2021-02-28-accounts

Charity registration number: 219207

The Enrolled Freemen of the Borough of Great Grimsby

Annual Report and Financial Statements for the Year Ended 28 February 2021

The Enrolled Freemen of the Borough of Great Grimsby

Contents

Reference and Administrative Details	1
Chairman's report	2 to 5
Trustees' Report	6 to 10
Statement of Trustees' Responsibilities	11
Independent Auditors' Report	12 to 15
Statement of Financial Activities	16 to 17
Balance Sheet	18
Cash Flow Statement	19
Notes to the Financial Statements	20 to 38

The Enrolled Freemen of the Borough of Great Grimsby

Reference and Administrative Details

Trustees	Stephen P White, Chairman
	Richard A Bellamy
	Robert E Cullum
	Rosemary Laver
	Sara J Meller
	Holly A North
	Tony M North
	David Pearce
	Edward Sherriff
	James R Steer
	Stephen T Wakefield
Clerk (Solicitor)	Wilkin Chapman LLP
	Cartergate House
	26 Chantry Lane
	Grimsby
	DN31 2LJ
Treasurer (Chartered	Forrester Boyd
Accountant) and	26 South St Mary's Gate
Principal Office	Grimsby
	DN31 1LW
Property Surveyor and Valuer	Jackson Green & Preston
(Chartered Surveyor)	19 West St Mary's Gate
	Grimsby
	DN31 1LE
Investment Advisers	Brewin Dolphin1st Floor
	Olympic House
	995 Doddington Road
	Lincoln
	LN6 3SE
Auditors	Weaver Wroot
	Burlington House
	28 Dudley Street
	Grimsby
	DN31 2AB
Charity Registration Number	219207

Page 1

The Enrolled Freemen of the Borough of Great Grimsby

Chairman's report

When I wrote my report last year we were just 6-7 weeks into the Government-imposed lockdown owing to the COVID-19 Pandemic. Who could have imagined that a year later and we are only just looking forward to an end to this nightmare – so long as vaccination rates are maintained, infection rates continue to fall and the Government’s “roadmap” suffers no significant diversions.

I did write to you all again in January since we found that we were unable to set a Dividend for 2020/21 since our cash accounts produced in November revealed that we had made a small loss.

All of our activities have experienced downturns, no doubt exacerbated by the effects of the virus whether it has been our market business or investment portfolio which suffered as part of a global stock market crash (although this has now bounced back). A number of our market traders have been forced to close from time to time – if they have been classed as non-essential – cafes have not been allowed to open if it would lead to people congregating; food stalls, generally, have been allowed to continue to trade unhindered. We have lost businesses from The Hub, the gymnasium/fitness centre - because they were forced to close under the lockdown, whilst Flourish have had to move out, (hopefully only temporarily), into larger premises in order that their clients can maintain the appropriate “Social Distancing”.

We have, whenever possible, successfully claimed for any Government-funded Covid Relief Grants which has helped to make up some of our shortfalls but we have, overall, made a trading loss for the year.

There has to be some good news and the most significant change to the Freeman Street landscape has to be the new £8m YMCA building which is heading for completion in August with an official opening date in September. The Directors of the PDC, along with the Clerk, recently were given a guided tour and I have to say it looks very impressive and will be an asset to the area.

The other “big fish” that we had hoped to had landed by now was the new Community Stadium being built for Grimsby Town on the former high-rise flats site. The on/off take-over, and the twelfth-hour withdrawal by Tom Shutes from the Group hoping to buy the club have been disappointing. And, of course, the news that Town are facing non-league football next season does make you wonder what will happen next.

But, we do have a plan and are in discussions with North East Lincolnshire Council who are keen to regenerate the area.

The Business and Digital Hub, officially opened in January 2014, is now home to a number of varied tenants despite the losses suffered during last year and as at the end of February all units were let. We are hopeful that other rooms, such as the large seminar room on the ground floor which opens out onto the market, which were being used regularly for training purposes, video-conferencing, general meetings, our Saturday Kid’s Club and the GAP Theatre activities and special events such as art exhibitions and others during the Christmas period, will now come back into frequent use once again.

The Pastures Development Company Ltd. (PDC), a wholly-owned subsidiary, continues its’ role of the management and promotion of The Hub and any other initiative which otherwise might fall outside of the purely charitable objectives of the Enrolled Freemen. The PDC comprises four Directors drawn from the Pastures Committee, Sara Meller, Richard Bellamy, Stephen Wakefield and myself, and we meet regularly as a group and with our Clerk and Treasurer on a monthly basis. There is a Facebook Page at https://www.facebook.com/The-Pastures-Development-Company-of-the-Enrolled-Freemen-of-Grimsby-170951346435206 or just search for The Pastures Development Company.

Renovation and improvements to the market have been generally on-going; the latest area receiving a makeover being the Food Court. These improvements are almost complete and have been greatly appreciated by traders and shoppers alike but we have struggled to let all of the stalls as falling footfall has affected a number of businesses; we also see levels rise and fall at various times during the year, and, of course, many stalls including the Food Court have been affected by the Covid measures. All of the Solar PV panels on the roof are now working to their full potential.

During the year admissions to the Freedom were slightly less than those removed with the result that the number of Freemen on the Roll now stands at 912, (was 924 last year). I, along with Stephen Wakefield, (Vice-Chairman), and Jonathan Goolden, (Clerk), attended the Virtual Admission Court last year, presided over by the Deputy Mayor, Cllr David Hasthorpe, and will continue to do so in order to add to the sense of ceremony of the occasion.

Page 2

The Enrolled Freemen of the Borough of Great Grimsby

Chairman's report

I would remind you of The result of the Ballot, held in 2017, under the provisions of the “Local Democracy, Economic Development and Construction Act” was in favour of admitting women who marry sons of Freemen to the Roll in the same way that men who marry daughters of Freemen are admitted.

Please encourage all members of your family to apply for Admission if you think that they may be eligible. It is not the case that only the first-born can apply, admission is open to all children, including legally adopted children, of Freemen parents – father or mother and previously admitted widows of Freemen can now apply in their own right.

I would like to thank all members of the Pastures Committee and The Pastures Development Company Ltd for their diligence and hard work over the last year. We do have several vacancies though that we urgently need to fill on the Committee, to be elected at the AGM, and it will be up to you, the Freemen of Grimsby, to decide who the fourteen will be since the entire Committee has to be elected annually.

There is a list of current Committee Members in the Trustees’ Report together with the number of meetings each has attended during the year; this is something that we have always done, without comment. All I would say is, is that a number of our members have to try to fit in around their working arrangements and others around family commitments. Each one makes a valuable contribution to the work of the Committee. Our meetings over the last year have been conducted both in-person, virtually, or a mixture of both, depending at what point of the lockdown we were. We will do our best to ensure that all committee members have the means to take part in such meetings.

Our Committee is under strength so it is very important that at least three Freeman (male or female ) offer themselves for election this year; we would particularly like to see more younger people put themselves forward. Any person whose name is on the Pastures Roll, with the exception of Widows of Freemen, may propose themselves for inclusion on the Committee. If you wish to be considered please apply, in writing, to The Clerk’s Office no later than Wednesday, 2nd June . Please include your full name and brief details of your education and employment history outlining what relevant skills and knowledge you could offer. In the event that we have more than fourteen candidates then a vote will be taken at the AGM, if we have the exact number required then they will be automatically appointed. Nominations from the floor cannot be accepted on the day, nor can we co-opt afterwards.

This is a very exciting time to be a part of the committee as we are very involved in the future development of Freeman Street.

