Registèred number: 08036113 Charlty number: 1149710 Derby Museums Trustees, Report and Financial Ststements For the Year Ended 31 March 2024 dJDAINS ACCOUNTANTS DERBY MUSEUMS (A Company Limited by Guarantee) Contents Page Refer•nce and Administrative Details of the Company, its Trustees and Advisers Trustees. Report Trustees. Responsibilities Statement Independent Auditors. Report on the Financial Statemants Consolidaled Statement of Financial Activltles 3-17 18 19-22 23 Consolldated Balance Sheet 24 Company Balance Sheet Consolidat•d Statement of Cash Flows 25 26 Notes to the Financlal Statements 27-53 DERBY MUSEUMS IA Company Limited by Guardntse) R•faronee and Adminlstratlve Details of the Companyi its Trustees and Advise For the Year Ended 31 March 2024 Trustees Elizabeth Fothergill, CBE, Chair Linda Sullivan Professor Keith McLay Dr Kiron Griffin Charlotte Holmes Andrew James Findlay Amanda Ellse Paul Hilsdon Emily Lonsdale Clare Foyle (appointed 28 November 2023) Alan Lindsey (appointed 18 July 2023) Anisha Parmar (appointed 28 November 2023) Roger Merchant (resigned 21 March 2024) Caroline Mccomb, Vits Chair (resigned 31 October 2023) Councillor Lucy Care. nominated member from Derby City Council (resigned 1 August 2023) Councillor Robin wood, nominated member from Derby City Council (resigned 30 June 2023) Councillor Joanna West. nominated member from Derby City Council (resigned 30 June 2023) Company reglstered numbor 08036113 Charity regist•red number 1149710 Reglsterod office Museum and Art Gallery The Strand Derby Derbyshire DE11BS Patron Lord Cavendish, 12th Duke of Devonshire Independent auditors Dains Audit Limited Statutory Auditor Suite 2, Albion House 2 Etruria Office Village Forge Lane stoke on Trent Staffordshire ST1 SRQ Page 1 DERBY MUSEUMS (A Company Limited by Guarantee) Reference and Administrative Details of the Company. its Trustees and Advisers (contlnued) For the Year Ended 31 March 2024 Bankers The Co-operative Bank 31 East Street Derby Derbyshire DE12AL Santander UK PIC 1 st Floor 5 Market Place Derby DE13PY Page 2 DERBY MUSEUMS (A Company Limited by Guarantee) Trustoes, Report Forthe Year Ended 31 March 2024 The Trustees present their annual report together with the audited financial statements of the Company for the year 1 April 2022 to 31 March 2023. The Annual Report seNes the purposes of both a Trustees, report and a directors, report under company law. The Trustees wnfinn that the Annual Report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charilable company's goveming document and the provisions of the Statement of Recommended Practice (SORPJ applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective 1 January 2019). About Derby Museums Derby Museums was established as an independent charitable trust in 2012. Since then, it has transfomied the way cultural heritage is presented and appreciated in the cty of Derby. Derby has unique cultural as5et5. It has the finest collection of work by Joseph Wright of Derby, the 18th century artist of the Enlightenment, and is 'Designated' by Arts Council England as a collection of national significance. Its three museums - the Museum of Making (part of the UNESCO inscribed Derwent Vallet Mills World Heritage Site). Derby Museum and Art Gallery and Pickford's House - wel¢orne nearly a quarter of a million people each year. In recent years Derby Museums has been recognised for its innovative p8rticipatory practice with a slew of awards including achieving Finalist status in the 2022 Art Fund Museum of the Year Awards and a Special Commendation at the 2024 European Museum of the Year Awards. 1.1 MUSEUM OF MAKING Tofty 8utler, Exectstive DliecrorolDerbyM(￿￿5 OLffPting uspecittl Commendotion t7wordlor themusewn of at the Europeon Museum•Ythe YewAwards. Derb￿$ identity was 300 years in the making, and the Enlightenment spirit of creativty and invention resonates today. The heritage of the city is utilised to frame ambitions for the future, both as one of the UK'S top high-tech cities and as a principal centre for manufacturing and sustainable engineering. Derby Museums partnerships with industry are integral to providing young people with the inspiration and experience to pursue a career in industry. Its Commitment to STEAM {Science, Technology, Engineering, Arts and Mathematics) is underpinned by support from major companies such as Rolls Royce, IMI and Vaillant. The financial year 2023-24 has been challenging. Financial pressures are being brought to bear by a combination of decreased public revenue funding and increased costs beyond the organisation's control such as high inflatton, a large increase in the minimum wage and high energy costs. Public investment accounts for under 40°/ts of income, the lowest proportion since the Trust was formed in 2012. Financial resilience has been maintained by the use of cash reserves built up during covid. Page 3 DERBY MUSEUMS (A Company Llmlted by Guarantee) Trustees. Report {continued For the Year Ended 31 March 2024 Despite these challenges, Derby Museums continues to present innovative and meaningful work for its audiences, both local and further afield. The museums remain Derby's principal attractions in the local visitor economy contributing nearly £10m to the local economy each year. Through its events and exhibitions, the museums help people look at the world differently, learn more about their city and feel pride in the place they live. Our purpose Derby Museums is forthe thinker and maker in all of us Our Values Be independent Foster a spirit of experimentation Pursue mutual relationships Create the Gonditions for well-being Prove that we are doing it Derby Museums Charitsble Aims Derby Museums, Memorandum and Articles were first incorporated on 18 April 2012 and were then amended by certificate of incorporation on change of name on 7 August 2012. The Memorandum and Articles were amended by special resolution on 24 January 2017 and again on 29 September 2020. 