Charity number: 1152898 The Mary Rose Permanent Endowrnent Fund Trustees, report and financial statements for the year ended 31 March 2024 Compass Accountants Limited Venture House The Tannerie5 East Street Titchfield Hampshire P014 4AR The Mary Rose Permanent Endowment Fund Contents Page Trustees, report Reference and administrative details Statement of Trustees, responsibilities Auditors, report to the Trustees Statement of financial activities 8alance sheet Cash flow statement io Notes to the financial statements 11-15 The Mary Rose Permanent Endowment Fund Report of the Trustees for year ended 31 March 2024 The Trustees present their report and the financial statements for the period ended 31 March 2024. Objective5 and Activities The objects of the Charity are to support The Mary Rose Trust of College Road, HM Naval Base, Portsmouth POI 3LX (registered charity number 277503) for the public benefit, firstly, by making grants out of income for the purpose of meeting any shortfall in the income requirements of The Mary Rose Trust; secondly, by makinggrants out of income supporting development projects proposed by the Trustees of The Mary Rose Trust; and thirdly, by making loans or the provision of security for borrowing by The Mary Rose Trust out of capital, providing emergency funding to The Mary Rose Trust (in response to any request by the Trustees of the Mary Rose Trust) for capital projects or towards general expenditure. The Charity's support to The Mary Rose Trust potentially benefits all those associated with The Mary Rose Trust itself, including paying visltors to Portsmouth Historic Dockyard, school and other group5 which visit the Dockyard and all who benefit from the substantial outreach programme. Visits are made over a wide geographical area, not restricted to the immediate area around Portsmouth. There are many areas in which The Mary Rose Trust provides public benefit of which the principal ones are: Making available to everyone a heritage attraction of national and international significance Advancing learning, through the pro8ramme of outreach and involvement with the local community and schools across the UK Being the leading museum in the UK for maritime archaeology and a resource for research The Trustees have taken account of the guidance contained in the Charity Commission'5 general guidance on public benefit when reviewing the Charity's aims and objectives and in planning future activities. Achievements and Performance The Charity was registered on 16th July 2013. The first £lm raised was match funded by the Heritage Lottery Catalyst Fund, This resulted in a £2m donation balance forThe Mary Rose Permanent Endowment Fund to invest. The Mary Rose Permanent Endowment has placed £1.5m for investment with two independent fund management firms. The total value of these investments as at 31 March 2024 was £2,381,263 {2022123 £2,121,126). In the year to 31 March 2024 these investments generated a net unrealised gain before management fees of £260,737 {2022/23 unrealised1055 of £44,665}. The remaining funds are held in cash accounts. Financial Review Income in 2023/24 was £28,097 {2022/23 £15,537), made up of investment income of £16,597 {2022/23 £13,582), donation EIO,079 (2022/23 £1,000) and bank interest of £1,421 {£2022123 £955). Expenditure for 2023/24 was £1,62012022/23 £1,320) for investment management and audit fees. During the year, the Fund made grants of £279,198 (2022/23 £80,000} to the Mary Rose Trust. These grants were split £199,198 drawn down in June 2023 from the underwriting of the Mary Rose Trust's award winnin8 Dive 4D Experience plus a revenue grant made in March 2024 for £80,OCM). The Charity's need for reserves is minimal and would only be used to cover governance and support costs. Any balance beyond this is invested to be used to meet the Charivs objective5 now and in the future. Page I The Mary Rose Permanent Endowment Fund Structure, Governance and Management The charity is governed by its Trust Deed, which provides for the appointment and re-appointment of Trustees. The governing body comprises five Trustees, two of whom The Mary Rose Trust has the power to appoint and remove and three of whom are appointed by resolution of all the Trustees. The Trustees normally serve for a term of four years at which point they may be re-appointed for a further term of four years but would not normally be re-appointed for a third term. The Trustees hold at least two meetings a year with a quorum being three Trustees; meetings may be held in person or by suitable electronic means. The meetingsare also generally attended bythe Mary Rose Trust's Chief Executive Officer and Finance Director who acts as Treasurer. The Trustees govern the administration of the Charity including the management and application of the income, property and funds, including the bank accounts. they also assess the major risks to the Charity and review the steps taken to mitigate those risks. Page 2 The Mary Rose Permanent Endowment Fund Reference and administrative detai15 Charity Number 1152898 Registered office 1/10 College Road HM Naval Base Portsmouth POI 3LX Trustees: Mr Charlesjulian Cazalet (Chairman) Mr Richard Gubbin5 Mr Andrew Joy Mr Nigel Keith Purse Mr Hugh Anthony Charles Tidbury Senior Statutory Auditor Kerry Lawrance FCA Auditors Compass Accountants Llmited The Tanneries East Street Titchfield Hampshire P014 4AR Bankers Lloyds Bank SME Client Relationship Team, South Central 3 Town Quay Southampton Hampshire, S014 2AQ Solicitors Blake Morgan New