It is now thirteen years since I first wrote about the plans for the regeneration of Freeman Street. The report of EC Harris, which was commissioned by North East Lincolnshire Council, is a public document and the NELC Cabinet have adopted the Report and Plan as one of their Primary Regeneration Projects. Most of you will be aware that Shoreline Housing Partnership merged with Boston Mayflower producing Lincolnshire Housing Partnership and following the demolition of the high-rise flats and Comber Place. The Chief Executive of LHP has indicated that the former high-rise flats site may be looked at in conjunction with our site in any redevelopment plans and no doubt you will have seen the various reports in the Grimsby Telegraph as to what “might” be built there. There is a long way to go though but we continue to enjoy a very positive relationship with the Council and we are delighted to have been offered this opportunity to work alongside them and their investors in what may be viewed as a spin-off to the Town Deal arrangements. This has meant that those of us from the Committee, as Trustees, have had to put additional time in to attend the various meetings, and to carry out research etc., along with our Clerk, Treasurer and Surveyor. We would not have achieved a fraction of what we have without their willingness and, again, I would like to express my gratitude to them on your behalf.

Much has happened since we held the workshop in April 2018 to discuss the future of The Freeman Centre. We thought that we had a possible client and then the interest waned but we subsequently attracted the interest of the YMCA as mentioned earlier. If you wish to keep up to date with what is happening see our dedicated Facebook page https://www.facebook.com/FreemanStRegen/. The Freeman Street Regeneration Company which we had registered has been wound up with the duties transferred to the PDC.

Our general news items may be seen on our Facebook Page, https://www.facebook.com/EnrolledFreemenofGrimsby/.

We are members of the Grimsby Renewables Partnership and have also been supportive of the Ice Factory/Prince’s Regeneration Trust collaboration for the possible positive effects that these could have on the Freeman Street/East Marsh Regeneration.

Page 3

The Enrolled Freemen of the Borough of Great Grimsby

Chairman's report

Turning now to the Financial Activities and, in particular, the Market. Trading conditions continue to be very difficult which hasn’t been helped by the loss of the local residents, reduced footfall and the effects of the COVID 19 Virus. It is difficult to compare exactly like for like in each year for a variety of reasons. For example, income from stall rents, The Skills Centre and the Solar PV FIT show some ups-and-downs whilst costs have increased, (a large amount of which is depreciation), so that the loss has been made, although less than the previous year. We have also had to include some of the costs, and income, associated with The Freeman Centre. The Council’s 1/20 share has reduced to zero since it is related to specific elements of income. However, the losses incurred on all trading activities are more than offset by income generated from the sale of ground leases and the increased value of investments which produces a net increase in the Freemen’s Funds of just over £177,000. If you have any specific questions regarding the accounts the Treasurer will be attending the Annual General Meeting to answer them.

The Solar Panels, mentioned earlier, yielded a Feed in Tariff of £35,320 over the year, (£33,820 previously), and also helped to keep our electricity bills down. We did add a further 96kWp of solar panels in the year, (taking our generating capacity up to almost 300kWp), aided by a 38% Smart Energy Grant through the Local Authority. These don’t generate a FIT but do reduce the amount of electricity that we have to draw from the national grid.

The Skills & Craft Centre, also known as “The Courtyard”, took a long time to recover from the loss of Minimatt from the recording studio and others. We have gradually let out most of the vacant units again but the recording studio was difficult to let and the new tenants are not using it as a studio but simply as an office suite; the work on converting what was the remainder of the woodworking shop has now been completed to allow GAP Theatre to move in having relocated from The Hub. Custom-Funky, an outlet for printed mugs, tee-shirts and workwear continue to do well and have been joined by The Uniform Hut, a new business dealing in school uniforms. The whole of the market has Wi-Fi and The Courtyard Bistro, which is under new ownership, have extended their opening hours to non-market days and is very popular with shoppers who like the atmosphere that we have created. We are always open to ideas and suggestions for other possible uses within the Courtyard area. The occupancy was 78% at the end of February. (All activities subject to Covid and distancing)

As with last year, we held stall rents in an effort to retain our traders until the economy picks up but there is due to be an increase this year. The stall occupancy rate stood at over 90% at the end of February.

The AGM of the Freemen of England & Wales which we were due to host in September had to be cancelled. We were unable to hold our usual Act of Remembrance for Poppy Day but the Freemen did lay wreaths at both Grimsby Cenotaph and Cleethorpes on Remembrance Sunday. Many other events which are usually held within the market, and particularly in the run-up to Christmas, also had to be cancelled.

I would repeat my appeal for names that we can include on a permanent memorial to Freemen who have died in service to their country; so far only three names have been put forward, surely there must be others? This appeal is now extended to include those men who would have become Freemen but lost their lives before the age of twenty-one or before they had a chance to be admitted.

None of this could have been achieved without our dedicated staff and I would like to take this opportunity to thank our General Manager and his team, including our newly qualified ex-apprentice, for their hard work on the Market in helping to transform it and for steadily improving its internal appearance. Those of you with access to the internet may care to visit www.freemomarket.co.uk, or www.enrolledfreemenofgrimsby.org. In addition, both the Market and The Enrolled Freemen now have Facebook pages so do take a look for the latest news. My thanks, on behalf of the Committee, also go to our Clerk and Treasurer and their respective staff who work most diligently to keep our legal and financial affairs in good order. I would also like, again, to thank the Members of the Committee for the time they have given to the affairs of the Freemen on your behalf.

I would urge you all to continue to support the Market, particularly now that restrictions are being lifted. If you have not seen the improvements we have carried out do go and have a look; I think that you will be surprised.

As has been said in previous reports, if you require any assistance please apply to the Benevolent Fund through either the Clerk or the Treasurer. The criteria for applying to the Fund are, in the case of extreme financial hardship, the payment of a household utility bill, (usually gas or electricity), the replacement/repair of cooking facilities, (e.g. a new basic cooker if your existing one is not able to be repaired, to enable one to keep warm, (e.g. a portable heater), and essential repairs to property. Each case will be considered on its own merits. The Fund is not available for general financial assistance. Please do not be afraid to ask, there were no requests last year.

Page 4

The Enrolled Freemen of the Borough of Great Grimsby

Chairman's report

If you move home kindly inform either the Clerk or the Treasurer of your new address.

The Annual General Meeting is due to be held at 12.00 noon on Monday, 7th June 2021, at The Hub, Freeman Street Market. However, this is likely to be affected by the COVID-19 Lockdown Regulations and Social Distancing Measures.

Stephen P White Chairman

Page 5

The Enrolled Freemen of the Borough of Great Grimsby

Trustees' Report

The affairs of the Enrolled Freemen of Grimsby are managed by the Pastures Committee, as Trustees of the Charity, and they present their annual report for the year ended 28 February 2021, together with the audited accounts for the year. The accounts have been prepared in accordance with the Charities Act 2011, the Governing Instruments and 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) issued on 16 July 2014 (as updated through the second edition in October 2019).

Objectives and Activities

The object of the Charity is to distribute the income generated from the assets held for the benefit of the Enrolled Freemen on the annual Roll.

It is the aim of the Pastures Committee with the assistance of its professional advisers to maximise the income available for distribution to the Enrolled Freemen, whilst also being mindful of the maintenance of the assets of the Charity for the future.

The objectives and aims of the Charity have not changed during the year and further detail of the activities carried out can be seen in the Chairman’s Report.

Public Benefit

In planning, setting objectives and determining activities, the Pastures Committee have paid due regard to the Charity Commission’s ‘General Guidance on Public Benefit’.

The objectives and aims of the Charity are set out above and our achievements in the year have focused on continuing to attempt to provide financial benefit in the form of a bi-annual moiety to the Enrolled Freemen of the Borough of Great Grimsby.

