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2023-12-31-accounts

Registered Charity No. 1202910 Registered Company No. 14453457 (England and Wales)

Charleston Lewes Limited Annual report and financial statements For the period to 31 December 2023

Charleston Lewes Limited

Company information

Trustees Rt Hon Baroness Kay Andrews(appointed 19 May 2023)
Jolyon Brewis(appointed 31 October 2022)
Marion Gibbs CBE(appointed 7 February 2023)
Caroline Price(appointed 31 October 2022)
Piers Sanders(appointed 31 October 2022)
Dame Pippa Harris DBE(appointed 31 October 2022,
resigned 31 January 2023)
Company secretary Jennifer Allchorn(appointed 23 November 2023)
Louise Zandstra(appointed 2 March 2023, resigned 21 November 2023)
Company number 14453457
Charity number 1202910
Principal office Charleston in Lewes, Southover Road, Lewes, BN7 1FB
Registered office Charleston, Firle, Lewes, East Sussex BN8 6LL
Independent auditor Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Bankers Metro Bank
82 North Street
Brighton
BN1 1ZA

Charleston Lewes Limited

Contents
Page
Trustees' report 1 - 6
Independent auditor's report 7 - 10
Statement of Financial Activities 11
Balance sheet 12
Notes to the financial statements 13 - 16

Charleston Lewes Limited

Trustees' report

For the period ending 31 December 2023

The trustees (known as directors under company law) present their annual report and financial statements for the period ending 31 December 2023.

Legal Status and constitution

Charleston Lewes Ltd is a company limited by guarantee. It was incorporated 31 October 2022 and it is governed by its Memorandum and Articles of Association, dated 21 April 2023. The first accounting period was extended from 31 October 2023 to 31 December 2023 to be 14 months.

These accounts cover the first period of activity for the charity.

Trustees are recruited and appointed in accordance with the charity’s governing document and with relevant legislation.

Objectives and activities

The charity’s objects are:

  1. to encourage and promote appreciation and understanding of the arts and education for the benefit of the public; and

  2. to establish and maintain a gallery and arts centre in Lewes, East Sussex to advance education in the arts; and

  3. to promote the development of public knowledge, understanding and appreciation of

  4. i) the artistic, literary and cultural contribution made by the Bloomsbury Group and;

  5. ii) the art, architecture and literary and artistic connections of the land and buildings listed in the deeds of Charleston Farmhouse, East Sussex but known as Charleston

In the period ended 31 December 2023 the charity began working towards these objects. More detail is set out below.

In planning the activities of the charity, the trustees have given due regard to the Charity Commission’s guidance on public benefit.

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Charleston Lewes Limited

Achievements and performance

The period of these accounts covers three phases of establishing a new cultural centre for Lewes:

Project development

Initial conversations between Charleston and Lewes District Council began in summer 2021 to explore the possibility of a partnership to support Charleston's work to reach broader audiences, to deliver Charleston’s capital requirements, and to deliver on the local authority's objectives. A detailed feasibility report was commissioned by Charleston in 2021 and presented to the Board of The Charleston Trust (Bloomsbury in Sussex) in March 2022. The council considered the matter in February 2022.

An initial 5-year lease was agreed to operate the building as a pop up to “as a new creative centre for the Lewes community featuring exhibitions, learning and education spaces, office space for the creative industry and much needed artist workspace” (Lewes District Council, Asset Management, 3 February 2022). Charleston Lewes Ltd was established to operate the building formerly known as Southover House. As outlined in the above report, Charleston would act as principal tenant "coordinating a group of cultural, creative, and educational partners from the region” to deliver the shared objectives of economic, cultural and educational impact for the town and district.

During this period partnerships were developed with East Sussex College Group to develop opportunities for the 700 creative students at the Lewes campus, as well as national partners – Tate, V&A and National Portrait Gallery – who have agreed in principle to long-term loans of the national collections to establish the National Bloomsbury Gallery within the building at a future stage in the project.

