**Charity registration number 246589 (England and Wales)** 

**Company registration number 00867120** 

## **BORDE HILL GARDEN LIMITED** 

**Annual Report And Unaudited Financial Statements For The Year Ended 31 March 2025** 



## **Borde Hill Garden Limited** 

## **Legal And Administrative Information** 

|**Trustees**|Mr A Stephenson Clarke||
|---|---|---|
||Mrs JR Goddard|(Appointed 21 April 2025)|
||Mrs EC Stephenson Clarke||
||Mr G D Hollis||
||Mr P Mills||
||Dr T M Upson||
|**Charity number (England and Wales)**|246589||
|**Company number**|00867120||
|**Registered office**|Borde Hill||
||Borde Hill Lane||
||Haywards Heath||
||West Sussex||
||England||
||RH16 1XP||
|**Independent examiner**|Chavereys Limited||
||The Goods Shed||
||Jubilee Way||
||Faversham||
||Kent||
||England||
||ME13 8GD||





## **Borde Hill Garden Limited** 

## **Contents** 

||**Page**|
|---|---|
|Trustees' report|1 - 6|
|Statement of Trustees' responsibilities|7|
|Independent examiner's report|8|
|Statement of financial activities|9|
|Balance sheet|10|
|Notes to the financial statements|11 - 20|





## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report)** 

## **For The Year Ended 31 March 2025** 

The Trustees present their annual report and financial statements for the year ended 31 March 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** 

The Charity’s principal aims, objectives, policies and activities are: 

To promote the furtherance of the study and science of botany and the increase of knowledge in respect thereof and the improvements of the methods and practice of horticulture. 

To manage, to improve all or part of, and to promote public access to the gardens at Borde Hill, Haywards Heath, West Sussex or other gardens in other parts of the British Isles for the purposes of experimentation and research by the growth and propagation of trees and plants of any kind and in any manner. Borde Hill Garden has a licence from Borde Hill Events Limited, a separate trading company, to operate within the same area at Borde Hill in order to achieve its aim. 

To promote ongoing record keeping and documentation, together with the maintenance of existing archive material regarding the botanical collection at Borde Hill. 

To make, from time to time, byelaws as to the days and the times and the conditions on which the public shall be admitted to the land leased or owned by the company. 

To provide, in printed form or online, guidebooks or other information or pamphlets to promote its activities and the botanical collection within Borde Hill Garden and for wider educational purposes. 

To help improve the botanical collection by replanting borders and improving garden rooms through weeding, pruning and opening up new areas available for planting, as well as through propagation of the rare and unusual plants and trees. 

The achievement of the Charity's aims will further its legal purpose by ensuring that the botanical collection is safeguarded for future generations. 

## _Strategies for achieving aims and objectives_ 

The Trustees implemented the following activities to help achieve these objectives: 

Opening the Garden and South Park at Borde Hill to the public 

Investing in improved quality of the Garden, visitor facilities and signage and information boards 

Maximising grant aid and gift aid donations 

Promoting and advertising the Garden via PR and a variety of marketing channels and social media. 

Improving plant record keeping using data bases and preserving historic records in the significant archive by employing an archivist 

Arranging Garden tours and plant orientated events, including talks and educational school visits 

Continued pursuing the ‘Reinventing Borde Hill Project’ which aims to increase the number of visitors that Borde Hill attracts as well as benefiting the surrounding environment and botanical collection. 

- 1 - 



## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report) (Continued) For The Year Ended 31 March 2025** 

_Criteria used for assessing success_ 

The key performance indicators which the Trustees monitor to ensure that the Charity is achieving these objectives are: 

Financial performance against income and expenditure targets 

Quality of the product offerings and service levels to satisfy customer and market expectations 

Visitor numbers for Garden admissions and for special events 

_Public benefit_ 

The Trustees confirm that they have referred to the guidance contained in the Charity Commission’s revised general guidance on public benefit when reviewing the Charity’s aims and objectives and in planning future activities. 

The main activity of the Charity continues to be the operating of the garden as a visitor attraction to generate revenue to maintain and improve the botanical collection for the public benefit and furtherance of the study and science of botany. 