The aims and objectives of the Charity are clearly defined within the Governing Instruments, previously referred to and compared to the duties and responsibilities of the freemen prior to the Municipal Act of 1835 are much diminished. Before 1835 the freemen had the total responsibility for providing the local government and voting in elections. We do, however, still hold and manage vast areas of land acquired prior to 1835 and one such area is within the East Marsh where our market is situated. The East Marsh Ward has historically been in the top 5 worst deprived wards in the whole of Europe, Government statistics are damming and the area remains in dire need of urgent regeneration. It would not be in the interests of the Enrolled Freemen to be left managing an area of dereliction. It is for this reason that we initially embarked upon The Freemen’s Community and Craft Project within the market, working with partners to start and tackle the issues of worklessness in the area and, on a much larger scale, why we continue to actively work with various partners on the broader issues of regeneration in order to ensure that we create a thriving and sustainable community for the future. It is also for this reason why a successful application for funding was made to the ERDF in 2011 for the creation of the Business Hub that is now complete and occupies what was a vacant, semi-derelict area of the Market building. It is also the reason why the Trustees applied for and were granted ownership of the block of semi-derelict land on Freeman Street to the north of the Market, now referred to as the Freeman Centre, with a view to this being an important part of the future regeneration of the East Marsh. The first stage of this has commenced with the YMCA build now underway. This takes the Freemen back to the very heart and soul of their original purpose as set out in the town’s first Royal Charter of 1201, to be of public service and benefit.

Achievements and Performance

One of the challenges for this year continued to be the effective letting and management of the Business and Digital Hub within the north east corner of the market. With the majority of the eighteen units having been let during the year, the focus is now on raising the level of rents as reviews and opportunities arise. The pandemic has had an impact on the rents received in the year, but it is expected to recover quickly.

Although the Hub continued to be loss making for the year, the directors remain focussed on the letting and management of the Hub in order that the Pastures Development Company (PDC) be in a position to provide the Freemen with a return on this investment, although this is unlikely for the foreseeable future.

The Hub is included on the Freemen’s balance sheet as Programme Related Investment in subsidiary undertaking.

Page 6

The Enrolled Freemen of the Borough of Great Grimsby

Trustees' Report

Although investments are primarily held to provide an investment return for the Charity, the Trustees would class this particular regeneration project as a Programme related investment. Although it should generate some financial return, the primary motivation, as described in the 2015 accounts, is to further the object of the Charity in the longer term. This is achieved by investing in the East Marsh Ward to encourage and facilitate regeneration on a wider scale, to ensure that the improvement of the community is reflected in maintaining and hopefully raising the future value of the Charity’s freehold land and thereby securing a future income stream appropriate to the value of that asset.

Work has continued on the regeneration of the Freeman Centre site throughout the year. The Freeman Centre site as a whole is running at a deficit of £77k this year. Of this deficit, £51k of the costs relate to professional fees relating wholly to potential further development projects and regeneration of the site. We hope these costs will represent an investment and we will reap the benefits of this going forward.

The principal sources of income of the Charity remain the investment properties, the quoted investments and Freeman Street Market.

The net income receivable from investment properties has decreased by approximately £5,000 during the year, mainly due to an increase in professional fee costs. The management of the ground rents and recovery of any overdue debts has now been passed to our property management adviser in respect of ground rents. At the year end the ground rent debtor have increased to £69,618 (2020: £49,605). The pandemic has contributed to this increase and there are some historic slow payers. Debts are being actively chased for recovery, with some good results since the year end.

The income from quoted investments has reduced in the year by 7% to £37,834. See below for more detail on the quoted investments.

Sundry investment income, which historically has principally been interest received on monies held on deposit, amounted to just £125 reflecting the continued minimal return received on cash balances. Funds held at the year-end have increased from £189,000 to £192,000. Therefore cash has remained consistent, but it should be noted that £150k has been drawn down from the investment portfolio to pay for some large expenses relating to the regeneration projects.

Further detail of the charity’s achievements and performance can be found in the Chairman’s Report.

The balance sheet value of the Charity’s quoted equity investments including cash held by the broker, increased by £110,392 or 7% as at 28th February 2021 compared to the previous year end. It should be noted that £150,000 has been withdrawn from the fund to pay for regeneration costs at the Freeman Centre and to support cash flow. There was a large reduction of 18.9% in the fund in the month to 16th March 2020 due to the impact of the COVID-19 pandemic on the economic markets. It is pleasing to see that the portfolio has recovered, and actually grown, despite this downturn.

In the previous years we reported on funds that we had deposited with Kaupthing Singer and Friedlander Bank (a UK bank that entered Administration as a result of the failure of its Icelandic parent). Although the House of Commons Treasury Committee recommended that “all charities should be compensated for losses incurred as a consequence of the failures of the Icelandic Banks” the Government decided not to follow its Committee’s recommendation. So despite valiant efforts by various charity pressure groups (there are many charities similarly affected) our redress was limited to proving as a creditor in the Bank’s administration. Whilst this is inevitably a time consuming process we have now recovered £348,788 being 88.8% of the original capital including the £9,500 FCA payment described below. It is now unlikely that we will receive any further material sums as the administration comes to a close. An impairment provision of £235,738 being 60% of the balance invested was included in the 2009 accounts which has now been reduced to 11.2%, £44,110 being the amount unrecovered at the year end.

During the 2015 year, the Financial Conduct Authority (FCA) made an offer of payment of compensation in relation to the default of Kaupthing Singer and Friedlander Limited. The offer of a sum equivalent to the compensation that we would have received from the Financial Services Compensation Scheme had our original claim been allowed was accepted by the Trustees and a payment of £9,500 plus £2,152 as compensation for late payment, was received in the 2016 year.

Page 7

The Enrolled Freemen of the Borough of Great Grimsby

Trustees' Report

As in recent years, Markets throughout the UK are continuing to experience tough trading conditions. As seen at notes 4 and 6, Freeman Street Market is no exception. Throughout the pandemic the Trustees have been supportive of stall holders in terms of rent reductions where necessary and unfortunately unrestricted market income has fallen by £11k. Government grants have been received of £28k, and without these the position would be much worse.

We have previously looked to address the historic reduction in stall occupancy and rents by implementing a general improvement programme together with increased marketing of the Market and, following the completion of the final phase of stall renewals in 2015, we saw an improvement in occupancy levels and rent receipts with the Trustees having created a much improved retail environment. Unfortunately the clearance of Cumber Place and the vacating of the tower blocks at the rear of the Market has severely reduced the local population that previously frequented the Market. As a consequence, there has been a reduction in stall rents over the past 3 years. However, due to the introduction of the various food stalls, and excellent marketing around this, we are hoping to see a large boost in footfall once the restrictions are lifted fully.

The investment in renewable energy with four previous installations of solar panels has resulted in the Market benefitting from Solar Feed in Tariff income of £35,320 in the year, and a continuing saving on market electric costs of approximately £16,000 from the use of self-generated power. Further funding has been secured to install more solar panels which should help to increase this saving going forward.

The Skills Centre remains an important element of the redevelopment of the Market, but unfortunately the pandemic has hit this area hard with a reduction in income of £11,403 (44%).

It continues to be our intention to put the Market right in the centre of the community and for the Business Hub, Skills Centre and the original Market to complement and ‘feed’ off each other both economically and socially. We still hope the updated Market Site will encourage our regeneration partners and private developers to further invest in the area for the benefit of our Estate as a whole. Only by having taken such steps do we have any hope of stemming decades of economic decline and ensuring economic and social renewal for the benefit of future generations of Freemen. Gaining YMCA as a tenant on the Freeman Centre land is a huge achievement, and we look forward to continuing to work with them as their build project progresses.

The Pastures Committee would like to express its thanks to the General Manager and Market Superintendent for their endeavours during the year.

Financial Review

Overall, the net income/(expenditure) on unrestricted general funds, before transfers, was £(23,039) (2020: £(50,491)), as set out in the Statement of Financial Activities.