1) To advan￿ the education of the public at large by the establishment an￿or maintenance of a museum andlor art gallery. 2> To advance the education of the public at large by the preseNation of buildings of historic andlor architectural importance. 3> Without prejudice to the generality of the above, to advance the education of the public at large of Dert)Is engineering and creative heritage. 4) To provide or assist in the provision of facilities in the interests of social welfare for recreation or other leisure time occupation for individuals who have need of such by reason of their youth, age, infirmty or disabilty, financial hardship, or social and economic circumstan￿$ with the object of improving their conditions of life. 5) Pursue such other charitsble purposes consistent with the above as the trustees in their absolute discretion shall determine. Derby Museums Buslness Aims 2023-26 During 2023-24 Derby Museums produced a three year plan. All museum activities contribute to one or more of the following aims. Aim 1 Make Extraordinary and Exciting Work. Aim 2 Be Entrepreneurial and Inventive. Aim 3 Be Relevant to our Citizens. Aim 4 Be Good Stewards. Aim 5 Support the Ambitions for our City. These aims are the basis for a comprehensive series of activities which are reviewed at quarterly board meetings by Trustees. They contribute to the delivery of our Derby Museums charitable objectives and are informed by the investment principles of Arts Council England (ACE). Derby Museums is an ACE National Portfolio Organisation (NPO) and its business plan delivery is reviewed on a yearly basis by the museums, executive and ACE officers. Page 4 DERBY MUSEUMS (A Company Limited by Guarantee) Trustees. Report (continued For the Year Ended 31 March 2024 Derby Museums Actlvlty Revlew 2023-24 Public Pmgramme- Exhibitions During 2023-24 Dert)y Museums welcomed around 200.000 visitors. Highlights of its exhibitions and events programme include: Ho arth's Britons.. Succession Patriotism and the 1745 Jacobite Rebellion - Dert) Museum and Art Galle This ambitious and wide-ranging exhibition was c(Kurated with Historian Jacqueline Riding. It examined the response of 18th century artist and satirist William Hogarth to the Jacobite rebellion of 1745 led by Bonnie Prince Charlie. During the rebellion. the Jacobite army occupied Derby for a week in December 1745 before the Prince decided to retreat north. only for his army to face eventual defeat at Culloden in 1746. The exhibition explored Hogarth's expression of emerging British identity and the impact of the occupation on the city. The show featured 84 loans from 18 lenders including the National Gallery, the British Museum, the V&4, National Galleries of Scotland and the Foundling Museum. Highlights included Hogarth's The March of the Guards to Finchley and Allan Ramsay's portrait of Flora Macdonald. fjuests wew Ilogorth's series o[v￿￿5 WorTweA-lo-Made"or ttselo4uKh olihe Hogonh's Briion5 ethi1￿￿1 Xote Ltxve Phoroqmphy/Derty Museum5 Hislo Makers: Unfolded - Derb Museum and Art Galle Co*roduced with artists and activists, this exhibition and project lab focused on the diverse stories and inspiring legacies of remarkable women and gender diverse individuals in Dert)yshire. Amongst the display was work from Jewellery Designer Anisha Parmar whose work is inspired by her famills joumey from India, Photographer Kate Bellis who has documented women working in agriculture and quarying, and a selection of intricate drawings from the late 18th century Derby botanist Lucy Hardcastle. The exhibition was supplemented by objects and stories from visitors who helped expand the show and the Derby Museums, knowledge. In the associated project lab visitors were posed the question of how to empower history makers in museum spaces, both now and in the future. Page 5 DERBY MUSEUMS (A Company Limited by Guarantee Trustees, Report (contlnued) For the Year Ended 31 March 2024 sirors to the Jounc* oJHisrory Mokers.. UnJoldedexplore the disploy5 ¢ Picrure5/Derty Mu5eum5 Oliver Frank Chanarin A Perfect Sentence- Museum of Makin Photographer Oliver Frank Chanarin premiered his first solo exhibition at the Museum of Making in Derby. on the occasion of FORMAT23 Intemalional Photography Festival - the UK'S leading international photography biennial. A Perfect Sentence explored the shifting terrain of documentary photography.. humanivs drive for attent50n, the complexty of being seen and the anxiety of being overlooked. Chanarin collaborated with Derby co-production partners to make portraits with peopte and communities in the cty. One of the images produced at the Museum of Making was made in response to conversations with volunteers Pam and Mike (pictured), who help to build and maintain the model raI￿aY. Qliv¢rFrtsnk wih Mike. lox 8iFJrhes. Pfini. unioue Ortistw￿l(￿l62745385j. 2L123. Imo9e5 t￿tSY0rtO• the onist. commissA￿e￿On0Proéts<éaty Forn￿, in colloborotlon wifh tlght LIKDrqonts¢7rTh5. Page 6 DERBY MUSEUMS (A Company Limited by Guarantee) Trustees. Report (continued) For the Year Ended 31 March 2024 The Peacock Revolution.. Men's Fashion from 1966-1970 - Pickford's House An exhibition of men's clothing from the private collection of Peter Feely from Derby. Peter buili up the collection over 30 years concentrating on the period 1966-1970 24. Working in partnership with National Art Strategies in the US and the Bowes Museum, a Cohort of 20 creative and community practitioners were recruited. They will spend a year developing skills in design thinking and using tools such as the 'story of change, model to develop their practice and increase their impact on communrties. The Workshop The purpose of the workshop in the Museum of Making is to build a varied community of makers. inspired bythe materials seen in the museum displays. Participants can work in a variety of materials including glass, metal. ceramics, wood and textiles. Page 13 DERBY MUSEUMS {A Company Limited by Guarant•o) Trustees. Report (continued) For the Year Ended 31 March 2024 $J PresenrerondJDtsrnollst6ewoPenèse