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2025-07-31-accounts

Charity registration number 1206129 (England and Wales)

Company registration number 11451171

COVENTRY BIENNIAL LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

COVENTRY BIENNIAL LIMITED

LEGAL AND ADMINISTRATIVE INFORMATION

Trustees Ms P Orrell Professor H M Wheatley Mr A Surey Mr S Patel Ms C Pickering (Appointed 5 December 2024) Mr K D S Hawker (Appointed 22 April 2025) Mr D J Whitley (Appointed 23 April 2025) Mr M Seehra (Appointed 2 September 2025) Ms B Hughes (Appointed 5 February 2026) Charity number 1206129 Company number 11451171 Registered office Eaton House Floor 4 Eaton Road Coventry West Midlands CV1 2FJ Independent examiner Azets Audit Services 3Mc Middlemarch Business Park Siskin Drive Coventry West Midlands CV3 4FJ

COVENTRY BIENNIAL LIMITED

TRUSTEES REPORT (INCLUDING DIRECTORS' REPORT) FOR THE YEAR ENDED 31 JULY 2025

The trustees present their annual report and financial statements for the year ended 31 July 2025.

The financial statements have been prepared in accordance with the accounting policies set out in note 1 to the financial statements and comply with the charity's governing document, the Companies Act 2006, FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Charities SORP "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)".

Objectives and activities

To promote, maintain, improve, and advance the education of the public in the visual arts, particularly through a biennial programme of exhibitions and events in Coventry and Warwickshire.

Public benefit

The trustees have had due regard to the Charity Commission’s guidance on public benefit. The charity delivers benefit by commissioning contemporary visual art, supporting artist development, and enabling public engagement through accessible exhibitions and participatory activity.

Achievements and performance

Significant activities and achievements against objectives

Overview (Programme Development Period)

During the year ended 31 July 2025, the charity focused on the development and operational mobilisation for the 5th Coventry Biennial titled Obsessions, Possessions.

Activity focused on collections-based commissions, artist support, and partnership-building to ensure delivery readiness for the October 2025 festival opening.

Programme Development and Artistic Activity

The charity progressed a significant suite of commissions and exhibitions with local, national, and international partners. Key achievements included:

● Major Funding Secured: Successful application to Arts Council England for £98,000 to support the delivery of the 2025 festival and engagement work.

● Artist Support: Providing regular professional development for the 68 artists and collaborators featured in the forthcoming programme.

● Strategic Residencies: The Operations Director conducted a month secondment in Italy, a two-month secondment in Cyprus and the Artistic Director and CEO conducted a one-month secondment in Finland. All secondments took place via the SPACEX project, establishing international MOUs, securing new international investment into our programmes, consulting on and researching festival models, all of which strengthened the charity’s global networks.

COVENTRY BIENNIAL LIMITED

TRUSTEES REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

Multi-Site Venue Planning

The charity finalised a multi-venue model for the Biennial to ensure broad geographic reach across the city. Core venues secured and developed during this period included:

Public Engagement and Events

To build momentum during the development phase, the charity delivered a structured programme of workshops and open days including:

● The Recyclopaedia workshop series and Reconstructing the Cathedral (Caitlin Kiely).

● Open Studios and Open Days at Smallpeice House and The Coach House to facilitate local artist community networking.

Based on internal monitoring of development events and sessions, the charity logged 474 direct engagements (74 participants and 400 audience members) during these early, developmental activities.

Business Development and Organisational Strengthening

Outside of programme delivery, the charity recruited a business consultant to consult on a new business plan. This strategic work focused on income diversification, staffing models, and formalising partnership relationships through MOUs with major city institutions to ensure long-term sustainability.

Financial Management and Income Generation

The charity transitioned from a "reserves mode" to a standard operating model following the confirmation of core project funding. Earned income was generated through a pilot studio provision model at Smallpeice House in Leamington Spa offering studio memberships, which provided vital unrestricted funds. The charity also successfully secured a Jonathan Ruffer Curatorial Grant as well as a number of other small grants from national and international trusts, foundations and organisations.

Financial review

At the balance sheet date the charity had reserves of £129,013 (2024 - £18,285) which includes restricted fund balances of £118,500 (2024 - £2,877). The restricted fund balances mainly relate to the Coventry Biennial 2025 which occurred after the year end but where funding had been committed and received in advance.