The reduction in net income in recent years, compared to what was achieved historically, has obviously continued to have an effect on the distributions and the Treasurer announced in November 2020 that there would be no moiety distribution this year. The calculation of the amount available for distribution is based on the strict receipts and payments of the Charity in the year ended 31st October. Steps are being taken to try and improve upon this position for the next year, despite the difficult trading conditions. The number of Enrolled Freemen on the Roll for 2020/21 reduced slightly in comparison with the previous year from 924 to 912.

The Charity does though remain in a sound financial position as evidenced by the total funds held as at 28 February 2021 increasing from £7,832,556 to £8,009,848, after accounting for unrealised gains of £206,184 on the quoted investment portfolio. It should be noted that this gain represents the value of the investment portfolio held, but is not an amount held by the charity available for distribution.

Previously, the fixed assets of the Charity have been valued appropriately, as detailed in the Accounting Policies, with the exception of the remainder of the original land acquired in 1849, which has been included at a nominal value of £1,000 with the agreement of the Charity Commission. It was previously felt that the cost of having this land professionally valued on a periodic basis would be worthwhile in the context of the Charity’s Accounts and as such, for the 2020 accounts, the Property Surveyor to the Enrolled Freemen was asked to value this original land, being the Freemen’s commercial and residential freehold estate mainly situated within the East Marsh. The Trustees are satisfied the valuation provided of £3,708,320 is sufficient.

Page 8

The Enrolled Freemen of the Borough of Great Grimsby

Trustees' Report

The Trustees’ investment policy is to take appropriate professional advice before any purchase or sale of assets or other investments are considered. The Property Surveyor advises on all matters in connection with the land and properties owned, and she also advises on the suitability of any prospective land and property purchases. The Discretionary Investment Manager manages the investment portfolio, endeavouring to achieve a balance between capital growth and income producing investments, whilst having regard to the interests of both present and future Enrolled Freemen.

As a consequence of the ongoing volatile market conditions and an increase in investment management charges and as reported in the 2016 year, the Trustees previously handed responsibility for the management of the quoted investment portfolio to their Investment Advisers, Brewin Dolphin who are now engaged on a full discretionary management basis.

Reserves Policy

The Pastures Committee does not have a specific reserves policy because all unrestricted funds other than the specifically designated special repair fund are required to be paid to the Enrolled Freemen on the Roll, by way of the bi-annual moiety. The balance of the special repair fund was fully utilised in the 2010/11 year to assist with the funding of the ongoing market improvement programme. Previously, the Trustees considered that the fund had been utilised for its intended purpose; having assisted with funding the on-going repair programme for the Market. With the previous receipt of the substantial rates refund, the Trustees had considered it appropriate to replenish the special repair fund and agreed to transfer an amount of £144,000 from the General funds as at 29 February 2013, which used the allowances available for 2004/05 to 2012/13.

Following a transfer for the 2013/14 year and the allocation of stall renovation costs in 2013/14, the Trustees considered it necessary to utilise some of this fund for urgent roof repairs, leaving a balance at 29th February 2020 of £49,206. There has been no movement in the current year.

Total reserves, after accounting for funds that can only be realised by disposing of tangible fixed assets or programme related investments, stand at £2,385,004. This includes unrestricted funds of £78,631, with the remaining balance of £2,306,373 being endowment funds.

Risk Management

The Pastures Committee regularly monitors the risks to which the Charity is exposed, with the assistance of its advisers, to ensure that all risks are mitigated as far as possible. The General Manager carries out a regular risk review of all aspects of the operation of Freeman Street Market. The Business Hub is operated through the Pastures Development Company and the General Manager also carries out regular risk reviews of this operation.

No fundraising activities are carried out by the charity.

Plans for Future Periods

The Pastures Committee is committed to maintaining the assets currently held for the benefit of current and future Enrolled Freemen and to increase the annual amount available for distribution.

The current year, 2021/22, will focus on reopening and increasing footfall on the market following Covid-19 restricted being lifted and managing the block of land to the north of the market. YMCA have commenced their build and we will be actively looking at opportunities to further development.

In addition to this, the charity will focus on improving the rent rate of the Business and Digital Hub, whilst reducing associated costs within the Market and Hub.

Structure, Governance and Management

Governing Instruments

The governing instruments of the Charity are the Grimsby Pastures Acts 1849 and 1949 as amended by the Humberside Act 1982. The Enrolled Freemen of Grimsby is registered as a charity with the Charity Commission for England and Wales under its full charitable name of Grimsby Pastures for the Benefit of the Enrolled Freemen of Grimsby.

Page 9

The Enrolled Freemen of the Borough of Great Grimsby

Trustees' Report

Appointment, Induction and Training of the Pastures Committee.

The Pastures Committee is elected annually at the Annual General Meeting, and additional members may be co-opted during the year, if the Pastures Committee deems the appointment to be appropriate.

New Trustees are inducted at their first Pastures Committee meeting when the operation of the Charity is explained to them. They are also given copies of the minutes of previous meetings and relevant Charity Commission publications.

New Trustees are familiar with the annual accounts as they are required to be Enrolled Freemen on the current Roll when they are appointed and whilst they serve on the Pastures Committee.

Organisational Structure

The Pastures Committee meets eleven times during the year on the third Tuesday of each month, except in August, when there is no meeting. The Committee is responsible for the strategy and policies of the Charity. The Clerk and the Treasurer assist with the day to day running of the Charity and also attend and report to the Pastures Committee meetings. It is the view of the Trustees that there are no key management personnel other than the members of the Pastures Committee.

All members of the Pastures Committee give their time freely and no remuneration is paid by the Enrolled Freemen to any trustee. The directors of the Pastures Development Company Limited, who are also members of the Pastures Committee, raise fee invoices in respect of work undertaken as disclosed in note 11 to these accounts.

There are three sub-committees of the Pastures Committee, the Estates Committee and Finance Committee and the Market Committee, which meet on an as required basis during the year. Each sub-committee consists of members of the Pastures Committee and reports to the Pastures Committee meeting immediately following the sub-committee meeting. The Estates Committee monitors the properties owned by the Enrolled Freemen and receives advice from the Property Surveyor, the Clerk and the Treasurer, as appropriate. The Finance Committee oversees the finances, accounts and investments of the Enrolled Freemen and mainly receives advice from the Treasurer and the Investment Advisors. The Market Committee oversees the running of Freeman Street Market, Grimsby and the day to day running thereof is delegated to the General Manager who also attends and provides a report to each Pastures Committee meeting.

The Charity has previously formed a wholly owned subsidiary company named the Pastures Development Company Limited (PDC). As advised in previous reports, this company was required to be formed as part of the application process for the European Regional Development Fund (ERDF) funding. The directors of this company are all members of the Pastures Committee and report directly to the Pastures Committee. With the ERDF funding having been previously approved and work on the construction of the Business Hub having been completed, the continued management and letting of the Hub has required that the directors have and continue to meet on a regular basis together with their fixed monthly meetings on the first Tuesday of each month.

Approved by the Pastures Committee on 18 May 2021 and signed on its behalf by:

Stephen P White

Chairman

Page 10

The Enrolled Freemen of the Borough of Great Grimsby

Statement of Trustees' Responsibilities

The trustees are responsible for preparing the trustees' report and the financial statements in accordance with the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and applicable law and regulations.

The law applicable to charities requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources of the charity for that period. In preparing these financial statements, the trustees are required to:

• select suitable accounting policies and then apply them consistently;

• observe the methods and principles in the Charities SORP;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business.

