide invaluable support lo the Castle. Karen Usherjoined the board on 14 June 2024, adding her extensive business and voluntary experience. FINANCIAL REVIEW The attached FinancÈ81 Statements reflect the transactions and positior) of the Trust for the year to 30 April 2024. The statement of Financial Activities shows nel income for the year of £23,697 {2023= £139,961). In accordance with the accounting policies all grant income {including capital grants) has been recognised in the Slalemenl of Financial Activities. Grants and donations awarded during the year are listed in notes 3 and 6 to the Finan(ial Statements. This funding is greatly appreciated and makes an enormous difference. Reserves The Iruslees have considered the need for free reseNes to provide finanaal resilience. The target is an amoLtnt sufficient to cover al least three months operating expenses. or approximately £130.000. The unrestricted reserves at 30 April 2024 amount to £9.626,846. After deducting the value of fixed assets. adding the £939,000 toan from Lindenleaf CIO (the terms of which are set OLrt in note 21 to the financial statements) and adding the distributable reserves of £55.408 in the subsidiary company {Hay CaslFe Trading Limited), the adjusted free reserves at 30 Apiil 2024 amount to approximately £171.500 (2023- £51.0001. or 1310k12023= 42 % ) of the target amount. FUTURE PLANS The Trust will erksure Ihal the Castle remains attractive both to the local community and visitors from ftjrther afield through the continued provision of high quality activities. induding exhibttions and events as well as retail and catering outlets. Page 2 HAY CASTLE TRUST REPORT OF THE TRUSTEES FOR THE YEAR ENDED 30 APRIL 2024 STRUCTURE, GOVERNANCE AND MANAGEMENT Goveming document The company is governed by ils Memorandum and Articles of Association. Recrultment, appointment and induction of new trustees The power of appointing new or additional trustees is vested in the Irustees. Tfustees are expected to identify their training needs and take measures to ensure these needs are met. Or9anlsational structure Governanoe and the financlal health of the Trust are the responsibility of the trustees. None of the trustees has any beneficial interest in the Trust. Al the twstees are members of the Trust and guarantee to contribute a sum not exceeding £10 in the event of a winding up. The Castle is operated on a day-104ay basis by the Executive Director and his team. Key management remuneration The pay of senior staff is set by the TTU5tees having regard lo market rates. Risk management The trustees regulat1y review the major risks inherent in the operation of the Trust and systems and procedures have been established to manage those risks. A risk register is regularly updated and is reviewed al each quarterly board meeting. Key matters include- The generosity of donors enables the Trust to provide its wide programme of aclivilies. A shortfall in grants or other donations could lead to a reduction in aclivilies. Accordingly. priority is being given to maintaining and wdening the relationship wlh existing and potential foundations and other donors The generosity of volunteers enables the Trust to maintain the overall quality of the visitor expertence every day (he Castle is open and al all events. Accordingly. the Twst is implementing a volunteer recruitment and retention programme. Minimising the fisk and cost of the Trust's key contractual relationships is being addressed through the introduction of a contracts database. REFERENCE AND ADMINISTRATIVE DETAILS Registered Company number 07639471 (England and Wales) Registered Charity number 1144524 Reglstered office Hay Castle Oxford Road HAY-ON-WYE Powys HR3 5DG Page 3 HAY CASTLE TRUST REPORT OF THE TRUSTEES FOR THE YEAR ENDED 30 APRIL 2024 Trustees The Cu￿ent trustees are.. Jennifer Bennett Robert Collingwood Edward Fox Christopher Fyles Fiona Howard Susan Mallhouse Carol Peace Stephen Purse Alice Sherwood Karen Usher Chalr Appointed 14 June 2024 The following trustees also held office during the year. Robert Hughes Resigned 19 May 2023 Senior management Tom Tnje Executive Director Audltors MHA StatLrlory Auditor Elfed House Oak Tree Court Cardiff Gate Business Park CARDIFF CF23 8RS Bankers Barclays 1-3 Broad Street Hereford HR4 9BH STATEMENT OF TRUSTEES. RESPONSIBILITIES The trustees (who are also the directors of Hay Castle Ttust for the purposes of company law) are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Slandards (United Kingdom Genet811y Accepted Accour¢ling Praclice}. Company law requires the trustees lo prepare financial statements for each financial year which give a true and fair view of the stale of affairs of the charitable company and of the incoming resources and applicalion of resources, including the income and expenditure. of the charitable company for that period. In preparing those financial statements. the trustees are required to select suitable accounting policies and then apply them conslslenlly: obseNe the methods and principles in the Charity SORP.. make judgements and eslimales that are reasonable and prudent., prepare the financial statements on the going concern basis unless il is inappropriate to presume that the charitable company will continue in business. The trustees are responsible for keeping proper accounting records which dlsclose wllh reasonable accuracy al any time the financial position of the charitable company and to enable them lo ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitsble company and h¢nce for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4 HAY CASTLE TRUST REPORT OFTHE TRUSTEES FOR THE YEAR ENDED 30 APRIL 2024 STATEMENT OF TRUSTEES. RESPONSIBILITIES . continued In so lar as Ihe truslees are aware.. there is no rekvanl audit information of which the ¢￿aritab￿ company s auditors are unaware.. and the trustees have lakeo 311 steps that they ought to have taken to make Ihemsefves aware of any relevant audit inlomialion and ta establish that the auditors are aware of that inftsrmalion. AUDITORS The auditors. MHA, will be proposed for re-appointment 81 the forthcoming Annu81 General Meeting Approved by order ol the Board of Trusteès and signed on ils behalf by.. Susan Mallhouse- Trustee Page 5 REPORT OF THE INDEPENDENT AUDrroRS TO THE MEMBERS OF HAY CASTLE TRUST Opinion We