Reserves policy

It is the policy of the charity that unrestricted funds which have not been designated for a specific use should be maintained at a level equivalent to between three and six month’s expenditure. The trustees consider that reserves at this level will ensure that, in the event of a significant drop in funding, they will be able to continue the charity’s current activities while consideration is given to ways in which additional funds may be raised. This level of reserves has been maintained throughout the year.

Plans for future periods

The immediate priority following year-end was the public launch of Obsessions, Possessions in October 2025. Future plans include:

COVENTRY BIENNIAL LIMITED

TRUSTEES REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

Structure, governance and management

The charity is controlled by its governing document and constitutes a limited company, limited by guarantee, as defined by the Companies Act 2006.

Coventry Biennial Ltd is a charitable company limited by guarantee, incorporated on the 5th July 2018. The company is governed by a Memorandum and Articles of Association. It registered as a charity with the Charity Commission on the 8th December 2023 and on this date the charity took over the assets and liabilities of the limited company called Coventry Biennial Ltd at this date. In the event of the company being wound up, all members present and 12 months past are required to contribute an amount not exceeding £10.

The trustees, who are also the directors for the purpose of company law, and who served during the year and up to the date of signature of the financial statements were:

Ms P Orrell

Professor H M Wheatley Mr A Surey Ms M Jordan (Resigned 27 May 2026) Mr S Patel Ms K G Stoddart (Resigned 27 May 2026) Ms L A Ratnaraja (Resigned 16 October 2024) Ms C Pickering (Appointed 5 December 2024) Mr K D S Hawker (Appointed 22 April 2025) Mr D J Whitley (Appointed 23 April 2025) Mr M Seehra (Appointed 2 September 2025) Ms B Hughes (Appointed 5 February 2026)

Recruitment and appointment of trustees

The directors of the company are also charity trustees for the purposes of charity law and under the company's Articles are known as members. Under the requirements of the Memorandum and Articles of Association members are appointed by applying for admission in writing to the Board of Directors who will decide whether to admit or reject the applicant. The number of directors shall not be less than three. At every subsequent AGM, one third of the directors must retire. The directors to retire by rotation are those who have been longest in office since their last appointment or re-appointment.

Other matters

During this time period we delivered EDI training to our full board and team with the aim of building racial literacy to provide a better service and engagement with ethnic minorities.

The trustees report was approved by the Board of Trustees.

.............................. Ms P Orrell Trustee

Date: .............................................

COVENTRY BIENNIAL LIMITED

INDEPENDENT EXAMINER'S REPORT

TO THE TRUSTEES OF COVENTRY BIENNIAL LIMITED

I report to the trustees on my examination of the financial statements of Coventry Biennial Limited (the charity) for the year ended 31 July 2025.

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.

Having satisfied myself that the financial statements of the charity are not required to be audited under Part 16 of the Companies Act 2006 and are eligible for independent examination, I report in respect of my examination of the charity’s financial statements carried out under section 145 of the Charities Act 2011. In carrying out my examination I have followed the Directions given by the Charity Commission under section 145(5)(b) of the Charities Act 2011.

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 that in any material respect:

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.

Robert Anderson FCA Azets Audit Services

3Mc Middlemarch Business Park Siskin Drive Coventry West Midlands CV3 4FJ United Kingdom

Dated: .........................

COVENTRY BIENNIAL LIMITED

STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED 31 JULY 2025

Unrestricted
Restricted
funds
funds
2025
2025
Notes
£
£
Income from:
Donations and legacies
3
16,448
156,500
Charitable activities
4
24,294
-
Investments
5
-
-
Total income
40,742
156,500
Expenditure on:
Charitable activities
6
45,637
40,877
Total expenditure
45,637
40,877
Net income/(expenditure)
(4,895)
115,623
Transfers between
funds
-
-
Net movement in
funds
8
(4,895)
115,623
Reconciliation of funds:
Fund balances at 1 August
2024
15,408
2,877
Fund balances at 31 July
2025
10,513
118,500
Total
Unrestricted
Restricted
funds
funds
2025
2024
2024
£
£
£
172,948
79,770
235,123
24,294
-
4,600
-
193
-
197,242
79,963
239,723
86,514
79,770
257,647
86,514
79,770
257,647
110,728
193
(17,924)
-
(4,598)
4,598
110,728
(4,405)
(13,326)
18,285
19,813
16,203
129,013
15,408
2,877
Total
2024
£
314,893
4,600
193
319,686
337,417
337,417
(17,731)
-
(17,731)
36,016
18,285

The statement of financial activities includes all gains and losses recognised in the year. All income and expenditure derive from continuing activities.