The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities Act 2011, the applicable Charities (Accounts and Reports) Regulations, and the provisions of the constitution. The trustees are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Approved by the trustees of the charity on 18 May 2021 and signed on its behalf by:

......................................... Stephen P White Chairman

Page 11

The Enrolled Freemen of the Borough of Great Grimsby

Independent Auditor's Report to the Members of The Enrolled Freemen of the Borough of Great Grimsby

Opinion

We have audited the financial statements of The Enrolled Freemen of the Borough of Great Grimsby (the 'charity') for the year ended 28 February 2021, which comprise the Statement of Financial Activities, Balance Sheet, Cash Flow Statement, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is United Kingdom Accounting Standards, comprising Charities SORP - FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and applicable law (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the charity's affairs as at 28 February 2021 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Charities Act 2011.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (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 charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial 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 charity's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 trustees are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Page 12

The Enrolled Freemen of the Borough of Great Grimsby

Independent Auditor's Report to the Members of The Enrolled Freemen of the Borough of Great Grimsby

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where theCharities (Accounts and Reports) Regulations requires us to report to you if, in our opinion:

• the information given in the Report of the Trustees is inconsistent in any material respect with the financial statements; or

• sufficient accounting records have not been kept; or

• the financial statements are not in agreement with the accounting records and returns; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of trustees

As explained more fully in the Statement of Trustees' Responsibilities (set out on page 11), the trustees 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 charity'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 charity or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

We have been appointed as auditors under Section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder.

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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We identified the laws and regulations applicable to the charity through discussions with management and from our knowledge and experience of the charitable sector;

• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the charity, including relevant legislation such as the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (issued on 16 July 2014 and updated with the second edition in October 2019) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Charities Act 2011.

Page 13

The Enrolled Freemen of the Borough of Great Grimsby

Independent Auditor's Report to the Members of The Enrolled Freemen of the Borough of Great Grimsby

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships;

• Tested journal entries to identify unusual transactions;

• Assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 16 were indicative of potential bias;

• Investigated the rationale behind significant or unusual transactions

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• Agreeing financial statement disclosures to underlying supporting documentation;

• Reading the minutes of meetings of those charged with governance;

• Enquiring of management as to actual and potential litigation and claims;

• Reviewing any correspondence with HMRC, regulators and the charity's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Page 14

The Enrolled Freemen of the Borough of Great Grimsby

Independent Auditor's Report to the Members of The Enrolled Freemen of the Borough of Great Grimsby

Use of our report

This report is made solely to the charity's trustees, as a body, in accordance with Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity's trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Weaver Wroot is eligible for appointment as auditor of the charity by virtue of its eligibility for appointment as auditor of a company under section 1212 of the Companies Act 2006.

......................................

Weaver Wroot, Statutory Auditor

Burlington House 28 Dudley Street Grimsby DN31 2AB

18 May 2021

Page 15

The Enrolled Freemen of the Borough of Great Grimsby

Statement of Financial Activities for the Year Ended 28 February 2021

Unrestricted Note Designated £ General £ Income and Endowments from: Freeman Centre 2 - 46,540 Income from investment properties 3 - 164,434 Trading activity - Freeman Street Market 4 - 242,672 Interest receivable and similar income 5 - 125 Other income from fixed asset investments 5 - 37,834 Total Income - 491,605 Expenditure on: Freeman Centre 6.1 - (72,555) Freeman Street Market 6 - (357,788) Investment management costs 7 - - Investment properties 8 - (55,263) Support costs 9 - (29,038) Dividends payable 23 (17,650) - Total Expenditure (17,650) (514,644) Realised gains on investment properties - - Revaluation of investment properties - - Realised gains/(losses) on quoted investments - - Revaluation of quoted investments - - Net (expenditure)/income (17,650) (23,039) Gross transfers between funds 13,892 (13,892) Other recognised gains and losses Release of impairment provision - - Revaluation of Programme related investment in subsidiary - - Net movement in funds (3,758) (36,931) Reconciliation of funds Total funds brought forward 73,345 45,975 Total funds carried forward 23 69,587 9,044	Endowment Restricted £ Expendable £ - - - - 25,626 - - - - - 25,626 - - (51,338) (171) - - (18,796) - - - - - - (171) (70,134) - 1,500 - - - 65,455 - 206,184 25,455 203,005 - - - 1,033 - (11,512) 25,455 192,526 - 7,713,236 25,455 7,905,762	Total 2021 £ Total 2020 £ 46,540 104,880 164,434 160,499 268,298 253,302 125 337 37,834 40,583 517,231 559,601 (123,893) (187,602) (357,959) (399,438) (18,796) (17,942) (55,263) (46,528) (29,038) (29,456) (17,650) (34,675) (602,599) (715,641) 1,500 21,800 - 694,079 65,455 44,469 206,184 20,497 187,771 624,805 - - 1,033 2,582 (11,512) (11,900) 177,292 615,487 7,832,556 7,217,069 8,009,848 7,832,556	Total 2020 £ 104,880 160,499 253,302 337 40,583
			559,601
			(187,602) (399,438) (17,942) (46,528) (29,456) (34,675)
			(715,641)
			21,800 694,079 44,469 20,497
			624,805 - 2,582 (11,900)

The notes on pages 20 to 38 form an integral part of these financial statements. Page 16

The Enrolled Freemen of the Borough of Great Grimsby

Statement of Financial Activities for the Year Ended 28 February 2021

Note Income and Endowments from: Freeman Centre Income from investment properties 3 Trading activity - Freeman Street Market 4 Investment income 5 Total Income Expenditure on: Freeman Centre Freeman Street Market 6 Investment management costs 7 Investment properties 8 Support costs 9 Dividends payable 23 Total Expenditure Realised gains on investment properties Revaluation of investment properties Realised gains/(losses) on quoted investments Revaluation of quoted investments Net (expenditure)/income Gross transfers between funds Other recognised gains and losses Release of impairment provision Revaluation of Programme related investment in subsidiary Net movement in funds Reconciliation of funds Total funds brought forward Total funds carried forward 23	Unrestricted Designated £ General £ 1,201 103,679 - 160,499 - 252,656 - 40,920 1,201 557,754 (44,645) (142,957) - (398,792) - - - (37,040) - (29,456) (34,675) - (79,320) (608,245) - - - - - - - - (78,119) (50,491) 32,999 (32,999) - - - - (45,120) (83,490) 118,465 129,465 73,345 45,975	Restricted £ - - 646 - 646 - (646) - - - - (646) - - - - - - - - - - -	Endowment Expendable £ - - - - - - - (17,942) (9,488) - - (27,430) 21,800 694,079 44,469 20,497 753,415 - 2,582 (11,900) 744,097 6,969,139 7,713,236	Total 2020 £ 104,880 160,499 253,302 40,920
				559,601
				(187,602) (399,438) (17,942) (46,528) (29,456) (34,675)
				(715,641)
				21,800 694,079 44,469 20,497
				624,805 - 2,582 (11,900)
				615,487 7,217,069
				7,832,556

The notes on pages 20 to 38 form an integral part of these financial statements. Page 17

The Enrolled Freemen of the Borough of Great Grimsby

(Registration number: 219207) Balance Sheet as at 28 February 2021

Note Fixed assets Goodwill 15 Tangible assets 16 Programme related investments in group undertakings and participating interests 17 Other investments 17 Cash held as part of quoted investment portfolio 17 Debtors 18 - due within one year - due after one year Cash at bank and in hand 19 Creditors: Amounts falling due within one year 20 Net current assets Net assets Funds of the charity: Endowment Restricted Unrestricted income funds Designated funds 23 General funds Total unrestricted Total funds 23	2021 £ - 4,624,501 1,000,343 1,695,258 13,464 7,333,566 89,005 493,899 192,016 774,920 (98,638) 676,282 8,009,848 7,905,762 25,455 69,587 9,044 78,631 8,009,848	2020 £ 1,000 4,499,988 1,011,855 1,578,532 19,798
		7,110,173
		152,224 466,729 189,425
		808,378 (86,995)
		721,383
		7,832,556
		7,713,236
		-
		73,345 45,975
		119,320
		7,832,556

The financial statements on pages 16 to 38 were approved by the trustees, and authorised for issue on 18 May 2021 and signed on their behalf by:

......................................... Stephen P White Trustee

The notes on pages 20 to 38 form an integral part of these financial statements. Page 18