## **Achievements and performance** 

## _Significant activities and achievements against objectives_ 

The Charity continues to make available free or discounted visits to Borde Hill to horticultural clubs, organisations schools and local charities. 

The success of the charity in meeting its beneficiaries’ needs can be illustrated by the sustained level of visitor numbers, as well as its success in meeting the following Charitable objectives: 

Protecting and enhancing the rare and diverse collection of plants, trees and shrubs at Borde Hill. 

Promoting and improving the knowledge, practice and understanding of: the study and science of botany, horticulture, including propagation. 

The preservation of the listed heritage garden and parkland and related flora and fauna, our natural environment, and practices to minimise the wider environmental impact. 

Connecting communities with the restorative power of nature to improve their mental and physical well-being. 

The Charity is working on the hugely exciting ‘Reinventing Borde Hill project’ which is kindly being supported by the National Lottery Heritage Fund (NLHF). The charity received initial grant funding in previous years totalling £273,500 in respect of the planning phase of the project. In the 24/25 year, the Charity succeeded in progressing the application further to the development phase, with the NLHF approving the project to continue and receive further grant funding.  Planning permission was also sought and granted in the year. The project will see the South Park transformed and opened up to new, diverse audiences, for the benefit of the community, the environment and the botanical collection, providing financial stability for the charity in the long term. 

The anticipated total cost of delivering the intended project is c£3.5m. A key objective for the coming three years will be to raise partner funding for the NLHF project of c£1.3m, which will be in addition to an agreed two thirds funding of up to c. £2.25m from the NLHF to realise this significant community heritage project. A considered fundraising strategy focuses on raising funds from grant-giving trusts and foundations, and also from the public and small corporate funders as the project nears its completion. 

The outlined payment structure of the NLHF grant is for the funds to be paid on a regular basis to reimburse a percentage of the project costs incurred by BHG. During the year, £20,537 of grant funding was received from the NLHF. A further £10,000 of grants and £316,818 of donations were received from other institutions and individuals. As the project is expected to provide future economic benefits to the Charity over many years, the costs incurred in the year directly associated with constructing the project asset are recognised within 'assets under construction'. 

The charity continues to employ a part time archivist . The size of the Borde Hill archive is in the region of 75,000 items that cover over 50 years of daily activity at Borde Hill and correspondence with worldwide nurseries, plant collectors and other botanical organisations and private gardens thus making this a nationally important resource dating from the late 1800s. 

- 2 - 



## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report) (Continued) For The Year Ended 31 March 2025** 

Visitor numbers for the year increased to 65,294 (2024 - 61,774). 

## **Financial review** 

The Statement of Financial Activities on page 9 shows the results for the year under review. A detailed breakdown of the results is included within the notes on pages 13 - 15. 

The Charity reported a surplus in the year of £321,199. This compares to a deficit in the previous year of £202,073. The result comprises a surplus from the ordinary visitor trade of £4,667 and a surplus from the Reinventing Borde Hill Project of £316,532 shown within restricted funds. 

The income and expenditure from the charitable activities has increased significantly due to an alteration of the agreement in effect between Borde Hill Events Limited and Borde Hill Garden Limited regarding the income and costs related to the garden grounds which is occupied by both entities. The agreement in the previous year allocated a small proportion of the total garden admission income and garden running costs to Borde Hill Garden Limited. This agreement was changed with effect from 1 April 2024 to enable the Charity to undertake its charitable activities to a greater degree and ensure that a surplus can be generated to fund the charitable objectives. 

The new agreement stipulates that the Charity is entitled to 100% of the admission, membership, tour, group and garden trail income. All donations continue to be income of the Charity. Borde Hill Events Limited is entitled to income from the noncharitable activities which are undertaken at the garden, predominately comprising income from planned events and the shop. 

Borde Hill Events continues to be responsible for the operation and administration of the activities at Borde Hill, collecting all of the income through the established IT system and incurring the running costs, other than certain costs incurred directly by Borde Hill Garden. The income attributable to Borde Hill Garden is recharged monthly and recognised by the Charity. To reimburse Borde Hill Events for incurring the majority of the operating costs, Borde Hill Garden is recharged a proportion of the costs, calculated on a percentage of the garden income received, excluding donations. The percentage of income charged is adjusted to ensure the Charity maintains a surplus to be able to continue its charitable activities. The costs recharged are capped at the lower of the calculated recharge and the costs actually incurred operating the garden. During the year, the costs recharged equalled 75% of the garden activity income received by the Charity. 