Kings Court Tollgate Chandlers Ford Eastleigh, S053 3LG Page 3 The Mary Rose Permanent Endowment Fund Statement of Trustees, responsibilities The Trustee5 are responsible for preparing the Trustees, Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice}. The law applicable to charities in England & Wales requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Charity and of the incoming resources and application of resources of the charity for that period. In preparing these fin3ncial statements, the Trustees are required to: select suitable accounting policies and then apply them consistently; observe the methods and principles in the Charities SORP 2019 (FRS 102); make judgements and estimates that are reasonabSe and prudent- state whether applicable accounting standards 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 charity will continue in operation. The Trustees are responsible for keepin8 proper accounting records that disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. They are also responsible for safeguardingthe assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. statement as to dlsclosure of Informatlon to audltors In so far as the Trustees are aware: there is no relevant audit information of which the charitable company's auditors are unaware,. and the Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. This report was approved by the Trustees and signed on its behalf by ty.J.&a Charles Julian Cazalet Chairman Date: 29 ￿2Lk Page 4 The Mary Rose Permanent Endowment Fund Independent auditors, report to the Trustee of the Mary Rose Permanent Endowment Fund Opinion We have audited the financial statements of the Mary Rose Permanent Endowment Fund (the 'CharitVI for the year ended 31" March 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 reportin8 framework that has been applied in their preparation 15 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 ChariVs affairs as at 31" March 2024, and of its incoming resources and application of resources. for the year then ended. have been properly prepared in accordance with United Kingdom Generally Accepted Accountlng Practice; and have been prepared in accordance with the requirements of the Charities Act 2011. Basis for opinion We conducted our audit in accordance with International Standards on Auditing {UKI11SAs {UK)) and appllcable law. Our responsibilities under those standards are further described in the Auditorfs responsibilities for the audit of the financial statements section of our report. We are independent of the Charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 relating to going concern In auditing the financial statement5, we have concluded that the trustees, use of the going concern basis of accounting in the preparation of the financia I statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity's ability to continue as going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the trustees with ￿speCt to going concern are described in the relevant sections of this report. Other information The other information comprises the infomiation included in the Trustees, annual report, other than the financial statements and our auditorfs 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 otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Page S The Mary Rose Permanent Endowment Fund 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 otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other infomiation. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Charitles (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion: the information given in the financial statements is inconsistent in any material respect with the Trustees, report; or sufficient accounting records have not been kept; or the financial statements are not in agreement with the accounting records. or we have not received all the information and explanations we require for our audit. Responslbllltles of Trustees As explained more fully in the Statement of Trustees, responslbilities set out on page 4, the Trustees are responsible for the preparation of financial statements which give a true and fair view, and for such internal control as the Trustees determine is nece55ary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustees are responsible for a5sessin8 the Charity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and usin8 the going concern basis of accounting unless the Trustees either intend to liquidate the Charity or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements We have been appointed as auditor undersection 144of the Charities Act 2011 and report in accordance with regulations made under section 154 of that Act. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material mi55tatement, whether due to fraud or error, and to issue an auditorfs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with1SAs {UKI will always detect a material misstatement when it exists. Mi5Statements can arise from fraud or error and are considered material if, individually or in the a8gregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and 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 procedure5 are capable of detecting irregularities, including fraud 15 detailed below: We gained an understanding of the legal and regulatory framework applicable to the charity and the sector in which it operates through discussionswith management, sector research, and the application of relevant audit knowledge and experience We made enquiries of management around actual and