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2022-03-31-accounts

The 2874 Trust Limited

(A company limited by guarantee) Report and Financial Statements

For the year ended

31st March 2022

Company Number: 9190414 ( England and Wales)

Registered Charity Number 1166258

The 2874 Trust Limited

Registered Office

Churchward House Winchcombe Railway Station Winchombe, Gloucs GL54 5LD Email: enquiries@2874trust.org Website: www.2874trust.org

Independent Examiner David R Johnson & Co

Chartered Certified Accountants 110A Cher Minehead Somerset TA24 5EW

Solicitors Stanchion Ltd The Old Stables Stare Lane Claverdon Warwickshire CV35 8LS

Bankers

Lloyds Bank plc 31 Fore Street Taunton Somerset TA1 1HN

The 2874 Trust Limited Trustees Report for the year to 31[st] March 2022

The Trustees are pleased to present their report together with the financial statements of The 2874 Trust Limited (Trust) for the year ending 31[st] March 2022.

Objectives overview

The Trust was formed on 28[th] August 2014 as a Private Company limited by Guarantee and commenced trading on 1[st] March 2015. It has been established to acquire, restore and ensure the operation of heritage railway locomotives and ancillary equipment – initially and specifically a 1918 built Great Western Heavy Freight locomotive Number 2874, previously owned by Dinmore Manor Locomotive Ltd (DML) which has a unique (for its class) system of delivering steam to the cylinders. This locomotive was scrapped by BR in 1963, it has received minimal attention since that time having been stored in the open. It is now based on the Gloucestershire Warwickshire Steam Railway plc (GWSR) at their engineering base at Toddington.

The process of restoration will provide opportunities for training in traditional engineering, ensuring the skills of a generation involved with these heritage artefacts are passed on and not lost. During the restoration we will provide facilities for the young and not so young to experience practical examples of the engineering and design involved in the power of steam.

A top priority is education, working with DML a volunteer based company that has practical experience of restoring and operating heritage locomotives, we intend to extend the volunteer base by:

Once restoration is complete, the locomotive will be hired to Heritage Railway lines (an option to hire the loco by the GWSR is included in the Restoration agreement), which are themselves living museums, and thus promote public knowledge, appreciation and understanding of the historical, scientific and cultural aspects and the significance of the engineering and design of the locomotive.

The Heritage Railways themselves play a significant role in the local economy of the areas in which they operate both in terms of the revenue they generate and as attractions which combine enjoyment with the opportunity to learn about our history and the role that steam power played in the industrial revolution.

Working with DML, a company that has fully restored two ex Great Western Railway (GWR) locomotives from scrap condition and successfully operated them (including carrying out a heavy overhaul) on a number of Heritage lines, we are confident we can achieve the same result with 2874 and ensure a viable future for the benefit of generations to come.

The efforts of last year continue to be directed towards putting in place the structures and agreements that will enable the restoration of locomotive 2874 to proceed as well as sourcing missing components when opportunities arise.

In the last year we have concentrated on delivering the training and development projects under the National Lottery Heritage Fund grant and progressing the ring fenced projects for which we have raised funds. In addition, we continue to source missing componenets whenever opportunities arise.

Page 1

Achievements in the year to 31 March 2022

This year has again been dominated by the Coronavirus pandemic which restrictions and lockdowns that made planning and achieving difficult. However, within these constraints:

Future Developments

Page 2

Members of the Board

The Board members of the Trust are its Trustees and throughout this report are collectively referred to as the trustees. The Board can have up to 10 members.

The trustees and officers, all volunteers, during the year were as follows:

David Foster Hon. Chairman and Joint Secretary Keith Smith Hon. Joint Secretary - Retired and re- elected 30 October 2021 John Sampson Hon. Treasurer - Retired and re-elected 30 October 2021 Ian Shapter David Holmes Neil Carr ( resigned post year end) Martin Ginger Daniel Wigg

Financial Report

The results for the year show unrestricted net income of £ 14,602 compared to net income of £ 3,704 in 2021. Restricted net expenditure of £ 13,675 occurred in 2022 compared to net income of £ 14,240 in 2021. The major impacts in 2022 were lower Grant income than in 2021 and reduced locomotive expenses primarly resulting from coronavirus restrictions.

The Trust is confident that its financial structure and commitments will enable it to manage its activities for the foreseeable future.