Capital works

As the initial pop-up project was delivered under a 5-year lease, the charity was not eligible for capital funding from public funders, or large charitable trusts and foundations. Private individuals and small charitable trusts provided the majority of funding with 80% of the philanthropic funding coming from individual donations from residents of Lewes district.

Material Cultures were architects for the initial meanwhile project and aimed to recycle and reuse existing materials wherever possible. The majority of the building works were focussed on the galleries and public circulation spaces including the retail and cafe spaces. Expenditure was predominantly funded by restricted donations received by The Charleston Trust (Bloomsbury in Sussex) which is a charitable company and constituted as a private company limited by guarantee and the parent charity of Charleston Lewes Limited. Local contractors delivered the majority of the works during a 13-week build period from mid June 2023.

Initial season of exhibitions and community consultation

Two exhibitions opened to the public on 11 September 2023 - Bring No Clothes: Bloomsbury & Fashion curated by Charlie Porter, and Jonathan Baldock: Through the Joy of the Senses. These initial exhibitions ran until mid-December 2023 but were extended to March 2024. Alongside the exhibition programme, the charity undertook extensive community consultation to inform the future use of the creative centre

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Charleston Lewes Limited

and priority areas for a newly established community learning and creative participation programme.

Beyond the period covered in these accounts, initial visitor data for the first twelve months of Charleston in Lewes is now available. Between September 2023 and September 2024 over 70,000 members of the public used the building as a creative centre.

Financial Review

The statement of financial activities on page 11 sets out the results of the charity for the year.

Management staff are employed by The Charleston Trust (Bloomsbury in Sussex). The annual management charge for 2023 has been calculated as £273,300 to cover the staff time associated with the fit out, set up, ongoing running and administration of Charleston in Lewes; these costs are included as a Gift In Kind in the accounts below. The non-staff costs for getting the building ready for a pop-up and on-going running costs are not included below and have been funded by restricted donations to The Charleston Trust (Bloomsbury in Sussex).

Reserves policy

At the year end the charity held no free reserves.

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Charleston Lewes Limited

This is the first period of activity for the charity and the trustees are currently in the process of approving a reserves policy for the charity.

Risk Management

The trustees have examined the major strategic, business and operational risks that the charity faces and confirm that systems have been, or will be, established to enable the necessary steps to be taken to lessen these risks.

During the first period there was minimal activity in the charity and so the trustees consider the activities to be low risk.

Future plans

Through-out the meanwhile phase of Charleston in Lewes, Trustees will continue to closely monitor the project and continue to develop the partnership with Lewes District Council and other community partners around three community objectives:

Auditor

Saffery LLP were appointed as auditor to the company during the year and have expressed their willingness to continue in office.

Thank you

Thank you to everyone who helped create the idea of a new cultural centre for Lewes in 2023. We are particularly grateful to our funders of the project listed here, who gave to Charleston Lewes Ltd and The Charleston Trust (Bloomsbury in Sussex), and to Lewes District Council for collaborating on this new opportunity for the area.

Platinum Founding Donors

The Chalk Cliff Trust Kim Jones O.B.E Virginia and William Nicholson Gold Founding Donors Neil & Sarah Brener Deborah Loeb Brice Johnny Capps Dame Pippa Harris D.B.E The Stafford Trust

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Charleston Lewes Limited

Silver Founding Donors

Bloomberg Philanthropies Tim Ashley and John Booth Anthony & Consuelo Brooke Cynthia Buckwell (In Memoriam) Nick and Miriam Clegg Maryam Eisler Marion Gibbs C.B.E Sir Sam and Lady Alison Mendes Gregory Moga Caro Newling O.B.E Roger Ross The Staples Trust Beth Swofford

Founding donors

Lady Jennie Bland Jans Ondaatje Rolls And others who wish to stay anonymous

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Charleston Lewes Limited

Statement of Trustees’ responsibilities

The trustees are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the trustees to prepare financial statements for each financial year. Under that law the trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The trustees have had due regard to the Charity Commission’s guidance on public benefit.