The Enrolled Freemen of the Borough of Great Grimsby

Cash Flow Statement for the Year Ended 28 February 2021

Note Cash flows from operating activities Net cash income Adjustments to cash flows from non-cash items Depreciation 6 Amortisation 6 Investment income 5 Profit on disposal of tangible fixed assets Profit on disposal of investments Revaluation of investments Working capital adjustments Decrease in debtors 18 Increase/(decrease) in creditors 20 Net cash flows from operating activities Cash flows from investing activities Interest receivable and similar income 5 Purchase of tangible fixed assets 16 Sale of tangible fixed assets Purchase of investments 17 Sale of investments Income from dividends 5 Movement in cash investment deposit Net cash flows from investing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 March Cash and cash equivalents at 28 February Reconciliation of net cash flow to movement in net funds Increase in cash Net funds at 1 March 2020 Net funds at 28 February 2021	2021 £ 177,292 60,723 1,000 (37,959) (1,500) (65,455) (194,671) (60,570) 36,049 11,643 (12,878) 125 (185,236) 1,500 (263,772) 418,684 37,834 6,334 15,469 2,591 189,425 192,016 2,591 189,425 192,016	2020 £ 615,487 60,179 1,000 (40,920) (21,800) (44,469) (702,676)
		(133,199) 232,019 (46,002)
		52,818
		337 (526,820) 93,480 (403,476) 782,098 40,583 33,285
		19,487
		72,305 117,120
		189,425
		72,305 117,120
		189,425

The notes on pages 20 to 38 form an integral part of these financial statements. Page 19

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

1 Accounting policies

General information

The Enrolled Freemen of Grimsby is an unincorporated charity registered in England and Wales. Its principle office address is 26 South St Marys Gate, Grimsby DN31 1LW.

The main operations are carried out from Freeman Street Market, Grimsby, DN32 7DS.

The financial statements cover the individual charity and are not group accounts.

Statement of compliance

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) (issued on 16 July 2014 and updated with the second edition in October 2019) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Charities Act 2011.

The charity is a public benefit entity.

Basis of preparation

The Enrolled Freemen of the Borough of Great Grimsby meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes.

The financial statements are prepared in sterling and are rounded to the nearest pound.

Going concern

The impact of the COVID-19 pandemic on the charity has been carefully considered and cash flows forecasts have been prepared for the coming months. Trustees believe the charity has sufficient reserves to see them through this period and therefore consider that there are no material uncertainties about the charity's ability to continue as a going concern.

Exemption from preparing group accounts

The charity has taken advantage of the exemption provided by section 139(2) of the Charities Act 2011 (group accounts) Regulations 2015 (SI2015/322) and has not prepared consolidated accounts.

Income and endowments

All income is recognised once the Charity has entitlement to the income, there is sufficent certainty of receipt and so it is probable that the income will be received, and the amount can be measured reliably.

Freeman Street Market and Freeman Centre - Income represents the amount receivable for the year exclusive of V.A.T.

Investment properties - Income represents ground rents and property rents receivable for the year. Quoted investments - Income is recognised when dividends and interest become payable. Other income - Other income is recognised as it is received.

Grants receivable - All grants, including those for the purchase of fixed assets are recognised in full in the SOFA in the year in which they are receivable.

Page 20

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Expenditure

All expenditure is recognised once there is a legal or constructive obligation to that expenditure, it is probable settlement is required and the amount can be measured reliably. All costs are allocated to the applicable expenditure heading that aggregate similar costs to that category. Where costs cannot be directly attributed to particular headings they have been allocated on a basis consistent with the use of resources, with central staff costs allocated on the basis of time spent, and depreciation charges allocated on the portion of the asset’s use.

Support costs

Support costs include central functions and have been allocated to activity cost categories on a basis consistent with the use of resources. They include governance costs.

Governance costs

These include the costs attributable to the charity’s compliance with constitutional and statutory requirements, including audit, strategic management and trustees’s meetings and reimbursed expenses.

North East Lincolnshire Council

In accordance with the Grimsby Pastures Acts 1849 and 1949, as amended, Nortt East Lincolnshire Council is entitled each year to a one twentieth share of the net income before taxation of the Charity and, also, to one twentieth share from certain surpluses derived from the sale of assets within the Permanent Endowment Fund.

Taxation

The charity is considered to pass the tests set out in Paragraph 1 Schedule 6 of the Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the charity is potentially exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Tangible fixed assets

Individual fixed assets costing £500 or more are initially recorded at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Amortisation

Amortisation is provided on intangible fixed assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

Asset class

Goodwill

Amortisation method and rate equal installments over 10 years

Depreciation and amortisation

Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over their expected useful economic life as follows:

Asset class

Freeman Street Market Building alterations Fixtures, Fittings & Equipment

Depreciation method and rate over 10 to 25 years over 5 to 25 years

Page 21

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Investment properties

i) Freehold Land - Hay Croft, Little Field and East Marsh Estates. This land originally aquired in 1849 and previously the Charity commission had agreed that it may be included at a nominal value. Most of this land is let on ground leases of varying terms. Following a change of policy in 2016 Freehold Land and Freehold Reversions are now valued at fair value.

ii) Freehold Reversions - Little Field and Yarborough Estates. These reversions are valued at fair value.

iii) Freehold Land and Buildings - Other. Investment properties for which fair value can be measured reliably are measured at fair value at each reporting date with changes in fair value recognised in "Net gains and losses on investments".

Programme related investments

Programme related investments are made in furtherance of the charity ’s objects and any investment return is secondary to the charitable purpose supported by the investment. Such investments are included at their cost. Any loss or impairment arising from such investments is charged as part of charitable activities within the Statement of Financial Activities.

Fixed asset investments

Fixed asset investments, other than programme related investments, are included at market value at the balance sheet date. Realised gains and losses on investments are calculated as the difference between sales proceeds and their market value at the start of the year, or their subsequent cost, and are charged or credited to the Statement of Financial Activities in the period of disposal.

Unrealised gains and losses represent the movement in market values during the year and are credited or charged to the Statement of Financial Activities based on the market value at the year end.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price, less provision for impairment. A provision for the impairment of is established when there is objective evidence that the will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Charity does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price.

Fund structure

Unrestricted income funds are general funds that are available for use at the trustees' discretion in furtherance of the objectives of the charity. The General Fund represents the net income received by the charity which will be allocated to the Dividend Fund in due course.

Page 22

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Designated funds are unrestricted funds set aside for specific purposes at the discretion of the trustees. There are five designated funds, as follows;

i) Dividend Fund - This fund represents the amounts set aside from the General Fund in May and December each year for payment to the Enrolled Freemen on the Roll.

ii) Unclaimed Dividend Fund - On 30th April and 31st October in each year the balance of the Dividend Fund is transferred to this fund. If the dividends remain unclaimed after six years, the amount unclaimed is returned to the General Fund.

iii) Special Repair Fund - This fund was created to assist in the future financing of major repairs to Freeman Street Market. It is the subject of a specific order of the Charity Commission. The current authorised annual contributions are £15,000 plus approximately 3% of the annual amount of stall rents received subject to annual consideration by the trustees.

iv) Fixed Asset Fund - This fund represents the net book value of tangible assets funded originally by grant funding or other capital funding.

v) Freeman Centre Roof Repair Fund - This fund represents monies received from property tenants to contribute towards the cost of future roof repairs.

Restricted income funds are those donated for use in a particular area or for specific purposes, the use of which is restricted to that area or purpose.

The Permanent Endowment Fund represents assets which must be held permanently by the Charity, principallly investments. Income arising on the Endowment Fund can be used in accordance with the objects of the Charity and is included as unrestricted income. Any capital gains or losses arising on the investments form part of the fund. Investment Management charges relating to the fund are charged against the fund. The trustees do not have any power to convert this fund into income and apply it as such.