ond WortshopMunoqer*e¥*Smyrh prepare rorétoroon ÉxteryJrfor88CRodkn4 FrontRow e D¢rtyMvsewns The Museum of Making has built on partnerships with education providers and the Heritage Crafts Association (HCA). The latest iteration of the HCA'S Endangered Craft List was launched 8t the museum in April 2023 and the 'Culture in the Making, conference was also held at the Museum Of Making in March 2024, in attendance was patron Jay Blades {star of BBC Tv's 'The Repair Shop,) and Lord Parkinson, the Minisler for Arts and Heritage who confirmed the UK Government signing of UNESCO'S convention of intangible heritage. i T l*GE CRAFTS (.,ulLiu'é 11 IL Ilqciki i]() a celebration of intangi ble craft lieritage Mu*•um ol D•rby I SIrv￿lY16 M¥ch 2024 Makers in Residence Sane Msfa and Josh Nicholson undertook six month residencies based in The Cocoon at the Museum of Making to develop their creative practice by using the workshop facilities and with mentoring support. Sane is an InteriorlFurniture Designer who developed a new biomaterial made from cow manure to use across their design services. Josh is a Writer and Artist focusing on ideas surrounding sto￿ellIng and produds symptomatic of certain narratives about Derbyshire. He is interested in how these objects can be positioned viithin both a home and film setting, primarily exploring gothic and cartoon aesthetics. Page 14 DERBY MUSEUMS IA Company Limited by Guarantee) Trustees. Report (continued) For the Year Ended 31 March 2024 2023 Mokersln fte51denceScne MuIo IleftlunL1JothNicl￿n fii0JtJ @ Qlner Tovior/Oerty Irftsseums Volunteering Volunteering has long been central to the participative approach of Dert)y Museums. There are ¢)ver 100 active volunteers who participate in a range of activities from research and care of collections, to supporting gallery based learning activity, from administration to leading on the development of the model railway. The volunteering platform Better Impact is used to match up volunteers with opportunities and measure the effect of volunteering. It also provides an improved means for volunteers to air their views and suggest new activities. During 2023-24 Derby Museums received nearly 10,000 volunteer hours. Dertjyhluseurn vol(mreetsouts* ilje M¥sÉtmJ df Al0￿￿91￿Au9U512o2S QDertJyMu5eums Impact and Research Derby Museums has a palpable impact on its community. It contributed over £8m to Derby's Gross Value Added {GVA) economic benefit in 2023-24. Its work improves the well-being of visitors and participants, especially through work wrth those in more marginalised Communities, such as the extended schools programme with looked after children, ESOL learning with refugees and people seeking asylum, and a forthcoming project to supply audio description to sight impaired people. Page 15 DERBY MUSEUMS (A Company Limtted by Guarantee) Trustees, Report (contlnued) For th6 Year Ended 31 March 2024 Financial Review Going Concern After making appropriate enquiries, the Truste88 have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies. Reserves policy The charity's policy is to hold reserves to cover four months of unrestricted expenditure. As at March 2024. the unrestricted reserves stood at £976,320. which represents four months of expenditure. Material investments policy As required in its Memorandum. in furtherance of its objects, and for no other purposes, the Company has the power to invest the monies of the Company not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subjed nevertheless to such conditions and such consents as may for the time being be imposed or required by law. Principal Funding The charty's main source of income is grant income from Arts Council England and Derby City Council. Total income during the year amounted to £3,285,105 (2023.. £2,909,185) which included unrestricted income of £2,761,921 (2023.. £2,567,473), of which. £1,241,779 (2023.. £1,111,780) was from Arts Council England and Derby Cty Council to be applied for the charitys work. Details of the restricted funds totalling £14,683,798 (2023- £15,503,088) and the endowment funds of £2,159.222 (2023: £1.964.608) and their purpose can be found in Note 17 of the financial statements. Structure, governance and management Constitution The company and the group is registered as a charitable company limited by guarantee (charty number 1149710) and was set up by a Memorandum of Association on 18 April 2012 as amended 18 December 2012. The company was registered as a charity on 12 November 2012. Derby Museum started trading on 1 October 2012 as an independent Trust. It has a subsidiary called Derby Museums Enterprises Limited which started trading on 1 April 2014. Methods of appointment or election of Trustees The management of the Group and the Company is the responsibility of the Trustees who are elected and co- opted under the tems of the Memorandum of Association. Organisational structure and decisionpmaking policies The Memorandum and Articles of Association for the organisation provide th8t the board shall consist of at least 3 and not more than 18 individuals comprised as follows.. Up to three Trustees nominated by Derby Cty Council Up to Fifteen Community Trustees Page 16 DERBY MUSEUMS (A Company Limiied by Guarantee) Trustees. Report (contlnued) For the Year Ended 31 March 2024 Policios adopted for the Inductlon and training of Trustees Trustees undergo a briefing on their legal obligations under charity law, the content of the Memorandum and Articles of Association, the board of trustees committee and decision-making processes, the business plan and recent financial performance of the charity. New trustees also meet key employees and other trustees. Trustees are encouraged to attend appropriate external training events where these will facilitate the undertaking of their role. Financial risk management The Trustees have assessed the major risks to which the Group and the Company are exposed, in particular those related to the operations and finances of the Group and the Company, and