## **The Roman Baths Foundation** **Charity No. 1163044** **Company No. 09454235** **Trustees' Report and Unaudited Accounts** **31 March 2023** **The Roman Baths Foundation Contents** ||Pages|| |---|---|---| |Trustees' Annual Report|2 to 4|| |Independent Examiner's Report||5| |Statement of Financial Activities||6| |Balance Sheet||7| |Notes to the Accounts|8 to|12| Page 1 **The Roman Baths Foundation Trustees Annual Report** The trustees, who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the unaudited financial statements of the charity for the year ended 31 March 2023. ## **REFERENCE AND ADMINISTRATIVE DETAILS** ## **Company No. 09454235** ## **Charity No. 1163044** ## **Registered Office** Pump Room Stall Street Bath Somerset BA1 1LZ ## **Directors and Trustees** The Directors of the charitable company are its Trustees for the purposes of charity law. The following Directors and Trustees served during the year: D.J. Baker A.J. Beeson (Resigned 14 April 2022) R. Campbell S.G. Craig (Resigned 17 April 2023) P.A. Davenport M.M. England M.G. Forsyth R.M. Halton F.S. MacDonald F.A. Pollard P.J.M. Turner ## **Accountants** Case Accounting Ltd 20 Goodwood Way Cepen Park South Chippenham Wiltshire SN14 0SY Page 2 **The Roman Baths Foundation Trustees Annual Report** ## **OBJECTIVES AND ACTIVITIES** ## **Objectives and aims** - to promote, preserve, develop, maintain and manage the Roman Baths and Pump Room complex, Bath, United Kingdom and all buildings, monuments, collections, structures and archaeological remains and artefacts appurtenant to or associated (whether by location, history or otherwise) with the same (together, "the Roman Baths"); and/or - to advance the education, interest and appreciation of the general public with respect to the Roman Baths, and/or - to advance and support all aspects of popular and academic study into the Roman Baths for the educational and wider benefit of the general public, including (but not limited to) the discovery, investigation and protection of archaeological remains and artefacts; and/or - to pursue such other charitable purposes beneficial to the public and consistent with the Objects above, as the Trustees shall in their absolute discretion determine. When reviewing the charity's aims and objectives and planning future activities, the Trustees have had due regard to the public benefit guidance published by the Charities Commission. ## **Significant activities** The World Heritage Centre and Clore Learning facility are now fully open and being well utilised. A review of the project was undertaken to ensure learnings from the build and operation have been taken into account as we now move forward into school and community groups returning and making good use of the new facilities. In keeping with the purpose of the Roman Baths Foundation to support education and learning, we have paid for the full skeletal analysis, C14 dating, aDNA and isotope analysis of two individuals that occupied a sarcophagus discovered as part of the excavations at Sydney Gardens. ## **ACHIEVEMENTS AND PERFORMANCE** ## **Fundraising activities** 2022/23 saw things beginning to return to normal after the pandemic, but then world events including the war in Ukraine and the cost of living crisis have taken their toll on our fundraising, In support of the people of Ukraine at the beginning of the conflict, we introduced a donation button on the website alongside the ability to donate to the Foundation. This, together with an unusually generous income during 21/22 has resulted in the webstore donations returning to more normal levels compared with the prior year. As overseas visitors started to return to the Roman Baths, donations from the Circular Bath have returned strongly and were more than double the prior year. We no longer collect donations from the Circular Bath (as the coins became degraded in the water) but the Foundation benefited this year from the cashing in of the last of the garbled coins from the Circular Bath. ## **FINANCIAL REVIEW** ## **Reserves policy** It is the policy of the Foundation to set aside unrestricted funds to provide reserves in order to protect the future operations from the effects of any unforseen variationsin its income streams or expenditure. In line with good practice and sound financial management, the trustees aim to build up the Foundation's reserves