Trustee responsibilities.

The trustees (who are also directors of The 2874 Trust Limited 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 Practice).

Company law requires the trustees to prepare financial statements for each year which give a true and fair view of the state of affairs of the Trust and of the incoming resources, and application of resources, including income and expenditure for the year. In preparing the these financial statements, the trustees are required to:

presume that the Trust will continue in business.

Page 3

The trustees are responsible for maintaining proper accounting records that comply with Sections 386 and 387 of the Companies Act 2006 which disclose with reasonable accuracy, at any time, the financial position of the Trust and enable them to ensure that the financial statements comply with Sections 394 and 395 of the UK Companies Act 2006. The Trustees have prepared the financial statements in accordance ‘Accounting and Reporting by Charities’ produced by the Charities Commission, SORP (FRS 102) (Statement of Recommended Practice) and Companies Act 2006.

The trustees are also responsible for safeguarding the assets of the Trust and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The trustees are responsible for the maintenance and integrity of the corporate and financial information included on the Trust's website.

Structure, governance and management

The 2874 Trust Ltd, formed on 28[th] August 2014, is a private company limited by guarantee, as defined by the Companies Act 2006 , and is controlled by its Articles of Association.

Under its Articles any person or corporation may become a member of the Trust and each person or corporation is entitled to a single vote on each matter at formal meetings. There are currently 143 voting members.

Trustee induction and training

All new trustees are required to study ‘The essential trustee: what you need to know’ as published by the Charity Commission and to sign a declaration of their willingness to act as a charity trustee, full awareness of the Trust’s purpose, eligibility to act and understanding the responsibilities of running a charity.

President

In April 2016 Lady Judy McAlpine agreed to be President of the Trust. The President is not a trustee, nor does Lady Judy have any specific duties or responsibilities other than the right to address the members at meetings and represent the Trust at external meetings.

Patrons

These persons are elected by the members and are not trustees, nor do they have any specific duties or responsibilities. They have a right to address the members at meetings and represent the Trust at external meetings.

Currently there 3 patrons:- Wendy Temple, Henry Howard and Hein Berger appointed during the year following his retirement as Membership Secretary.

Page 4

Related Parties

The Trust will conclude a 2874 Restoration and Operating Agreement with Dinmore Manor Locomotive Ltd (DML) where DML will renovate then display the locomotive 2874 using its pool of volunteers and external contractors so that 2874 will join the DML group of locomotives with cross support for future repair and renewal. Integral in the agreement are the education and training opportunities that will be offered during renovation and display.

The restoration will take place primarily at the Toddington facilities of the Gloucestershire Warwickshire Steam Railway plc (GWSR) and such an arrangement requires a Restoration agreement between the Trust and GWSR which has been signed.

The Chairman of DML, currently Kenneth Sims, can attend Board meetings and contribute to all discussions but has no responsibility for the Trust, nor vote on any matter. Also the Trust chairman may attend DML Board meetings in a similar capacity.

Ian Shapter, Martin Ginger and David Foster are Directors of DML, Neil Carr is an employee of GWSR.

Trustees may also be shareholders or members of DML, GWSR or Gloucestershire Warwickshire Railway Trust (GWRT).

Health & Safety and Safeguarding

The Trustees expect that volunteers are surrounded by a safe environment with the risk of their coming to harm, or harm coming to others from volunteers' activities fully minimised and expect all volunteers to make every effort to ensure no harm comes to young persons or vunerable adults from any of the Trust activities.

The GWSR, GWRT and DML have published policies on Health & Safety and Safeguarding. Volunteers must undertake operations in a safe manner without putting others at risk and must comply with the GWSR, GWRT, and DML rules and procedures. These policies provide a robust framework and the Trust has adopted them to guide all our activities. Volunteers must adhere to these policies, so far as is practicable, when undertaking any activity at any location including other than the GWSR as well as complying with any specific site rules and procedures. The Trust will work closely with the Health & Safety and Safeguarding Officers of the GWSR/GWRT to ensure all our activities are compliant with their policies.

Volunteers working on site at Toddington are required to be members of the GWRT and hold a Work Permit issued by the GWSR, contractors working on site are required to sign that they will comply with all site rules and procedures.