Statement of disclosure to auditor

So far as each person who was a Trustee at the date of approving this report is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the trustees individually have taken all the necessary steps that they ought to have taken as trustees in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information.

Small company exemption

This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

Signed on behalf of the board on 30[th] September 2024

Jolyon Brewis Chair

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Charleston Lewes Limited

Independent auditor’s report to the members

Opinion

We have audited the financial statements of Charleston Lewes Limited for the period ended 31 December 2023 which comprise statement of financial activities, balance sheet and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial 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 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 performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least twelve 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information. 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. 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 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 determine whether this gives rise

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Charleston Lewes Limited

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 nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ Annual Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the Statement of Trustees’ Responsibilities set out on page 6, the trustees (who are also 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 internal control as the trustees determine is necessary 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 assessing the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative to do so.

Auditor’s responsibilities for the audit of the financial statements

We have been appointed as auditors under the Companies Act 2006 and report in accordance with regulations made under that Act.

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Charleston Lewes Limited

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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) 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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the charitable company’s financial statements to material misstatement and how fraud might occur, including through discussions with the trustees, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the charitable company by discussions with trustees and updating our understanding of the sector in which the charitable company operates.

Laws and regulations of direct significance in the context of the charitable company include The Companies Act 2006, and guidance issued by the Charity Commission for England and Wales.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the charitable company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the charitable company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material

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Charleston Lewes Limited

misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available 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 charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company’s members those matters we are required to state to them in an auditor’s 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 charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

…………………………………..

Claire Wills (Senior Statutory Auditor) for and on behalf of Saffery LLP

71 Queen Victoria Street London, EC4V 4BE

Statutory Auditors

Date: 30 September 2024

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Charleston Lewes Limited

STATEMENT OF FINANCIAL ACTIVITIES (SOFA)

FOR THE PERIOD ENDED 31 DECEMBER 2023 (Incorporating Income and Expenditure Account)

2023
Unrestricted Restricted Total
Funds Funds Funds
£ £ £
INCOME AND ENDOWMENTS FROM:
Donations and
legacies - 26,000 26,000
Gift in Kind 273,300 - 273,300
TOTAL INCOME AND
ENDOWMENTS		 273,300 26,000 299,300
EXPENDITURE ON:
Charitable activities
Build and site costs - 14,397 14,397
Salaries 273,300 - 273,300
TOTAL EXPENDITURE 273,300 14,397 287,697
NET INCOME
/(EXPENDITURE) FOR - 11,603 11,603
THE PERIOD
TAXATION - - -
TRANSFERS BETWEEN
FUNDS - - -
NET MOVEMENT IN
FUNDS		 - 11,603 11,603
TOTAL FUNDS BROUGHT
FORWARD - - -
TOTAL FUNDS CARRIED
FORWARD		 - 11,603 11,603

All income and expenditure derives from continuing activities. The notes on pages 13 to 16 form part of these financial statements.

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Charleston Lewes Limited

Balance sheet

As at 31 December 2023

Notes
Fixed assets
Tangible assets
Current assets
Cash at bank and in hand
Creditors: amounts falling due within one
year
5
Net current assets
Net assets
Funds of the charity
Restricted Funds
Total charity funds		 2023
£
£
-
35,850
35,850
(24,247)
11,603
11,603
11,603
11,603		 2023
£
£
-
35,850
35,850
(24,247)
11,603
11,603
11,603
11,603
35,850
(24,247)
11,603
11,603
11,603

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of trustees and authorised for issue on 30th September 2024 and are signed on its behalf by:

Jolyon Brewis Chair

Company registration number 14453457

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Charleston Lewes Limited

Notes to the financial statements

For the year ended 31 December 2023

The financial statements are prepared under the historical cost convention. The charity constitutes a public benefit entity as defined by FRS 102. The financial statements are prepared in accordance with the Statement of Recommended Practice: Accounting and Reporting by Charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102), the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS102), the Companies Act 2006 and UK Generally Accepted Practice. The charity constitutes a public benefit entity as defined by FRS 102.