are satisfied that systems and procedures are in place to mitigate exposure to the major risks. Plans for future periods The Trust has a clear set of aims and objectives (see above). The challenges facing this new organisation are to evidence a strengthened commercialism and resilience plus an improved customer offer in order to attract continued financial support from its main funders. This will include, but not be restricted to, increasing funding from other sources, both donations I fundraising and commercial income. Members. Ilablllty The Members of the Company guarantee to contribute an amount not exceeding £1 to the assets of the Company in the event of winding up. Dlsclosure of Snforniation to auditors Each of the persons who are Trustees at the time when this Trustees, Report is approved has confirned that.. so far as that Trustee is aware, there is no relevant audit information of which the charitable group'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 establish that the charitable group's auditors are aware of that infomation. by order of the members of the board of Trustees and signed on their behalf by". E Fothergill, CBE Trustee- Chair of Board Date: A Ellse Trustee - Chair of Finance, Risk and Audit IL.I. >+ Page 17 DERBY MUSEUMS (A Company Limited by Guarantee) Statem•nt of Trustees, responsibilities For the Year Ended 31 March 2024 The Trustees (who are also the directors of the Company 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 Pradice}. 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 Group and the Company and of their incoming resources and application of resources, including their 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 judgments and accounting estimates that are reasonable and prudent., state whether applicable UK Accounting Standards (FRS 102) 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 will corrtinue in business. The Trustees are responsible for keeping adequate accounting records that a￿ SLrfficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company 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 Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Trustees are responsible for the maintenance and integrty of the corporate and financial information included on the Group's website. Legislalion in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Appr by order of the members of the l)oard of Trustees and sign d on its behalf by: gage/k •1 Fothergill, CBE Trustee - Chair of Board Date.. A Ellse Trustee- Chair of Finance, Risk and Audit L.l.> Page 18 DERBY MUSEUMS (A Company Limited by Guarantee) Independ•nt Auditors. Report to the Members of Derby Museums Opinion We have audited the financial statements of Derby Museums (the 'parent charitable companl) and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Stalement of Financial Activities, the Consolidated Balance Sheet, the Company Balants Sheet, the Consolidated 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 Group's and of the parent charitable company's affairs as at 31 March 2024 and of the Group's incoming resources and application of resources, including its income and expenditure for the year then ended,. have been prop8rFy prepared in accordance with United Kingdom Generally Accepted Accounting Practice., and have been prepared in accordance wtth the requirements of the Companies Ad 2006. Basls for oplnlon We conducted our audit in a¢¢ordan¢e with International Standards on Auditing (UK) (ISAS (UK)) and apèlicable 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial ststements 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 evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relatlng 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 perfomied, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent charitable company's ability to continue as a going concem for a period of at least ￿e1ve 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. Page 19 DERBY MUSEUMS (A Company Limited by Guarantee) Independent Auditors, Report to the Members of Derby Museums {continued) Oth•r information The other information comprises the infomiation included in the Annual Report other than the financial statements and our Auditors, Report thereon. The Trustees are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and. except to the extent othe￿iSe explicitly stated in our report, we do not express any fomi of assurance Condusion thereon. Our responsibility is to read the other infomiation 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 detemiine whether this gives rise to a material misstatement in the financial statements 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 nothin9 to r8POrt in this regard. Opinion 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 for the financial year for which the financial statements are prepared is consistent with the financial ststements. the Trustees, Report has been prepared in accordance with applicable legal requirements. Matters on whlch we are requlred to report by exceptlon In the light of our knowledge and understanding of the charitable company and rts environment obtsined in the course of the audit, we have not identified material misstatements in the Trustees, Report. We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if. in our opinion.. the parent charitable company has not kept adequate and sufficient accounting records, or retums adequate for our audTrt have not been received from branches not visited by us", 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 infomiation and explanations we require for our audit. Responsibiliti•s of trusteos 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 intemal control as the Trustees determine is necessary to enable the preparation of financial ststements 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 cOn￿rn, disclosing, as applicable, matters related to going concem and using the going concem basis of accounting unless the Trustees either intend to liquidate the Group or the parent charitable company or to cease operations, or have no realistic altemative but to do so. Page 20 DERBY MUSEUMS (A Company Limited by Guarnntee) Independent Auditors. Report to the Members of D•rby Museums Icontlnued) Audltors. responslbllltles for the audit of the financial statoments 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 conduded 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 tsken 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 Pro￿dureS are capable of detecting irregularities, including fraud is detailed below.. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: the senior statutory auditor ensured that the engagement team collectively had the appropriate competence. capabilities and skills to identify or recognise non-compliance with applicable laws and regulations- we identified the laws and regulations applicable to the charitable company through discussions with directors and other management, and from our commercial knowledge and experience of the sector. we focused on sp8cific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the charitable company, including the financial reporting legislation, Companies Act 2006, taxation legislation, anti-bribery, employment, and environmental and health and safely legislation; we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence- and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instsnces of non-compliance throughout the audit. We assessed the susceptibility of the chariable company's financial ststements to material misstatement, including obtaining an understanding of how fraud might occur, by.. making enquiries of management as to where they considered there was susceptibilty to fraud, their knowledge of actual, suspected and alleged fraud., and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we". perfonned ana]￿l¢al procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions., assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non {2023 - £1.710.740). The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements. The financial ststements were approved and authorised for issue by the Trustees and signed on their behalf by.. Elizabeth Fothergill Chair of Trustees Date: Amanda Ellse Trustee- Chair of Finance, Risk and Audit Company Number: 08036113 The notes on pages 27 to 53 form part of these financial Statements. Page 25 DERBY MUSEUMS (A Company Llmltsd by Guarantee) Notes to tho Financial Statements For the Year Ended 31 March 2024 General inforniation Dert)y Museums is a Charitable Company, limited by guarantee incorporated in England and Wales. The Group's registered office is Museum and Art Gallery, The Strand, Derby, DE1 1 BS. The principal activity of the Group was that of a museum and art gallery. Accounting policies 2.1 Basls of preparatlon of flnancial statements Dert)y Museums is a charitable company registered in England I Wales . In the event of the charity being wound up, the liability in respect of the guarantee is limited to £1 per member of the charity. The address of the registered office is given in the charity infomiation on page 1 of these financial statements. The nature of the charity's operations and principal adivities was that of a museum and art gallery. The charty constitutes a public benefit entity as defined by FRS 102. The financial statements have been prepared in accordance with Accounting and Reporting by Charities.. Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland issued in October 2019, the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102), the Charities Act 2011, the Companies Act 2006 and UK Generally Accepted Accounting Practice. 2.2 Basls of consolidation The financial statements consolidate the accounts of Derby Museums and all of its subsidiary undertakings {'subsidiaries'). The Company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own Income and Expenditure A¢￿unt. 2.3 Golng concern These accounts are prepared on a going concem basis. After reviewing group forecasts and projections, the twstees have a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. Page 27 DERBY MUSEUMS (A Company Llmitsd by Guarante8) Notes to the Financlal Statements For the Year Ended 31 March 2024 Accounting policies {contlnued 2.4 Fund accounting General funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Group and which have not been designated for other purposes. Designated funds comprise unrestricted funds that have been sel aside by the Trustees for particular purposes. The aim and use of each designated fund is set out in the notes to the financial statements. Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the Group for particular purposes. The costs of raising and administering such funds are charged against the specific fund. The aim and use of each restricted fund is set out in the notes to the financial statements. Endowment funds represent those assets held by the charity to fulfil its objectives and are permanent in nature. 2.5 Income All income is recognised once the Company ha5 entitlement to the income, it is probable that th8 income will be received and the amount of income receivable can be measured r81iably. On receipt, donated professional serVI￿S and facilities are recognised on the basis of the value of the gift to the Group which is the amount it would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market,. a corresponding amount is then recognised in expenditure in the period of receipt. Other income is recognised in the period in which it is receivable and to the extent the goods have been provided or on completion of the service. 2.6 Expenditure Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement 2nd the amount of the obligation Gan be measured reliably. Expenditure is classified by activity. Those costs incurred directly in support of expenditure on the objects of the Group and include projed management carried out at Headquarters. Charitable activities and Governance costs are incurred on the Group's operations, including support costs and costs relating to the governance of the Group apportioned to charitable activities. 