Irrecoverable V.A.T.

The Charity is registered for V.A.T. purposes but part of its income is regarded as exempt from V.A.T. which means that a partial exemption calculation is prepared quarterly and averaged on an annual basis to ascertain whether all or part of the V.A.T. input tax incurred can be reclaimed by the Charity. Any irrecoverable V.A.T. is added to the relevant expenditure in the accounts.

Pension contributions

The Charity operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable. It also makes employer contributions into an employee's personal pension scheme.

2 Freeman Centre

Unrestricted

	Unrestricted
Car park income Property rental income Roof repair contributions	General £ 7,490 39,050 - 46,540	Total 2021 £ 7,490 39,050 - 46,540	Total 2020 £ 20,546 83,133 1,201
			104,880

Page 23

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

3 Income from investment properties

Ground rent Rental property income Car park site income	Unrestricted General £ 139,358 25,076 - 164,434	Total 2021 £ 139,358 25,076 - 164,434	Total 2020 £ 134,229 25,632 638
			160,499

4 Freeman Street Market income

Government grants Stall rents Skills Centre income ATM income Electricity charges Solar Feed-in tariff income Hub room rent Other income	Unrestricted General £ 27,762 143,048 14,169 602 17,687 35,320 3,314 770 242,672	Restricted £ 25,626 - - - - - - - 25,626	Total 2021 £ 53,388 143,048 14,169 602 17,687 35,320 3,314 770 268,298	Total 2020 £ - 168,222 25,572 1,188 20,326 33,820 2,138 2,036
				253,302

5 Investment income

Unrestricted

Interest receivable and similar income; Bank and building society Other income from fixed asset investments	General £ 125 37,834 37,959	Total 2021 £ 125 37,834 37,959	Total 2020 £ 337 40,583
			40,920

Page 24

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

6 Freeman Street Market

Salaries and wages Pension costs - Contribution into employee's personal pension schemes Share of officials salaries Rent Rates, water and sewerage Light, heat and power Insurance Repairs and maintenance Security expenses Telephone, printing and postage Sundry expenses Cleaning and waste disposal The audit of the charity's annual accounts Bank charges Licences and IT support Bad debts written off Professional fees - payroll & VAT Professional fees - property and other Marketing and publicity Depreciation, amortisation and other similar costs	Unrestricted General £ 85,227 4,014 59,910 8,162 3,771 24,623 11,991 13,050 27,577 1,790 1,086 31,515 2,078 - 801 694 7,155 13,456 602 60,286 357,788	Restricted £ - - - - - - - - - - - - - - - - - - - 171 171	Total 2021 £ 85,227 4,014 59,910 8,162 3,771 24,623 11,991 13,050 27,577 1,790 1,086 31,515 2,078 - 801 694 7,155 13,456 602 60,457 357,959	Total 2020 £ 83,372 3,878 59,816 6,695 2,264 26,084 12,898 25,900 22,938 4,369 4,640 37,399 2,103 802 2,229 - 7,358 20,154 15,770 60,769
				399,438

Page 25

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

a) Freeman Centre

Publicity costs Light, heat and power Other site costs Car park costs Honorarium costs Insurance cost Roof repairs Property expenses Property management charges Professional fees Depreciation, amortisation and other similar costs 7 Investment management costs Other investment management costs; Costs of obtaining investment advice	Unrestricted General £ - 5,501 2,400 17,408 3,330 4,389 - 6,092 3,905 28,264 1,266 72,555	Endowment Expendable £ - - - - - - - - - 51,338 - 51,338 Endowment Expendable £ 18,796 18,796	Total 2021 £ - 5,501 2,400 17,408 3,330 4,389 - 6,092 3,905 79,602 1,266 123,893 Total 2021 £ 18,796 18,796	Total 2020 £ 9,006 - 42,480 26,055 3,996 7,040 44,645 5,499 3,905 44,566 410
				187,602
				Total 2020 £ 17,942
				17,942

Page 26

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

8 Expenditure on Investment properties

Insurance Repairs and maintenance Printing, postage and stationery Sundry expenses Management costs Professional fees - other property Professional fees - general property Professional fees - administration Professional fees - old debt collection fees Bad debts written off	Unrestricted General £ 4,829 453 132 150 5,214 - 41,439 2,106 940 - 55,263	Total 2021 £ 4,829 453 132 150 5,214 - 41,439 2,106 940 - 55,263	Total 2020 £ 5,912 3,379 485 525 716 9,488 23,783 2,172 67 1
			46,528

9 Analysis of governance and support costs

Governance costs

Licenses and IT support Share of officials salaries Trustee Indemnity insurance Telephone, printing and postage Professional fees Sundry expenses The audit of the charity's annual accounts Bank charges	Unrestricted General £ 474 11,983 782 1,425 8,718 2,422 2,077 1,157 29,038	Total 2021 £ 474 11,983 782 1,425 8,718 2,422 2,077 1,157 29,038	Total 2020 £ 446 11,963 802 4,472 5,476 3,392 2,103 802
			29,456

Page 27

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

10 Net incoming/outgoing resources

Net outgoing resources for the year include:

Audit fees Profit on disposal of tangible fixed assets Profit on disposal of investments Depreciation of fixed assets Amortisation of goodwill	2021 £ 3,955 (1,500) (65,455) 60,723 1,000	2020 £ 4,206 (21,800) (44,469) 60,179 1,000

11 Trustees remuneration and expenses

No trustees, nor any persons connected with them, have received any remuneration from the charity during the year.

No trustees have received any reimbursed expenses from the charity during the year.

The four members of the Pastures Committee who are also directors of the Pastures Development Company Limited have raised fee invoices in the year totalling £24,917 (2020: £26,000) for specialist services rendered in respect of the on-going management and promotion of the the Business Hub and associated activity.

The four members being S.P. White, S.T. Wakefield, R.A. Bellamy and S.J. Meller, are engaged under the terms of self-employed service agreements previously authorised by the Pastures Committee.

Page 28

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

12 Staff costs

The aggregate payroll costs were as follows:

Salaries and wages Social security costs Pension costs - contributions into employee's personal pension schemes Defined contributions pension costs Totals	2021 £ 85,969 2,588 2,454 1,560 92,571	2020 £ 83,542 3,826 2,390 1,488 91,246

The monthly average number of persons (including senior management team) employed by the charity during the year was as follows:

Average number of employees No employee received emoluments of more than £60,000 during the year 13 Auditors' remuneration Audit of financial statements	2021 No 4 2021 £ 3,955	2020 No 4
		2020 £ 4,206

14 Loss on investment asset - Impairment of bank balance

In 2008 the Charity held £392,898 invested in a ninety day notice deposit account with Kaupthing Singer and Friedlander Limited, which was effectively frozen when the bank was placed into administration by the High Court on 8th October 2008. It was not apparent at 28th February 2009, whether this investment would be returned in full and an impairment provision of £235,738 was, therefore, included in the 2009 accounts, being 60% of the funds invested. Subsequently 88.8% of the funds have been recovered from the banks' administrators and the Financial Conduct Authority (FCA) and the provision reduced to 11.2%, thereby releasing a further £1,033 (2020:£2,582) to the statement of Financial Activities in this financial year. Please refer to the 2021 Trustees Annual report for further information.