Any complaint made by or to a volunteer or contractor must be communicated to the Trust chairman or company secretary at the earliest opportunity, initially verbally then confirmed in writing. The chairman, together with other Trustees will investigate every complaint and determine if regulatory authorities need be notified. The secretary will maintain a record of all complaints and actions of the Trustees in these matters.

Page 5

Risk Management

The trustees have a risk management strategy that comprises:

and to put in place an annual review of the risks the Trust faces.

The following have been identified as areas of potential risk;

fulfil the Trust’s objectives.

To further manage risk the Trust is a named participant in the Public Liability and Employee Liability insurance policies initated by DML.

Charitable purposes

The Trust's focus is for the restoration of locomotive 2874, a project that will take a number years and require substantial funding from grant giving institutions and other donors. At the same time there will be education of the young and not so young to generate future interest and skills to achieve continued knowledge and contribution to engineering in the steam heritage enviroment.

Vision

Our vision is for locomotive 2874 to be restored and operating on Heritage Railway lines as soon as possible.

Approved by the Board and signed on their behalf

…………………………………………….

David Foster 6 May 2022

Page 6

Independent Examiner's Report to the Trustees of The 2874 Trust Limited

I report to the charity trustees on my examination of the accounts of the company for the year ended 31 March 2022 set out on pages eight to thirteen.

Responsibilities and basis of report

As the charity's trustees of the Company (and also its directors for the purposes of company law) you are responsible for the preparation of the accounts in accordance with the requirements of the Companies Act 2006 ('the 2006 Act').

Having satisfied myself that the accounts of the Company 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 accounts 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 confirm that no matters have come to my attention in connection with the examination giving me cause to believe:

  1. accounting records were not kept in respect of the Company as required by section 386 of the 2006 Act; or

  2. the accounts do not accord with those records; or

  3. the accounts do not comply with the accounting requirements of section 396 of the 2006 Act other than any

  4. requirement that the accounts give a true and fair view which is not a matter considered as part of an independent examination; or

  5. the accounts have not been prepared in accordance with the methods and principles of the Statement of Recommended Practice for accounting and reporting by charities [applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (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 accounts to be reached.

David R Johnson & Co Chartered Certified Accountants 110A Cher Minehead Somerset TA24 5EW

6/05/2022

Page 7

The 2874 Trust Limited

Statement of Financial Activities (incl. Income & Expenditure Account) for the year ended

31st March 2022

Unrestricted
Notes
Funds
£
Income and Endowments from
2 & 4
20,200
Donations and legacies
2 & 5
1,908
Other Trading activities
3
Bank interest income Total income
22,111
Expenditure on
5
1,861
Trading activities
6
4,869
Charitable activites
7
779
Other costs
Total resources expended
7,509
Net income/ (expenditure) and
net movement in funds
14,602
Reconciliation of fundsTotal funds brought forward
17,400
Total funds carried forward
32,002
Restricted
Funds
£
5,800
0
0
5,800
0
19,475
0
19,475
(13,675 )
23,712
10,037
2022
Total
Funds
£
26,000
1,908
3
27,911
1,861
24,344
779
26,984
927
41,112
42,039
2021
Total
Funds
£
60,389
21
1
60,411
0
40,216
2,251
42,467
17,944
23,168
41,112

The notes form part of these financial statements Page 8

The 2874 Trust Limited

Statement of Financial Position as at 31st March 202

Notes
Fixed Assets
3
Intangible assets - Investments
3
Heritage Asset - LocomTotal fixed assets
Current Assets
9
Debtors
Cash at bank
Total current assets
Liabilities
10
Creditors falling due wNet current assets
Total assets less current liabilities
falling due after more than one year 11
Creditors:
Net assets
The funds of the charity:
12
Unrestricted income funds
12
Restricted income fundTotal charity funds
2022
£
1
3,950
3,951
1,955
48,813
50,768
(3,209 )
47,559
51,510
(9,471 )
42,039
32,002
10,037
42,039
2021
£
1
3,950
3,951
960
51,598
52,558
(2,704 )
49,854
53,805
(12,693 )
41,112
17,400
23,712
41,112

The charitable company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2022.

The members have not required the charitable company to obtain an audit of its financial statements for the year ended 31 March 2022 in accordance with Section 476 of the Companies Act 2006.