2.7 Government grants Govemment grants are credited to the Consolidated Statement of Financial Activities as the related expenditure is incurred. Page 28 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to th• Financial Stat•m8nts For th• Year Ended 31 March 2024 Accounting policies {continuod) 2.8 Intsngible assets and amortlsatlon Intangible assets costing £NIL or more are capitalised and recognised when future economÈc benef are probable and the cost or value of the asset Gan be measured reliably. Intangible assets are initially recognised at cost. After recognition, under the cost model, intsngible assets are measured at Cost less any accumulated amortisation and any accumulated impainnent losses. Amortisation is provided on intangible assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life. Amortisation is provided on the following basis: Computer software 33% 2.9 Tanglble fixed assets and depreciation Tangible fixed assets costing £1,000 or more are capitalised and recognised when future economic beneffts are probable and the cost or value of the asset can be measured reliably. Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the measurement of cost. At each reporting date the Company assesses whether there is any indication of impaim)ent. If such indication exists, the recoverable amount of the asset is determined to be the higher of its fair value less costs to sell and its value in use. An impaiment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives. Depreciation is provided on the following bases: Freehold property 2010 Straight line Short-Tenn leasehold propety Over the lrfe of the lease Plant and machinery 20% straight line Fixtures and fittings 20°k stTaight line Computer equipment 33.33(/tro Straight line 2.10 Investments Investments in subsidiaries are valued at cost less provision for impainnent. Investments held as fixed assets are revalued at mid-market value at the balance sheet date and the gain or loss taken to the Statement of Financial Activities. Page 29 DERBY MUSEUMS (A Company Limited by Guarante9) Notes to the Financlal Statements For the Year Ended 31 March 2024 Accounting policies Icontinued 2.11 Stocks Stocks are valued at the lower of cost and net realisable value after making due allowan￿ for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. 2.12 Debtors Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. 2.13 Cash at bank and in hand Cash at bank and in hand includes cash and short-temi highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. 2.14 Llabllltles and provlslons Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Liabililies are recognised at the amount that the Company anticipates it will pay to settle the debt or the amount it has received as advanced payments forthe goods or services it musl provide. 2.15 Operating leases Rentals paid under operating leases are charged to the Consolidated Statement of Financial Activities on a straight-line basis over the lease tenn. 2.16 Interest receivable Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Group., this is normally upon notification of the interest paid or payable by the institution with whom the funds are deposited, Page 30 DERBY MUSEUMS (A Company Llmltsd by Guarantee) Notss to the Flnanclal Statements For the Year Ended 31 March 2024 Accounting policies (Continued) 2.17 Penslons The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the year. The company also provides retirement to employee5 of the charity which are provided by the Detbyshire County Council Local Government Pension Scheme ("LGPS"). This is a defined benefit scheme, is contracted out of the State Earnings-Related Pension Scheme {"SERPS"), and the assets are held separately from those of Charity in a separate Trustee administered fund. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high qualty corporate bond of equivalent term and currency to the liabilities. Derbyshire County Council has agreed to fund the liabilities of the LGPS scheme for relevant staff prior to 1 September 2012 ('Ihe transfer date") upon signing the Business Transfer Agreement. The charty has been credited by the Derbyshire Council with a notional fund within the LGPS at the transfer date of level required to meet the cost of providing one hundred percent (1009/0) of the benefrts accrued and in resped of the Eligible Employees prior to the transfer date (the "Notional Fund"). The value of the notional fund has been determined by an actuary appointed by the Derbyshire Country Council using the ongoing actuarial methods and assumptions used in the last aduarial valuation of the Derbyshire County Council Pension Fund. In addition to the above, Derbyshire County Council has issued a Risk Share to the charity to cover any accrued deficits on exit by scheme members or the charity. All contribLrtions are detemined by Derbyshire County Council on the basis of triennial valuations using a prospective benefit method. As the charity is indemnified against prior and future liabilities of the scheme, the LGPS has been treated as a defined contribution scheme and the contributions recognised as they are paid each year. 2.18 Financlal Instruments The Group only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequenlly measured at amortised cost using the effective interest method. Page 31 DERBY MUSEUMS IA Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 Crltlcal accounting estimates and areas of judgment Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Crttical accounting estimates and assumptions.. The Company makes eslimates and assumptions concerning the future. The resuming 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. Rental costs The Group occupies a number of buildings provided by the council at a peppercorn rent. The Trustees understand that they are custodians of these premises, which are occupied for the pU￿oSeS of operating a Museum under the