potential litigation and claims Page 6 The Mary Rose Permanent Endowment Fund We made enquiries of management and relevant staff, and designed our audit procedures, including reviewing financial statement disclosure5 and testing of supporting documentation, to assess compliance with applicable laws and regulations. We focussed on laws and regulations which could give rise to material misstatement in the financial statements including, but not limited to, the Charities Act 2011, the Charities SORP, and the Financial Reporting Standard 102. We identified the risk of material misstatement of the financial statements due to fraud and designed audit procedures to respond to the risk. We performed audit procedure5 designed to address the risk of fraud arising from management override of controls, including, but not limited to, testing of journal entries and other adjustments, reviewing accounting estimates for evidence of bias, and evaluatin8 the business rationale of significant transactions outside the normal course of business Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the accounts or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the accounts. as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularitles occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the fina ncial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Use of our report This report is made solely to the Charivs Trustees, as a body, in accordance with Part 4 of the Charities {Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the Charity's Trustees those matters we are required to state to them in an auditorfs report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Charity and the Charity's Trustees as a body, for our audit work, for this report, or for the opinions we have formed. Com assA ountants Llmited, Statutory Auditor Venture House, The Tanneries East Street, Titchf ield Hampshire, P014 4AR Date: olL)oi 102 Compass Accountont5 Limited is eligible to act as auditor in terms of section 1212 of the Companies Act 2006. Page 7 The Mary Rose Permanent Endowment Fund Statement of financial activities For the year ended 31 March 2024 Endowment fund5 2024 Endowment 2023 Total funds Total Notes Income from: Donations 10,079 18,018 10.079 18,018 1,000 14,537 1,000 14,537 Investment5 Total income 28,097 28,097 15,537 15,537 Expenditure on: Costs of generating funds: Investment management costs Governance and support costs Grant to the Mary RoseTrust 600 6LK) 300 300 1,020 279,198 1,020 279,198 1,020 80,000 1.020 80,000 Total expenditure 280,818 280,818 81,320 81,320 Net (losses)/gains on investments 260,737 260,737 144,6651 144,6651 Net Income/(expenditure) 8.016 8,016 {110,4481 1110,4481 Net movement in funds 8,016 8,016 1110,4481 {110,448} Reconciliation of funds: Total funds brought forward 2.446.791 2,446,791 2,557,239 2,557,239 Total funds carried fonNard 2,454,807 2,454.807 2,446,791 2,446,791 The notes on pages 11 to 15 form an integral part of these financlal statements. Page 8 The Mary Rose Permanent Endowment Fund Balance sheet as at 31 March 2024 2024 2023 Notes Fixed assets Investments 2,381.263 2,121,126 Current assets Debtors Cash at bank and in hand 3.372 323,253 74,504 74,504 326,625 Creditors: amounts falling due within one year Net current assets 1960) {9601 73,S44 325,665 Net assets 2,454,807 2,446,791 Funds Endowment funds 2,454,807 2,446,791 Total funds 2,454,807 2,446,791 The f5nanclal statements were approved and authorised for issue by the Trustees and signed on their behalf by Charles Julian Chairman Date: The notes on pages 11 to IS form an integral part of these financial statements Page 9 The Mary Rose Permanent Endowment Fund Cash flow statement for the year ended 31" March 2024 2024 2023 Notes Cashflows from operating activities: Net cash inflow from operating activities 12 (266,7671 180,6771 Cash flows from investing artivities: Dividends and interest from investment5 18,018 14,537 Net cash provided by/{used in) investing activities 18,018 14,537 Change in cash and cash equivalents in the reporting period 1248,749) {66,1401 Cash and cash equivalents at l April 2023 Total cash and cash equivalents at 31 March 2024 323.253 389,393 74,504 323,253 Page 10 The Mary Rose Permanent Endowrnent Fund Notes to financial statements for the year ended 31 March 2024 Accounting policies The Mary Rose Permanent Endowment Fund is a registered Charity. The business address 15 1110 College Road, HM Naval Base, Portsmouth. Hampshire, POI 3LX. The Mary Rose Permanent Endowment Fund meets the definition of a public benefit entity under section 34 of FRS 102. Assets and liabilities are initially recognised at historical cost or transartion value, unless otherwise stated in the relevant accounting policy. The principal objectives of the Charity are detailed in the Trustees report. 1.1. Basis of accounting The financial statements have been prepared in aceordance with Actounting 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 {FRS 1021 leffective October 2019) (Charities SORP IFRS 102}I, the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 the Charities Act 2011, and UK Generally Accepted Accounting Practi￿. The principal accounting policies are summarised below. The accounting policies have been applied consistently throughout the year and the preceding period. 1.2. Fund accounting Unrestricted funds are donations and other incoming resources received or generated for the charitable purposes. Restricted funds are to be used for specific purposes as laid down by the donor. Expenditure which meets these criteria is identified to the fund, together with a fair allocatlon of overheads and support costs. 