The trustees acknowledge their responsibilities for

These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small charitable companies and with the Financial Reporting Standard 102

The financial statements were approved by the Board of Trustees on 6 May 2022 and were signed on its behalf by:

John Sampson

David Foster

Page 9

The 2874 Trust Limited Notes to the Financial Statements for the Year Ended 31 March 2022

1 Accounting Policies

A

Basis of preparing the financial statements

The financial statements of the charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) '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)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial reporting standard 102 - reduced disclosure exemptions

The charity has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland':

B

Actions taken to continue to be a going concern

The Trust has sufficient cash reserves for its current level of operations and maintains strict measures of income and expense control.

C

Income

Income has been taken to the credit of the Income & Expenditure Account on an accruals basis. Voluntary income includes donations, grants, membership income and gift aid.

Annual membership income is taken to the credit of the Income and Expediture Account on a cash basis, Five year memberships are credited to Sundry Creditors and written off over five years to income. Life and 25 year memberships are credited to Sundry Creditors and written off over ten years to income.

Income from trading activities is recognised as earned.

Legacy donations of shares in Dinmore Manor Locomotive Ltd (DML) are included when received at a nominal value of £0.01 as DML is a company for which there is no recognised market for these shares.

D Volunteers and donated services and facilities

The value of services and goods provided by volunteers without charge is not incorporated into these financial statements. Although it is considerable, it has been excluded due to the difficulty of determining when volunteers are working for the benefit of the Trust.

E

Expenditure

Expenditure is recorded when a liability is incurred on an accrual basis and includes VAT costs except where VAT is recoverable.

Costs of generating funds are those costs incurred in attracting voluntary income or trading activities. Charitable activities include costs associated with the maintenance, parts, skills training and restoration of the locomotive 2874

Other costs included those incurred in the governance of the charity and are primarily associated with constitutional and statutory requirements, insurance cover for third party claims against the Trustees and promotional costs.

F Fixed Assets

Legacy shares in DML are included at a nominal value of £1

Heritage locomotive 2874 is included at cost of acquisition.

Expenditure excludes restoration costs of locomotive 2874 which is included in Statement of Financial Activities

G

Funds Structure

Unrestricted funds includes monies raised for the restoration of locomotive 2874.

Restricted funds are monies where the donor/grantor requires that that they be spent on a particular purpose and may be returnable if unspent after a period of time. Page 10

2 Turnover

Turnover from trading activities and membership income totalled £ 5,321 in the year (£3,901 in 2021).

3 Fixed Assets

Legacy donations of 878 ordinary shares of £10 each in Dinmore Manor Locomotive Ltd -representing 1.32 % of the ordinary shares issued at 31st March 2022 by DML ( 878 shares and 1.32% at 31st March 2021) are included at a nominal £1 as DML is a company which has not paid dividends, is not expected to do so in the future and there is no recognised market for these shares.

Heritage asset of locomotive 2874 was purchased 'as seen' in December 2016 for £ 3,950 + VAT and is included at cost ( £ 3,950 at 31st March 2021)

2022 2021
Unrestricted Restricted Total Total
Funds Funds Funds Funds
s £ £ £ £
Donations (including living legacy) and grants 13,401 5,800 19,201 50,280
Membership income 3,413 0 3,413 3,880
Gift Aid receivable from HMRC 3,386 0 3,386 6,229
Legacy donations ( nominal) 0 0 0 0
Total 20,200 5,800 26,000 60,389

4 Donations and legacies

A grant of £57,400 has been awarded to the Trust by the National Lottery, for Skill and Expertise building through practical work projects on historic steam locomotives at the Gloucestershire Warwickshire Steam Railway.

The first tranche of £28,700 had been received in the year ended 31 March 2019 and the second tranche of £22,960 in the year ended 31 March 2021.

5 Fundraising income

£ £ £ £
Sales and commissions 1,908 0 1,908 21
Associated costs - purchases and prizes 1,861 0 1,861 0
Net fundraising income 47 0 47 21

We gained a significant price on purchase of white metal needed for our restoration work by co-operating with other loco groups. The 2874 Trust took the lead in this purchase hence the significant income and expenditure. This is an of ongoing co-operation where groups do not seek a profit margin but all gain from the discounts that can be obtained. In any such cases we adopt a 'no risk' policy n that sales are guaranteed in advance of any purchase.