Page 29

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

15 Intangible fixed assets

15 Intangible fixed assets
Cost At 1 March 2020 At 28 February 2021 Amortisation At 1 March 2020 Charge for the year At 28 February 2021 Net book value At 28 February 2021 At 29 February 2020	Goodwill £ 10,000 10,000 9,000 1,000 10,000 - 1,000	Total £ 10,000
		10,000
		9,000 1,000
		10,000
		-
		1,000

Page 30

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

16 Tangible fixed assets

Cost At 1 March 2020 Additions At 28 February 2021 Depreciation At 1 March 2020 Charge for the year At 28 February 2021 Net book value At 28 February 2021 At 29 February 2020 Investment properties	Land and buildings £ 814,333 103,400 917,733 485,938 21,365 507,303 410,430 328,395	Furniture and equipment £ 780,963 81,836 862,799 317,690 39,358 357,048 505,751 463,273	Investment Properties £ 3,708,320 - 3,708,320 - - - 3,708,320 3,708,320	Total £ 5,303,616 185,236
				5,488,852
				803,628 60,723
				864,351
				4,624,501
				4,499,988

Land and buildings

The Trustees consider that the valuation report prepared in April 2019 by the property surveyors, Jackson Green and Preston who are external to the organisation, is still appropiate at the year end. This class of assets have a fair value of £3,708,320 and were previously included at a cost of £311,785 including a nominal value of £6,152 for the Freehold Land and Building Reversions. The depreciation on the historical costs is £Nil.

17 Fixed asset investments

17 Fixed asset investments
Programme related investments in group undertakings and participating interests Other investments	2021 £ 1,000,343 1,695,258 2,695,601	2020 £ 1,011,855 1,578,532
		2,590,387

Page 31

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Programme related investments in group undertakings and participating interests

Cost At 1 March 2020 At 28 February 2021 Provision for impairment At 1 March 2020 Charge for year At 28 February 2021 Net book value At 28 February 2021 At 29 February 2020 Other investments Cost or Valuation At 1 March 2020 Revaluation Additions Disposals At 28 February 2021 Net book value At 28 February 2021 At 29 February 2020	Subsidiary undertakings £ 1,072,312 1,072,312 60,457 11,512 71,969 1,000,343 1,011,855 UK Listed investments £ 1,578,531 271,639 263,772 (418,684) 1,695,258 1,695,258 1,578,531	Total £ 1,072,312
		1,072,312
		60,457 11,512
		71,969
		1,000,343
		1,011,855
		Total £ 1,578,531 271,639 263,772 (418,684)
		1,695,258
		1,695,258
		1,578,531

Page 32

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Details of undertakings

Details of the investments in which the charity holds 20% or more of the nominal value of any class of share capital are as follows:

	Country of		Proportion of voting
	incorporation and Co		rights and shares
Undertaking	number	Holding	held	Principal activity
Subsidiary undertakings
Pastures Development Company Limited	UK 7336611	Ordinary	100%	Property/project management development	and

The loss for the financial period of Pastures Development Company Limited was £60,424 (2020 - £(61,388)) and the aggregate amount of capital and reserves at the end of the period was £(462,045) (2020 - £(401,621)).

18 Debtors Trade debtors Due from group undertakings Prepayments Other debtors Debtors includes £493,899 (2020: £466,729) receivable after more than one year. Due from group undertakings 19 Cash and cash equivalents Cash on hand Cash at bank 20 Creditors: amounts falling due within one year Trade creditors Other taxation and social security VAT Other creditors Accruals	2021 £ 77,030 493,899 8,500 3,475 582,904 2021 £ 493,899 2021 £ 17 191,999 192,016 2021 £ 63,790 2,504 (10,487) 2,846 39,985 98,638	2020 £ 57,246 466,729 92,863 2,115
		618,953
		2020 £ 466,729
		2020 £ 17 189,408
		189,425
		2020 £ 50,328 2,679 (15,815) 3,444 46,359
		86,995

Page 33

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

21 Pension and other schemes

Defined contribution pension scheme

The charity operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the charity to the scheme and amounted to £1,560 (2020 - £1,488).

22 Commitments

Capital commitments

The total amount contracted for but not provided in the financial statements was £71,969 (2020 - £Nil).

Page 34

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

23 Funds

Unrestricted funds General Unrestricted general fund Designated Fixed asset fund Dividend fund Special repair fund Unclaimed dividend fund Total unrestricted funds Restricted funds Restricted fund Endowment funds Expendable Endowment fund Total funds	Balance at 1 March 2020 £ 45,975 5,580 2,336 49,206 16,223 73,345 119,320 - 7,713,236 7,832,556	Incoming resources £ 491,605 - - - - - 491,605 25,626 - 517,231	Resources expended £ (514,644) - (17,034) - (616) (17,650) (532,294) (171) (70,134) (602,599)	Transfers £ Other recognised gains/(losses) £ (13,892) - (1,087) - 14,698 - - - 281 - 13,892 - - - - - - 262,660 - 262,660	Balance at 28 February 2021 £ 9,044 4,493 - 49,206 15,888
					69,587
					78,631 25,455 7,905,762
					8,009,848

Page 35

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

Unrestricted funds General Unrestricted general fund Designated Fixed asset fund Dividend fund Special repair fund Unclaimed dividend fund Freeman Centre roof repair fund Total unrestricted funds Restricted Restricted fund Endowment funds Expendable Endowment fund Total funds	Balance at 1 March 2019 £ 129,465 6,667 2,365 82,578 16,783 10,072 118,465 247,930 - 6,969,139 7,217,069	Incoming resources £ 557,754 - - - - 1,201 1,201 558,955 646 - 559,601	Resources expended £ (608,245) - (33,760) (33,372) (915) (11,273) (79,320) (687,565) (646) (27,430) (715,641)	Transfers £ Other recognised gains/(losses) £ (32,999) - (1,087) - 33,731 - - - 355 - - - 32,999 - - - - - - 771,527 - 771,527	Balance at 29 February 2020 £ 45,975 5,580 2,336 49,206 16,223 -
					73,345
					119,320 - 7,713,236
					7,832,556

Purpose of the designated funds:

Please refer to the accounting policies for details of each of the designated funds.

Restricted grants include a 38% grant from the ERDF Smart Energy Greater Lincolnshire fund to cover the cost of additional solar PV panels installed at Freeman Street Market. The fund monies are to be released over time to match with depreciation of the solar panels.

Page 36

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

24 Analysis of net assets between funds

Tangible fixed assets Fixed asset investments Current assets Current liabilities Total net assets Intangible fixed assets Tangible fixed assets Fixed asset investments Current assets Current liabilities Total net assets 25 Analysis of net funds Cash at bank and in hand Net debt	Unrestricted funds Restricted General £ Designated £ funds £ - 4,493 25,455 - - - 51,338 65,094 - (42,294) - - 9,044 69,587 25,455 Unrestricted funds General £ Designated £ - - - 5,580 - - 45,975 73,345 - - 45,975 78,925	Endowment funds Expendable £ 4,594,553 2,695,601 671,952 (56,344) 7,905,762 Endowment funds Expendable £ 1,000 4,494,407 2,590,387 708,856 (86,994) 7,707,656 At 1 March 2020 £ 189,425 189,425	Total funds at 28 February 2021 £ 4,624,501 2,695,601 788,384 (98,638)
			8,009,848
			Total funds at 29 February 2020 £ 1,000 4,499,987 2,590,387 828,176 (86,994)
			7,832,556
			At 28 February 2021 £ 189,425 189,425

Page 37

The Enrolled Freemen of the Borough of Great Grimsby

Notes to the Financial Statements for the Year Ended 28 February 2021

26 Related party transactions

During the year the charity made the following related party transactions:

The Pastures Development Company Limited (PDC)

(Wholly owned Subsidiary undertaking))

The PDC leases two sites known as the Market Car Park and Freeman Street Community Hub from the charity. The 125 year leases commenced 1st August 2012 for a total premium of £120,000 and an annual peppercorn rental.

In the year, costs of £64,137 (2020: £66,735 relating to establishment and salary costs and the administration of the Business Hub were recharged to the PDC.

During the year, the Enrolled Freemen occupied three offices within the Business Hub from the PDC on tenanacies at Will, for a combined annual rental of £8,162 (2020:£6,695).

At the balance sheet date the amount due from the PDC was £493,899 (2020 - £466,729).

Page 38