The increase in turnover on charitable activities, as shown in note 4, is in respect of the change in the agreement which resulted in 100% of the income noted above being received by the Charity, compared to only a small proportion last year. 

The costs recharged as part of the agreement are included within notes 9 and 10 and is the predominate reason for the increase in ordinary expenditure, particularly staff costs. 

As per the agreement outlined above, the costs directly incurred by Borde Hill Garden Limited and those recharged from Borde Hill Events Limited were less than the charitable income recognised, resulting in a small surplus for the year from charitable activities. The surplus on unrestricted reserves for the year, before movements in reserves, is £4,667 (2024 - deficit of £52,124). 

The £12,441 of unrestricted donations included in note 4 relates to donations and gift aid contributions made towards the garden and the Charity's ordinary activities. 

The restricted reserve relates to the 'Reinventing Borde Hill' project. The income and costs are allocated to the restricted reserve as the grants and donations are received for the purpose of the project and the Charity does not have discretion to use these funds for other purposes. 

Repayment provisions exist in the contract with NLHF if the funds are not used for the specified purpose or if the asset constructed is not used for charitable purposes for a specified length of time. There is no evidence or indication that this will occur and management consider the possibility of a claw back of the grant to be less than remote. 

- 3 - 



## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report) (Continued) For The Year Ended 31 March 2025** 

The project costs within the statement of financial activities (note 8) relate to raising funds and community engagement. The community engagement is a stipulated condition of the National Lottery funding contract, which also aligns with the Charities own objectives. Staff time relates to both fundraising for the cost of the project and undertaking community engagement projects. The share of support costs relates to bank charges and loan interest incurred in respect of the project. At this early stage of the project, it was considered that no further overhead expenses should be apportioned to the project. 

The prior year included significant professional fees to fulfil the outstanding requirements of the initial planning stage of the National Lottery project. Following approval of the project in the current year, costs related to the build are capitalised and included within fixed assets on the balance sheet. The project surplus for the year is £316,532 before movements in reserves (2024 - deficit of £149,949). 

The large surplus is a result of the donations and grants being recorded in income, whereas the material project costs, which the grants and donations relate to, are capitalised and not included in the statement of financial activity. In line with the relevant legislation, the future depreciation charges on the capitalised project costs will be allocated against the carried forward surplus in the restricted fund balance. 

At the year end, the company has net current assets of £165,102 compared to net current liabilities of £18,425 last year. This evidences the improvement in the financial position of the charity which is a result from successful fundraising and improved ordinary trading activity results. 

The charity held £36,829 (2024: £36,959) of liquid investments that can be sold to meet any liabilities as they fall due. 

## _Reserves policy_ 

The unrestricted reserves held by the Charity are held to fund the ordinary charitable activities. The restricted reserves held by the Charity are held to fund the anticipated costs of the 'Reinventing Borde Hill Project'. 

The unrestricted fund represents property and paintings donated to the company less subsequent sales less the accumulated deficits arising from operating results to date. 

The unrestricted reserves at the year end were £14,719. Included within unrestricted reserves are liquid assets of £45,236. 

The restricted reserves relates to grants and donations received less project costs incurred in respect of the National Lottery Heritage Fund Project. 

The restricted reserves at the year end were £333,270, of which £161,680 were liquid. 

The restricted reserves are greater than unrestricted reserves due to the Charity's obligation to fund the requirements of the National Lottery Heritage Fund Project. 

## _Principal funding sources_ 

The Charity’s unrestricted principal source of funding is from the income it generates from its charitable activities, donations and the investment income derived from monies received from the legacy from Mrs Maria Clarke which is now invested through Quilter Cheviot Limited. The funding supports the ongoing cost of maintaining the gardens and botanical collection. 

The Charity's restricted principal source of funding is the grant from the NLHF, with the other project funding being raised from grants and donations from other institutions and individuals. The funding will be used to complete the project and ultimately further the charitable aims and objectives of Borde Hill Garden. 