to enable it to meet its Objects in support of the Roman Baths at Bath. Page 3 **The Roman Baths Foundation Trustees Annual Report** ## **STRUCTURE, GOVERNANCE AND MANAGEMENT** ## **Governing document** The charity is controlled by its memorandum and articles of association as amended by special resolutions on 16 March 2015 and 19 April 2016. On 24 April 2017 by Special Resolution the trustees increased the maximum number of elected trustees from nine to eleven. ## **Governance** The Board of the Trustees met four times during the year. The July 2022 meeting and Annual General Meeting were held in the Roman Baths as were all meetings during the year as we were able to return to face to face gatherings. At the 2022 Annual General Meeting, Siân Macdonald and Robert Halton stood for re-election to the Board and were both re-elected. The Foundation also acknowledged the sad passing of Anthony Beeson and thanked him for his service to the Foundation, all other Trustees remained active on the Foundation. The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and to enable them to ensure that the financial statements comply with the Companies Act 2006. The Trustees are also responsible for safeguarding the assets of the charity and hence taking reasonable steps for the prevention and detection of fraud and other irregularities. The following trustees were appointed by Bath and North East Somerset Council: Councillor S G Craig and D Baker. In April Councillor S G Craig stood down ahead of elections and a replacement Councillor is yet to be announced. The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006 and in accordance with the Charities SORP (FRS 102). Signed on behalf of the board F.A. Pollard Trustee 17 July 2023 Page 4 **The Roman Baths Foundation Independent Examiners Report** ## **Independent Examiner's Report to the trustees of The Roman Baths Foundation** I report to the charity trustees on my examination of the financial statements of The Roman Baths Foundation for the year ended 31 March 2023 which comprise the Statement of Financial Activities, the Summary Income and Expenditure Account, the Balance Sheet and the related notes. ## **Responsibilities and basis of report** As the trustees of the charity (and also its directors for the purposes of company law) you are responsible for the preparation of the financial statements in accordance with the requirements of the Companies Act 2006 ('the 2006 Act. Having satisfied myself that the financial statements of the charity are not required to be audited under Part 16 of the 2006 Act and are eligible for independent examination, I report in respect of my examination of your charity's financial statements as carried out under section 145 of the Charities Act 2011 ('the 2011 Act'). In carrying out my examination I have followed the Directions given by the Charity Commission under section 145(5)(b) of the 2011 Act. ## **Independent examiner's statement** I have completed my examination. I can confirm that no material matters have come to my attention in connection with the examination giving me cause to believe that: - accounting records were not kept in accordance with section 386 of the 2006 Act ; or - the financial statements do not accord with those records; or - the financial statements do not comply with the accounting requirements under section 396 of the 2006 Act other than any requirement that the financial statements give a 'true and fair' view which is not a matter considered as part of an independent examination; or - the financial statements have not been prepared in accordance with the Charities SORP (FRS 102). I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the financial statements to be reached. T R Case FCA (ICAEW) Case Accounting Ltd 20 Goodwood Way Cepen Park South Chippenham Wiltshire SN14 0SY 17 July 2023 Page 5 **The Roman Baths Foundation Statement of Financial Activities** ## **for the year ended 31 March 2023** |**Notes**
**Income and endowments**
**from:**
Donations and legacies
4
Investments
5
**Total**
**Expenditure on:**
Raising funds
6
Charitable activities
7
Other
8
**Total**
Net gains on investments
**Net (expenditure)/income**
Transfers between funds
**Net (expenditure)/income**
**before other gains/(losses)**
**Other gains and losses**
**Net movement in funds**
**Reconciliation of funds:**
Total funds brought forward