1.2 Going concern

The trustees consider that there are no material uncertainties about the company's ability to continue as a going concern.

1.3 Fund Accounting

Restricted funds are subjected to restrictions on their expenditure imposed by the donor or by the purpose of an appeal.

1.4 Income

All income is included in the SOFA when the Charity obtains the right to consideration and the amount can be quantified with reasonable accuracy. The following policies apply to particular sources of income:

Income is included in the SOFA under the following category:

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Charleston Lewes Limited

1.5 Expenditure

Expenditure is recognised on an accruals basis as a liability is incurred. Expenditure includes any VAT which cannot be fully recovered and is reported as part of the expenditure to which it relates.

1.6 Currency

The financial statements are prepared in sterling, which is the functional currency of the Charity. Monetary amounts in these statements are rounded to the nearest £.

1.7 Guarantee

The Charity is a company limited by guarantee and has no share capital. In the event of the Charity being wound up, the liability in respect of the guarantee is £10 per member of the Charity. At 31 December 2023 the total of such guarantees was £50.

1.8 Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9 Financial instruments

The Charity 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 would be subsequently measured at the carrying value plus accrued interest less repayments.

1.10 Key Estimates and Judgements

In the application of the charity’s accounting policies, the trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period to which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

2. Employees

Management staff are employed by this company's parent, The Charleston Trust (Bloomsbury in Sussex). The costs of these operational staff have been estimated at £273,300 and were a gift in kind and are included in these financial statements.

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Charleston Lewes Limited

3. Donations and Legacies

Included in the SOFA under Donations and Legacies are the following:

Donations and grants from individuals
and Trusts
Gift in Kind		 Unrestricted
Restricted
Total Funds
2023
2023
2023
£
£
£
-
26,000
26,000
-
273,300
273,300
-
299,300
299,300

4. Total Expenditure

. Total Expenditure
Charitable activities
Build and Site costs
Salaries (Gift in Kind)
Total expenditure		 Direct
staff
costs
Direct
costs
Support
costs
Total
2023
2023
2023
2023
£
£
£
£
-
14,247
150
14,397
-
-
273,300
273,300
-
14,247
273,450
287,697
  1. Creditors: amounts falling due within one year

Amounts owed to group undertakings

2023 £ 24,247 24,247

6. Trustees

None of the Trustees received any remuneration during the year for their services. Trustee expenses totalling £0 were reimbursed during the year. During the year no trustees made donations to the charity.

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Charleston Lewes Limited

  1. Related party transactions

  2. At the year end £24,247 was due to The Charleston Trust (Bloomsbury in Sussex) for costs paid on behalf of Charleston Lewes Limited. Charleston Lewes Limited has three trustees in common with Charleston Trust (Bloomsbury in Sussex).

8. Funds

Funds
Unrestricted Funds
General
Restricted Funds
Build Costs
Site Costs
Total Funds		 1 January
2023
Income
Expenditure
Transfers
31 December
2023
£
£
£
£
£
-
273,300
(273,300)
-
-
-
10,000
(10,000)
-
-
-
16,000
(4,397)
-
11,603
-
299,300
(287,697)
-
11,603

Restricted Funds represents grants and donations for the Build and Site costs for ‘Charleston in Lewes’, Southover Road, Lewes, East Sussex BN7 1FB.

9. Analysis of net assets between funds

. Analysis of net assets between funds
Restricted Funds
Total Funds		 Tangible Fixed
Assets
Net Current
Assets
Liabilities falling
due in more than
one year
Total
2023
2023
2023
2023
£
£
£
£
-
35,850
(24,247)
11,603
-
35,850
(24,247)
11,603

10. Controlling Party

The immediate and ultimate parent company of this charity is The Charleston Trust (Bloomsbury in Sussex), a charitable company registered in England and Wales (company registration number 05212725). Copies of consolidated financial statements for the group can be obtained by writing to Charleston, Firle, Lewes, East Sussex, BN8 6LL.

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