terms of their agreement with the council. The nature and purpose of the buildings is such that any donated value cannot be measured reliably and it is not appropriate lo record any value in the financial statements for donations in kind. Therefore, no donation and rental expense has been recognised within the financial statements. Income from donations and legacies Unrestricted funds 2024 Restricted Endowment funds funds 2024 2024 Total funds 2024 Donations Government grants 109,417 5,436 500 14,122 128.975 500 109,417 5,936 14,122 129.475 Unrestricted Restricted Endowment funds funds funds 2023 2023 2023 Total funds 2023 Donations Government grants 56,120 16,184 8,022 113,062) 59,242 8,022 56,120 24,206 113,062) 67,264 Page 32 DERBY MUSEUMS (A Company Llmlted by Guarantee) Notes to the Financial SLqtements For the Year Ended 31 March 2024 Income from charitable activities Unrestrlcted R•strlcted funds funds 2024 2024 Total funds 2024 Arts Council England Income from charitable activities - Operation of museums - restricted funds Derby City CounGiI - Support Derby City Council - Services Partnerships and grants Income from retail, catering and IPR Activities, events, displays & exhibitions Leaming programmes and research Other income 550,099 550,099 11,377 610,000 11.377 610.000 81,680 548.521 2.480 32.893 29,391 159.345 81,680 421.356 127,165 2,480 32.893 29,391 159.345 1,522,750 503,036 2,025,786 Unrestrlcted Restricted Endowment funds funds funds 2023 2023 2023 Total funds 2023 Arts Council England - Strategic fund Income from charitable activities - Operation of museums - restricted funds Derby City Council- Support Derby City Council- Services Partnerships and grants Income from retsil, catering and IPR Activities, events, displays & exhibitions Learning programmes and research Other income 400,099 400.099 18,519 630,000 18,519 630,000 81.681 391,899 2.480 17.247 26,318 320,888 81,681 246,240 145,659 2,480 17,247 26,318 318,241 2,647 1,558,563 327,921 2,647 1,889,131 Page 33 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 Investment income Unrestrlcted funds 2024 Total funds 2024 Investment income Bank interest received 96,226 15,455 96,226 15,455 111,681 111,681 Unrestricted funds 2023 Total funds 2023 Investment income Bank interest received 64,125 7,535 64,125 7,535 71.660 71,660 Analysis of expenditure by activities Actlvltles undertaken directly 2024 Support costs 2024 Total funds 2024 Operation of museums 3,525,810 371,734 3,897,544 Actlvltles undertaken dlrectly 2023 Support costs 2023 Total funds 2023 Operation of museums 3,203,694 420,611 3,624,305 Page 34 DERBY MUSEUMS (A Company Limlted by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 Analysls of expenditure by activities {continued) Analysis of dir8Ct costs Total funds 2024 Total funds 2023 staff costs Depreciation Premises and transport Supplies and service5 Support services Marketing and PR Development Exhibitions Professional fees Leaming Collections 1,683,339 755,908 405,102 126,769 81,680 42,407 10,678 354,732 4,632 53,825 6,738 1,567,874 758,859 263,490 105,655 82,480 93,444 19,355 247,280 16,628 42,391 6,238 3,525,810 3,203,694 Analysls of support costs Total funds 2024 Total funds 2023 staff costs Employment expenses Bank charges Governance costs Audit fees 320,369 29,921 5,096 2,848 13.500 389,990 19,945 3,558 1,618 5,500 371,734 420,611 Page 35 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 Analysis of expenditure on charitable activities Summary by fund type Unrestricted Restricted funds funds 2024 2024 Total 2024 Operation of museums 2,550.349 1,347,195 3.897.544 Unreslrlcted Restricted funds funds 2023 2023 Total 2023 Operation of museums 2.127,846 1,496,459 3,624,305 Audltors. remuneratlon 2024 2023 Fees payable to the Company's auditor for the audit of the CompanWs annual accounts 13,500 5,500 10. Staff costs Group 2024 Group 2023 Company 2024 Company 2023 Wages and salaries Social security costs ContribLrtion to defined contribution pension schemes 1.958.320 227.927 1,985,532 151,107 1,547,512 201,398 1.562.288 123.167 307.239 330,176 254,798 272,409 2,493N86 2,466,815 2,003,708 1,957.864 Page 36 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 10. Staff costs (continu•d) The average number of persons employed by the Company during the year was as follows. Group 2024 Group 2023 No. Company 2024 No. Company 2023 No. Average number of employees 124 132 86 100 The number of employees whose employee benefits (excluding employer pension and national insurance contributions) exceeded £60,000 was: Group 2024 No. Group 2023 No. In the band £60,001- £70,000 The total amount of employee benefrts (including employer pension and national insurance contributions) re￿iVed by key management personnel for their services was £375,538 (2023 - £306,180). 11. Trustees. remuneration and expenses During the year. no Trustees received any remuneration or other benefits {2023 - £NIL). During the year, no Trustee expenses have been incurred {2023 - £NIL), Page 37 DERBY MUSEUMS IA Company Llmlted by Guarantee) Notes to the Financial Ststements Forthe Year Ended 31 March 2024 12. Tangible fixed assets Group and Company Short-tenn leasehold Plant and Fixtures and Computer property machlnery flttlngs equipment Freehold property Total Cost or valuation At 1 April 2023 Additions 15,879 16.696,938 69,268 33,215 290,040 1,720 70,687 1,011 17.142.812 35,946 At 31 March 2024 15,879 16,696,938 102,483 291,760 71,698 17,178.758 Depreciation At 1 April 2023 Charge for the year 4,353 836 1,358,046 747,735 65,874 3,533 273,267 3,578 70,687 226 1,772.227 755,908 Al 31 March 2024 5,189 2,105,781 69,407 276,846 70,913 2,528.135 Net book value At 31 March 2024 10,690 14.591,157 33.076 14,915 785 14,650.623 At 31 March 2023 11,526 15,338,892 3,394 16,773 15.370,585 Page 38 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 13. Flxed asset Investments Listed Investments Group Cost or valuation At 1 April 2023 Additions Disposals Revaluations 3,063,554 316,676 (750,000) 