**Total funds carried forward**|**Unrestricted**
**funds**
**2023**
**£**
26,876
105|**Restricted**
**funds**
**2023**
**£**
-
-|**Total funds**
**2023**
**£**
26,876
105|**Total funds**
**2022**
**£**
66,349
-| |---|---|---|---|---| ||26,981
-
19,860
939|-
-
233,828
-|26,981
-
253,688
939|66,349
54
10,000
1,021| ||20,799
-|233,828
-|254,627
-|11,075
-| ||6,182
(6,561)|(233,828)
6,561|(227,646)
-|55,274
-| ||(379)|(227,267)|(227,646)|55,274| ||(379)
40,983|(227,267)
232,267|(227,646)
273,250|55,274
217,976| ||40,604|5,000|45,604|273,250| Page 6 **The Roman Baths Foundation Balance Sheet** ## **at 31 March 2023** |**Company No.**
**09454235**
**Notes**
**2023**
**£**
**Current assets**
Cash at bank and in hand
46,079
46,079
**Creditors:**Amount falling due within one year
10
(475)
**Net current assets**
45,604
**Total assets less current liabilities**
45,604
**Net assets excluding pension asset or liability**
45,604
**Total net assets**
45,604
**The funds of the charity**
**Restricted funds**
Restricted income funds
11
5,000
**Unrestricted funds**
11
5,000
General funds
40,604
40,604
**Reserves**
11
**Total funds**
45,604|**2022**
**£**
273,688| |---|---| ||273,688
(438)| ||273,250
273,250| ||273,250| ||273,250| ||232,267| ||232,267
40,983| ||40,983| ||273,250| These accounts have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies. For the year ended 31 March 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts. Approved by the board on 17 July 2023 And signed on its behalf by: F.A. Pollard Trustee 17 July 2023 Page 7 **The Roman Baths Foundation Notes to the Accounts** ## **for the year ended 31 March 2023** - 1 **Accounting policies** ## **Basis of preparation** 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 (FRS 102) (effective 1 January 2015) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. ## **Change in basis of accounting or to previous accounts** There has been no change to the accounting policies (valuation rules and method of accounting) since last year and no changes have been made to accounts for previous years. ## **Fund accounting** |**Fund accounting**|| |---|---| |Unrestricted funds|These are available for use at the discretion of the trustees in furtherance of the| ||general objects of the charity.| |Restricted funds|These are available for use subject to restrictions imposed by the donor or through| ||terms of an appeal.| |**Income**|| |Recognition of|Income is included in the Statement of Financial Activities (SoFA) when the charity| |income|becomes entitled to, and virtually certain to receive, the income and the amount of| ||the income can be measured with sufficient reliability.| |Donations and|Voluntary income received by way of grants, donations and gifts is included in the| |legacies|the SoFA when receivable and only when the Charity has unconditional| ||entitlement to the income.| |Tax reclaims on|Income from tax reclaims is included in the SoFA at the same time as the| |donations and gifts|gift/donation to which it relates.| |**Expenditure**|| |Recognition of|Expenditure is recognised on an accruals basis. Expenditure includes any VAT which| |expenditure|cannot be fully recovered, and is reported as part of the expenditure to which it| ||relates.| |Expenditure on|These comprise the costs associated with attracting voluntary income, fundraising| |raising funds|trading costs and investment management costs.| |Expenditure on|These comprise the costs incurred by the Charity in the delivery of its activities and| |charitable activities|services in the furtherance of its objects, including the making of grants and| ||governance costs.| |Grants payable|All grant expenditure is accounted for on an actual paid basis plus an accrual for| ||grants that have been approved by the trustees at the end of the year but not yet| ||paid.| |Governance costs|These include those costs associated with meeting the constitutional and statutory| ||requirements of the Charity, including any audit/independent examination fees,| ||costs linked to the strategic management of the Charity, together with a share of| ||other administration costs.| |Other expenditure|These are support costs not allocated to a particular activity.| Page 8 **The Roman Baths Foundation** ## **Notes to the Accounts** ## **Taxation** The charity is exempt from corporation tax on its charitable activities. ## **Cash and cash equivalents** Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management. ## **Trade and other creditors** Short term creditors are measured at the transaction price. Other creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due. ## 2 **Company status** The company is a private company limited by guarantee and consequently does not have share capital. ## 3 **Statement of Financial Activities - prior year** |**Income and endowments from:**