COVENTRY BIENNIAL LIMITED

BALANCE SHEET

AS AT 31 JULY 2025

Notes
Current assets
Debtors
12
Cash at bank and in hand
Creditors: amounts falling due within
one year
13
Net current assets
The funds of the charity
Restricted income funds
14
Unrestricted funds
15
2025
£
49,000
85,413
134,413
(5,400)
£
129,013
118,500
10,513
129,013
2024
£
9,800
14,165
23,965
(5,680)
£
18,285
2,877
15,408
18,285

The company is entitled to the exemption from the audit requirement contained in section 477 of the Companies Act 2006, for the year ended 31 July 2025.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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 trustees on .........................

.............................. Ms P Orrell Trustee

Company registration number 11451171 (England and Wales)

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

1 Accounting policies

Charity information

Coventry Biennial Limited is a private company limited by guarantee incorporated in England and Wales. The registered office is Eaton House, Floor 4 C/o Coventry Artspace, Eaton Road, Coventry, CV1 2FJ.

1.1 Accounting convention

The financial statements have been prepared in accordance with the charity's governing document, the Companies Act 2006, FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Charities SORP "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)". The charity is a Public Benefit Entity as defined by FRS 102.

The charity has taken advantage of the provisions in the SORP for charities not to prepare a statement of cash flows.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2 Going concern

At the time of approving the financial statements, the trustees have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. Thus the trustees continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3 Charitable funds

Unrestricted funds are available for use at the discretion of the trustees in furtherance of their charitable objectives.

Restricted funds are subject to specific conditions by donors or grantors as to how they may be used. The purposes and uses of the restricted funds are set out in the notes to the financial statements.

Endowment funds are subject to specific conditions by donors that the capital must be maintained by the charity.

1.4 Income

Income is recognised when the charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received.

Cash donations are recognised on receipt. Other donations are recognised once the charity has been notified of the donation, unless performance conditions require deferral of the amount. Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.

Legacies are recognised on receipt or otherwise if the charity has been notified of an impending distribution, the amount is known, and receipt is expected. If the amount is not known, the legacy is treated as a contingent asset.

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

1 Accounting policies

(Continued)

1.5 Expenditure

Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement, and the amount of the obligation can be measured reliably.

Expenditure is classified by activity. The costs of each activity are made up of the total of direct costs and shared costs, including support costs involved in undertaking each activity. Direct costs attributable to a single activity are allocated directly to that activity. Shared costs which contribute to more than one activity and support costs which are not attributable to a single activity are apportioned between those activities on a basis consistent with the use of resources. Central staff costs are allocated on the basis of time spent, and depreciation charges are allocated on the portion of the asset’s use.

1.6 Cash and cash equivalents

Cash and cash equivalents 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.

1.7 Financial instruments

The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the charity's balance sheet when the charity becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the charity’s contractual obligations expire or are discharged or cancelled.

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

1 Accounting policies

(Continued)

1.8 Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the charity is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2 Critical accounting 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 in 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.

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

3 Donations and legacies

Unrestricted
Restricted
funds
funds
general
2025
2025
£
£
Donations and gifts
110
-
Grant income
16,338
156,500
Donated goods and services
-
-
16,448
156,500
Total
Unrestricted
Restricted
funds
funds
general
2025
2024
2024
£
£
£
110
-
770
172,838
-
234,353
-
79,770
-
172,948
79,770
235,123
Total
2024
£
770
234,353
79,770
314,893

During the period the charity received grant totalling £126,500 from Arts Council England. £28,500 related to the organisational development of the charity and £98,000 for the Coventry Biennial 2025 festival.

The British Council awarded grants totalling £30,000 for two different projects: £20,000 for working in partnership with the British Council and African artists and curators; and £10,000 for a Biennials Connect grant for work with artists and curators in India. £5,188 was received in connection with the European Commission Horizon project (Space X). £11,500 was received from the University of Warwick.