202,490 At 31 March 2024 2,832,720 Net book value At 31 March 2024 2,832.720 At 31 March 2023 3,063,554 Investments in subsidiary Listed companies Investments Total Company Cost or valuatlon At 1 April 2023 Additions Disposals Revaluations 3,063,554 316,676 (750,000 202,490 3,063,555 316,676 (750,000) 202.490 At 31 March 2024 2,832.720 2,832,721 Net book value At 31 March 2024 2.832,720 2,832,721 At 31 March 2023 3,063.554 3,063,555 Page 39 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 13. Fixed asset investments (continued) Principal subsidiaries The following was a subsidiary undertaking of the Company: Name Company number Class of Holdlng shares Included in consolidation Derby Museums Enterprises Limited 08119695 Ordinary 1 OOVc+ Yes The financial results of the subsidiary forthe year were.. Name Income Expenditure ProfitllLoss) I Surplusl {Defl¢lt) for the year Net assets Derby Museums Enterprises Limited 1,018,073 1873,356} 144,717 14. Stocks Group 2024 Group 2023 Finished goods and goods for resale 41,174 44,133 The company held no stock {2023- £Nil) al the year end. 15. Debtors Group 2024 Group 2023 Company 2024 Company 2023 Due within one year Trade debtors Amounts owed by group undertakings Prepayment5 and accrued income 117.104 181.153 85,766 322,353 246,349 75,258 298,283 299,874 311.957 301,081 429,061 482,234 654,468 673,415 Page 40 DERBY MUSEUMS (A Company Limited by Guarantee) Notes to the Financial Statements For tho Year Ended 31 March 2024 16. Creditors: Amounts falling due withln one year Group 2024 Group 2023 Company 2024 Company 2023 Trade creditors Other tsxation and social security other creditors Accruals and deferred income 320,010 32,128 37,388 12S,750 203,446 52,109 26,757 82,295 305,127 32,128 37,388 72,798 180,688 52,109 26,757 31,272 51S,276 364,607 447,441 290,826 Deferred income relates largely to grants and donations received in advance of its intended purpose along with revenue received in advance of events taking place. Page 41 C•4 4 (o In lil O n O r 10 tr4 4>) o o qi (p rt141 u> ¢N 4> o o) o ry t4 +3• o) ￿ ¢L) fo O Ln ro co o N o CO N ￿- P- f (7) 0 (D 0> ￿ C) fo CT) (ri ￿ ¢ri cri CO Tr- P- u) co o o (O Ln (r) Tt Ln to r r IYJ O (w ai Ln 0> to * Oi *0 l o O oo* ro O Ln o Lr) rL <<¢n S< ZLL Z￿4} Z<_ >LL >LLC t4 LN r O) V rD DERBY MUSEUMS (A Company Limlted by Guarantee) Notes to the Financial Statements For the Year Ended 31 March 2024 18. Analysls of net assets between funds (continued) Analysis of net assets between funds Unrestricted Restricted Endowment funds tunds funds 2023 2023 2023 Total funds 2023 Tangible fixed assets Fixed asset inveslments Current assets Creditors due within one year 132,220 15,238.365 1,115,622 751.804 (364.607) 15,370,585 3,063,554 1,033,203 (384,607) 1,947,932 16,676 264,723 Total 1,635,039 15.503,088 1,964,608 19,102.735 19. Reconciliation of net movement in funds to net cash flow from operating activlties Group 2024 Group 2023 Net expenditure for the period (as per Statement of Financial Activities) 11,283,395) {1,710,740) Adjustments for: Depreciation charges Loss l (Gains) on investments Dividends. interests and rents from investments (In¢rease)IDecrease in stocks Decreasel{Increase) in debtors In¢reasel{Decrease) in creditors 755,908 1202.490) (111.681) 2,9S9 52,683 150.669 758,859 167,997 (71,660} {2,061 > 945,638 (725,829) Net cash used in operating actlvftles {635.347) (637,796} 20. Analysis of cash and cash equlvalents Group 2024 Group 2023 Cash in hand 381,038 506,836 Total cash and cash equivalents 381.038 506.836 Page 51 DERBY MUSEUMS IA Company Limrted by Guarantee) Notes to the Financial Stat•ments For the Year Ended 31 March 2024 21. Analysis of changes in net debt At 1 April 2023 Cash flows At 31 March 2024 Cash at bank and in h8nd 506,836 1125,798) 381.038 22. Penslon commltments The Charity is an employer for the purpose of the Dert)yshire County Council Local Government Pension Scheme. As noted in the accounting policies, the charity is indemnified against prior and future liabilities of the scheme. The LGPS has therefore been trealed as a defined contribution scheme for accounting purposes along with the separate defined contribution pension scheme which the Group also operate. The Charity is an employer for the purpose of the Derby Museums Group Personal Pension Scheme. As noted in the accounting policies, the charity is indemnified against prior and future liabilities of the scheme. The Derby Museums Group Personal Pension Scheme has therefore been treated as a defined contribution scheme for accounting purposes along with the separate defined contribution pension scheme which the Group also operate. During the year 31 March 2024 the Group made total pension contributions totalling £390,782 (2023 - £294,382) to this scheme. As at 31 March 2024 there was a balance outstanding of £36,974 {2023 - £25,640). 23. Operating lease commitments At 31 March 2024 the Group and the Company had commitments to make future minimum lease payments under non-cancelEak)le operating leases as follows: Group 2024 Group 2023 Company 2024 Company 2023 Not later than 1 year Later than 1 year and not later than 5 years 2,647 6,126 2,702 6,836 2,647 6,126 2,702 6,836 8,773 9,538 8,773 9,538 Members, Ilablllty Each member of the charitable company undertakes to contribute to the assets of the company in the event of it being wound up while helshe is a member, or within one year after helshe ceases to be a member. such amount as may be required, not exceeding £1 for the debts and liabilities contracted before helshe ceases to be a member. Page 52 DERBY MUSEUMS IA Company Limited by Guarantee) Notes to the Financial Statements For the Year Endod 31 March 2024 25. Related party transactions The Company has taken advantage of the exemption under Financial Reporting Standard 102 (Section 33), not to disclosure transactions be￿een entities vthich form part of the Group headed by Derby Museums. All transactions with Trustees were transacted at a commercial rate. Page 53