1.3. Endowment fund5 Endowment funds are funds which the donor has stated are to be held as capital and expendable over the long term. It is the intention that the capital value of the donations will be maintained. 1.4. Incoming resources All incoming resources are included in the statement of financial activities when the Charity is entitled to the income and the amount can be quantified with reasonable accuracy. The following specific policies are applied to particular categories of income: Donations, legacies and voluntary income are accounted for when recelvable. Pledged income recelvable is Included in the year in which it fulfils the criteria for income recognition, in accordance with the SORP. Gifts in kind are accounted for at the Trustees, estimate of the value to the Charity as follows: Gifts of fixed assets for Charity use are accounted for (as restricted funds) immediately on receipt at the value of the consideration that would have otherwise been payable. Intangible income is valued and included in income to the extent that it represents good5 or Services which would otherwise be purchased. An equivalent amount is charged as expenditure. Voluntary help is not included as income. Grants receivable are included when the conditions for payment have been met and the amount receivable can be assessed with reasonable certainty. Income frorn investments is included in the year in which it is receivable. Page 11 The Mary Rose Permanent Endowment Fund Notes to the financial statements st for the year ended ai March 2024 1.5. Resources expended Expenditure is recognised on an accrual basi5 as a liability is incurred. Expenditure includes any VAT which cannot be fully recovered. and 15 reported as part of the expenditure to which it relates. Costs of generating funds comprise the costs associated with attracting voluntary income. Charitable expenditure comprises those costs incurred by the Charity in the delivery of its activities and services for its beneficiaries. It includes both costs that can be allocated directly to such artivities and those costs of an indirect nature necessary to support them. Fundraising costs are those incurred in seeking voluntary contributions and do not include the costs of di55eminating information in support of the charitable activities. Support costs are those costs incurred dirertly in support of expenditure on the objects of the Charity and include project management. 1.6. Investments held as fixed assets Investments held as fixed assets are revalued at mid-market value at the balance sheet date and the 8aln or loss taken to the statement of financial activities. Investment income Endowment 2024 Endowment funds 2023 funds Total Total Bank interest recelvable 1.421 16,597 1,421 16,597 955 955 Investment income 13,582 13,582 18,018 18,018 14,537 14,537 Investment management costs Endowment 2024 Total Endowment funds 2023 funds Total Investment management fees 600 600 300 300 Governance costs Endowment funds 2024 Endowment funds 2023 Total Total Accountancy fees Auditor remuneration Bank chafges 450 450 450 450 510 510 sio 510 60 60 60 60 1,020 1,020 1,020 1,020 Page 12 The Mary Rose Permanent Endowment Fund Note5 to the financial statements for the year ended 31. March 2024 Trustees, emoluments There were no employees during the year. No trustee received remuneration during the year. No trustee5 were reimbursed for travel expenses. Fixed asset investments 2024 2023 Total Total Valuation At l April 2023 Revaluations: 2,121,126 2,166,091 Gains and1055es before management fees Mana8ement fees deducted 260,737 1600) 144,6651 {3001 Net increaselldecreasel in market value 260,137 144,965} At 31 March 2024 2,381,263 2,121,126 Hlstorlc cost as at 31 March 2024 1,500,000 1,500,000 All fixed asset investments are held within the United Kingdom. Debtors 2024 2023 Accrued income 3,372 Creditors: arnounts falling due within one year 2024 2023 Accruals 960 960 Contingent liabilities There are no contingent liabilities forthe year ended 31 March 2024. In 2023 the Board committed to underwriting the cost ofcreating the Dive 4D Experience within the Mary Rose Museum. up to a maximum liability of £199.198. Page 13 The Mary Rose Permanent Endowment Fund Notes to the financial statements st for the year ended 31 March 2024 10. Analysis of net assets between funds Endowment Total funds funds Fund balances at 31 March 2024 as represented by: Investment assets 2,381.263 74,504 19601 2.381.263 74,504 {9601 Current a55ets Current liabilities 2,454,807 2,454,807 Endowment funds Total funds Fund balances at 31 March 2023 as represented bv". Investment assets 2,121,126 326.625 (9601 2,121,126 326,625 1960) Current asset5 Current Ilabilities 2,H6,791 2,446,791 ii. Endowment funds At l Aprll Income 2023 Gains and losses At 31 March Expenditure 2024 Mary Rose Permanent Endowment Fund 2,446,791 28.097 1280,8181 260,737 2,454.807 At l April Income 2022 Gains and losses At 31 March 2023 Expendlture Mary Rose Permanent Endowment Fund 2,557,239 15,537 181,3201 144,6651 2.446,791 Page 14 The Mary Rose Permanent Endowment Fund Notes to the financial statements for the year ended 31st March 2024 12. Reconciliation of net income/(expenditure) to net cash flow from operating activlties 2024 2023 Notes Net income/lexpenditure) for the year Adjustments for: Income from investments (Gainsl/Losses on investments Adjustment for non