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

4 Income from charitable activities

Unrestricted
Restricted
funds
funds
2025
2025
£
£
Other income
24,294
-
24,294
-
Total
Unrestricted
Restricted
funds
funds
2025
2024
2024
£
£
£
24,294
-
4,600
24,294
-
4,600
Total
2024
£
4,600
4,600

5 Income from investments

Unrestricted Unrestricted
funds funds
2025 2024
£ £
Interest receivable - 193
Expenditure on charitable activities
2025 2024
£ £
Direct costs
Artists fees and expenses 78,446 255,248
Venue hire 1,773 58,171
Marketing - 13,434
Travel 2,043 1,200
82,262 328,053
Share of support and governance costs (see note 7)
Support 1,695 4,315
Governance 2,557 5,049
86,514 337,417
Analysis by fund
Unrestricted funds 45,637 79,770
Restricted funds 40,877 257,647
86,514 337,417

6 Expenditure on charitable activities

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

7 Support costs allocated to activities

Bank charges
Office costs
Computer expenses
Insurance
Governance costs
8
Net movement in funds
The net movement in funds is stated after charging/(crediting):
Fees payable for the independent examination of the charity's financial
statements
2025
£
64
718
447
466
2,557
4,252
2025
£
1,200
2024
£
137
1,245
1,620
1,313
5,049
9,364
2024
£
1,200

9 Trustees

None of the trustees (or any persons connected with them) received any remuneration or benefits from the charity during the year.

10 Employees

The average monthly number of employees during the year was:

2025 2024
Number Number
Total - -

There were no employees whose annual remuneration was more than £60,000.

11 Taxation

The charity is exempt from tax on income and gains falling within section 505 of the Taxes Act 1988 or section 252 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects.

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

12 Debtors

12
Debtors
Amounts falling due within one year:
Trade debtors
13
Creditors: amounts falling due within one year
Trade creditors
Accruals and deferred income
2025
£
49,000
2025
£
3,000
2,400
5,400
2024
£
9,800
2024
£
2,200
3,480
5,680

14 Restricted funds

The restricted funds of the charity comprise the unexpended balances of donations and grants held on trust subject to specific conditions by donors as to how they may be used.

At 1 August Incoming Resources Transfers At 31 July At 31 July
2024 resources expended 2025
£ £ £ £ £
Arts Council England -
Organisational development - 28,500 (28,500) - -
Arts Council England -
Coventry Biennial 2025 - 98,000 (2,500) - 95,500
Space X 2,877 - (2,877) - -
The British Council - 20,000 (3,000) - 17,000
The British Council - Biennials
Connect - 10,000 (4,000) - 6,000
2,877 156,500 (40,877) - 118,500
Previous year: At 1 August Incoming Resources Transfers At 31 July
2023 resources expended 2024
£ £ £ £ £
Space X 5,146 - (2,269) - 2,877
Coventry Biennial 2023 11,057 239,723 (255,378) 4,598 -
16,203 239,723 (257,647) 4,598 2,877

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

14 Restricted funds

(Continued)

Arts Council Organisational Development- to assist in the development of the charity's organisation, structure and processes

Arts Council Coventry Biennial 2025 - to assist with the development and delivery of the Coventry Biennial 2025

British Council Biennials Connect - to support the development of new relationships with artists based in India.

British Council - to support the development of new relationships with artists based in sub Saharan Africa

15 Unrestricted funds

The unrestricted funds of the charity comprise the unexpended balances of donations and grants which are not subject to specific conditions by donors and grantors as to how they may be used. These include designated funds which have been set aside out of unrestricted funds by the trustees for specific purposes.

At 1 August At 1 August Incoming Resources Transfers At 31 July
2024 resources expended 2025
£ £ £ £ £
General funds 15,408 40,742 (45,637) - 10,513
Previous year: At 1 August Incoming Resources Transfers At 31 July
2023 resources expended 2024
£ £ £ £ £
General funds 19,813 79,963 (79,770) (4,598) 15,408
Analysis of net assets between funds
Unrestricted Restricted Total
funds funds
2025 2025 2025
£ £ £
At 31 July 2025:
Current assets/(liabilities) 10,513 118,500 129,013
10,513 118,500 129,013
Unrestricted Restricted Total
funds funds
2024 2024 2024
£ £ £
At 31 July 2024:
Current assets/(liabilities) 15,408 2,877 18,285
15,408 2,877 18,285

16 Analysis of net assets between funds

COVENTRY BIENNIAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

17 Related party transactions

There were no disclosable related party transactions during the year (2024 - none).