6 Charitable expenditure

e £ £ £ £
Dragbox 0 4,230 4,230 500
Horn grinding 478 4,000 4,478 0
Cab window frame 0 250 250 0
Steel and parts 0 631 631 0
White metal 0 1,904 1,904 0
Avanced machining 0 1,168 1,168 0
Axle box 950 750 1,700 0
Smoke box 0 2,435 2,435 0
Wheelset Retyring, Transport 0 0 0 24,410
Castings 0 0 0 2,756
Rebore valve sleeves 0 0 0 1,100
Steel rivetting 0 0 0 625
Fountain casting 0 0 0 532
Contractors and training of volunteers 0 875 875 2,615
Volunteers travel and subsistence 0 2,766 2,766 3,503
Drills and other costs 1,045 466 1,511 1,779
Locomotive insurance 196 0 196 196
Restoration facility 2,200 0 2,200 2,200
Total 4,869 19,475 24,344 40,216
Page 11
2022 2021
Unrestricted Restricted Total Total
Funds Funds Funds Funds
7 Other costs £ £ £ £
Independent Examination fee 126 0 126 126
Filing fees 13 0 13 13
Trustees Liability Insurance 400 0 400 225
Stationary, printing and web site 134 0 134 131
PPE & anti viral wipes 0 0 0 1,652
Other 106 0 106 104
Total 779 0 779 2,251
All costs are towards the restoration of locomotive 2874
At At
8 Members at 31 March 31/03/2022 31/03/2021
Number of Honorary Life memberships 7 4
Number of Honorary 5 Year memberships 1 1
Number of Honorary 5 Year corporate memberships 1 1
Number of Life subscriptions 23 22
Number of 25 year subscriptions (available to those over 70 years) 24 23
Number of annual subscriptions 48 46
Number of 2 year subscriptions 1 10
Number of corporate annual subscriptions 1 1
Number of Junior 5 year subscriptions 1 1
Number of 5 year subscriptions 37 38
Total 144 147
The 2874 Trust Ltd is a company limited by guarantee and has no share capital. The liability
of each member in the event of winding-up is limited to £10.
9 Debtors £ £
HMRC - Gift Aid 429 768
HMRC - VAT 1,526 192
Total 1,955 960
10 Creditors: amounts falling due within one year £ £
Deferred income from five year subscriptions 490 506
Deferred income from life subscriptions 1,073 1,073
Deferred income from over 70 subscriptions 600 575
Volunteers travel and subsistane expenses 496 0
Accrual for Restoration facility costs 550 550
Total 3,209 2,704
11 Creditors: amounts falling due after more than one year. £ £
Deferred income from five year subscriptions 560 634
Deferred income from life subscriptions 5,761 5,894
Deferred income from over 70 subscriptions 3,150 3,525
Restoration costs for settlement following restoration 0 2,640
Total 9,471 12,693

Page 12

12 Movement in Funds

At At
31/03/21 Income Expense 31/03/22
£ £ £ £
Restricted income funds
Heritage Lottery Fund 19,412 0
Equipment 8,649
Contractors 875
Volunteers 2,766 7,122
Axlebox Renovation 250 0 250 0
Horn grinding 4,000 0 4,000 0
Boiler cladding 50 0 0 50
Axlebox underkeeps 0 500 500 0
Smoke Box 0 5,300 2,435 2,865
Total Restricted income funds 23,712 5,800 19,475 10,037
Unrestricted income fund 17,400 22,111 7,509 32,002
Total Funds 41,112 27,911 26,984 42,039

The Trust is exempt from corporation tax on its charitable activities and no provision is considered necessary.

13 Taxation

14 Trustees

No pecuniary or other benefit was received from the Trust by any Trustee in respect of period reported other than reimbursement of agreed and approved expenses wholly, exclusively and necessarily incurred for the benefit of the Trust.

Some Trustees hold positions in DML, GWSR and GWRT and could be involved in transactions between the Trust and those organisations.

An insurance policy has been initiated to protect the Trustees or any one of them against personal liability arising from their actions as Trustees of the Trust.

There were no contingent liabilities at 31st March 2022 ( none at 31st March 2021)

15 Contingent Liability

The Trust has a commitment for a contribution towards the puchase of a Slotting machine estimated at £3,000 at 31 March 2022. ( £3,380 and £ 324 at 31st March 2021 for dragbox and steelwork respectively )

16 Commitments

PagÈ 13