Donations and legacies
**Total**
**Expenditure on:**
Raising funds
Charitable activities
Other
**Total**
**Net income**
**Net income before other**
**gains/(losses)**
**Other gains and losses:**
**Net movement in funds**
**Reconciliation of funds:**
Total funds brought forward
**Total funds carried forward**|**Unrestricted**
**funds**
**2022**
**£**
12,020
12,020
54
-
1,021
1,075
10,945
10,945
10,945
30,038
40,983|**Restricted**
**funds**
**2022**
**£**
54,329
54,329
-
10,000
-
10,000
44,329
44,329
44,329
187,938
232,267|**Total funds**
**2022**
**£**
66,349| |---|---|---|---| ||||66,349
54
10,000
1,021| ||||11,075| ||||55,274| ||||55,274| ||||55,274
217,976| ||||273,250| Page 9 **The Roman Baths Foundation** ## **Notes to the Accounts** ## 4 **Income from donations and legacies** |Donations
Gift aid
5
**Income from investments**
Interest
6
**Expenditure on raising funds**
_Fundraising trading costs_
Cash counting systems
7
**Expenditure on charitable activities**
_Expenditure on charitable_
_activities_
Grants made
_Governance costs_
8
**Other expenditure**
General administrative costs
Legal and professional costs|**Unrestricted**
**£**
19,860
19,860|**Unrestricted**
**£**
26,876
-
26,876
**Unrestricted**
**£**
105
105
**Restricted**
**£**
233,828
233,828
**Unrestricted**
**£**
451
488
939|**Total**
**2023**
**£**
26,876
-
26,876
**Total**
**2023**
**£**
105
105
**Total**
**2023**
**£**
-
-
**Total**
**2023**
**£**
253,688
253,688
**Total**
**2023**
**£**
451
488
939|**Total**
**2022**
**£**
66,281
68| |---|---|---|---|---| |||||66,349| |||||**Total**
**2022**
**£**
-| |||||-| |||||**Total**
**2022**
**£**
54| |||||54| |||||**Total**
**2022**
**£**
10,000| |||||10,000| |||||**Total**
**2022**
**£**
570
451| |||||1,021| ## 9 **Staff costs** No employee received emoluments in excess of £60,000. Page 10 **The Roman Baths Foundation Notes to the Accounts** ## 10 **Creditors:** amounts falling due within one year |Accruals
11 **Movement in funds**
**Restricted funds:**
**Restricted income funds:**
Archway Project
Clore Learning Centre only
_Total_
**Unrestricted funds:**
**General funds**
**Total funds**||**At 1 April**
**2022**
217,267
15,000
232,267
40,983
273,250|**Incoming**
**resources**
**(including**
**other**
**gains/losses)**
**£**
-
-
-
26,981
26,981|**2023**
**£**
475
475
**Resources**
**expended**
**£**
(223,828)
(10,000)
(233,828)
(20,799)
(254,627)||**Gross**
**transfers**
**£**
6,561
-
6,561
(6,561)
-|**2022**
**£**
438| |---|---|---|---|---|---|---|---| ||||||||438| ||||||||**At 31**
**March**
**2023**
**£**
-
5,000| ||||||||5,000| ||||||||40,604| ||||||||45,604| Purposes and restrictions in relation to the funds: Restricted funds: Archway Project The Archway Project is the first project the Foundation is supporting through fundraising to establish a new Clore Learning Centre that will transform the Roman Baths' learning offer and World Heritage Centre for Bath that will be a free facility for the city. Clore Learning Centre only Clore Duffield Foundation awarded the Roman Baths Foundation £25,000 from the Clore Cultural Learning Fund, to assist the Roman Baths Learning and Participation team with delivery of activities during the pandemic. 12 **Analysis of net assets between funds** Net current assets ||**Unrestricted**
**funds**
**£**
40,604
40,604||**Restricted**
**funds**
**£**
5,000
5,000|**Total**
**£**
45,604| |---|---|---|---|---| |||||45,604| Page 11 ## 13 **Reconciliation of net debt** |**Reconciliation of net debt**|||||| |---|---|---|---|---|---| |Cash and cash equivalents||**At 1 April**
**2022**
**£**
273,688
273,688
273,688|**Cash flows**
**£**
(227,609)
(227,609)
(227,609)||**At 31**
**March**
**2023**
**£**
46,079| ||||||46,079| ||||||46,079| ## 14 **Related party disclosures** ## _**Controlling party**_ The company is limited by guarantee and has no share capital; thus no single party controls the company. Page 12