have audited the financial statements of Hay Castle Trust Ilhe 'ch8rltable compan￿) for the year ended 30 April 2024 which comprise the Statement of Financial Activities. the Balance Sheet, the Cash Flow Statement and notes to the financial statements. including a summary of significant accounting policies. The financial reporting framework Ihal has been applied In Iheir preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial stslements= giv& a true and fair view of the slate of the charitable companYs affairs as at 30 April 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 Practi¢e: and have been prepared in accordan￿ wlth the requirements of the Companies Act 2006. Basis for opinlon We conducted our audit in accordance wrth Intemalional Standards on Auditing (UK) IISAS (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors. responsibllities for the audit of the financial ststemenls 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 slalements in the UK. including the FRC'S Ethical Standard. and we have lulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is SLrfficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements. we have concluded that the tNstees' use of the going concem basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have perfomed. we have not identified any materi81 Un￿rtaInlieS relating lo events or conditions tha( 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 Iwelve months from when the financial statements are authorised for issue. Our resporisibililies and the responsibilities of the Iruslees with respect to going concern are described in the relevant sections of this report. other information The trustees are responsible for the other infom7ation. The other information cornprises the information included in the Annual Report. other than the financial statements and our Report of the Independent Auditors thereon. Our opinion on the financial statements does not cover the other infomiation and. except to the extent otherwise explicitly slated in our report, we do not express any fom of assurance conclusion thereon. In connection with our audit of the financial stalemenls, 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 othetwise appears to be materially misstaled. If we identify such mater(al inconsistencies or apparent material misstatements, we are required to detemiine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have perfomied, we conclude that there is a material misstatement of this other infomiation, we are required to report that fact. We have nothing to report in this regard. Oplnlons on other matters prescribed by the Companles Act 2006 In our opinion, based on the worf( undertaken in the course of the audit.. the information given in the Report of the Trustees for the financial year for which the financial statements are prepared Is consistent with the financial statements- and the Report of the Tnjstees has been prepared in accordance with applicable legal requirements. Page 6 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF HAY CASTLE TRUST Matters on which we are requlred to report by ex¢eption In the light of the knowledge and understanding of the char¢lable company and Its environment obtsined in the course of the audit, we have not Identified material misslatemenls in the Report of the Tnjstees. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion- adequate aceounting records have not been kept or retums adequate for our audit have not been received from branches not visited by us: or the financial statements are not in agreement with the aceounling records and returns; or ¢ertain disclosures of trustees. remuneration specified by law are not made- or we have not re￿iVed all the information and explanations we require for our audit. or the trustees were not enlilled lo take advanlage of the small companies exemptlon from the requirement to prepare a Strategic Report or in preparing the Report of the Trustees. Responsibilities of trustees As explained more fully in the Ststement of Trustees. Responsibilities. 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 8nd fair view, and for such inlemal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatemenL whether due lo fraud or error. In preparing the financial statements. the trustees are responsible for assessing the charitable company's ability lo continue as a going concem. disclosing. as applicable. matters related to going concern and using the going eoncem basis of accounting unless the Irustees either intend lo liquidate the charitable company or to cease operations. or have no realistic alternative but to do so. Our responslbllities 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 misstalemenl, whether due to fraud or error. and to issue a Report of the Independent ALsdilois 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) wll always delecl a mateiial 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 inflLFenee the economic dectsions of users taken on the basis of these financial statements. I￿egUlaritIes, induding f￿Ud, are instances of non-compliance wlh 18ws and regulations. We design prO￿d￿re$ in line wtlh our responsibilities, oijllined above. to detect material misstalemenls in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable ol detecting irregularities. including fraud is detailed below.. Enquiry of management and those charged with governance around actual and potential liligalion and claims: Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations- Performing audit work over the risk of management override of controls, including testing ofjoumal entries and other adjustments for appiopriateness. evaluating the business rationale of significant transactions outside the normal course of business 8r)d reviewing accounting estimates for bias. Reviewing minutes of meetings of those charged with governance.. Reviewing financial statement disclosures and testing to supporting do¢umenlation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities. including those leading to a materlal mlsslatemerrt in the financial statements or non-compliance with regulation. This llsk increases the more that ¢omplian¢e with a law or regulation is removed from the events and transactions reflected in the financial statements. as we will be185s likely lo become aware of instances of nork