- 4 - 



## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report) (Continued) For The Year Ended 31 March 2025** 

## _Major risks_ 

As part of each Annual General Meeting the Trustees assess the major risks to which the charity is exposed, in particular those related to the operations and finances of the charity, and are satisfied that systems and procedures are in place to mitigate their exposure to the major risks. Included in this assessment is a 5 year plan for the garden operations and a 3 year capital budget. 

The charity’s principal risk is not generating sufficient income to meet the cost of its charitable activities. This is specifically considered when setting budgets and identifying contingency practices to relieve pressure on cashflow should the year’s performance fall behind budget. The principal risk is more prevalent when considering the obligations attached to the NLHF grant. 

The capital project risks are minimised by management reviewing the donation and grant funding received and ensuring sufficient reserves are available to commit to the next stage of the build. 

## **Plans for future periods** 

The development phase of the Reinventing Borde Hill project has been approved and the Charity has a plan to raise the necessary funds from donations and grants to invest in the significant capital project which will be undertaken over the coming years. 

## **Structure, governance and management** 

The Charity is registered as a charitable company limited by guarantee and is governed by a Memorandum & Articles of Association adopted by special resolution 18 March 2013. The liability of each Member is limited to a sum not exceeding one pound. 

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: 

Mr A Stephenson Clarke Mrs JR Goddard (Appointed 21 April 2025) Mrs EC Stephenson Clarke Mr P R Eastell (Resigned 30 August 2024) Mr G D Hollis Mr P Mills Dr T M Upson 

## _Recruitment and appointment of trustees_ 

Membership is limited to the directors of the Charity. The directors may recognise one or more classes of supporters who are not members (but who may nevertheless be termed ‘members’) upon the terms as the directors shall set out. In the event that the number of Trustees has fallen, or is likely to fall, below 3 people then the Trustees seek the advice of the existing Trustees and the Council Members for suitable nominations. As the Council Members are from nationally important and relevant horticultural and botanical institutions, that may also be open to the public, this is likely to lead to the identification of well qualified and suitable candidates. The Articles of Association then give one vote to each member and the decision to appoint a new trustee must be unanimous. 

None of the Trustees has any beneficial interest in the company. All of the Trustees are members of the company and guarantee to contribute £1 in the event of a winding up. 

- 5 - 



Borde Hill Garden Limited
Trustees. Report (Including Directors. Report) (Continued)
For The Year Ended 31 March 2025
OTgonisotionol 5trvL2ure
The Charity h35 a Countil of Managemen¢ which consi%ts of two of the directors of the Charity IOr<Snary CIMJntil Members),
a maxirnum o15ix Organisationaj Norninees, 3 maXim￿M of three Stephenson Clarke Repre5entaiNe5, a maxitrsurn of three
Ex-officio Member5 and a maximum ol three Co-opted Individuals. The chairtTran of the Borde Hill Garden Council (Council
Chairman) shall be appointed by the Trustees. The Council MernberA Shall be appointed on 2 yearly basis or such other terni
as the directors may decide.
Directors (Ordinary Council Member5)
Andrewjohn Patrick Stephenson Clarke
lay Robin Goddard
Organisationat Nomine¢$
Royal Botanic Garden5 Edioburgh- David Kntstt
The Royal HOrt￿￿$tur91 Society- Dr Tim Up50n {Council Chairman)
Cambridge University Botsnic Garden- Sauy Pev'tt
ste￿en50n Clarke Representativés
Eleni Chadarnbos Stephenson Clarke
Ex.Officio Members
james Murray Gouvenot Gardiner
Vacancies for organisational nominees
Hvrnpton College
The Chekea Physic Garden
Royal Botrnit Garden Kew- Wakehurst Pknce
Co-opted indNldu￿s
onel de Rothschild
David mil￿15
Peter Mi115
Philip Eastell
Philip Holme5
The day to day affair5 of the Charity a￿ mAnaged by Manwng Director Jay Goddard and the Ewuti¥e Maryr, Karen
M2nton-Coo
In￿(00￿ oNJd troining of trustee5
PtstenLial new Trustee5 are inTrited to a meetifig with the existing Trustees bdore their ekcoon, and are gNen an introductyon
to the operation arsd acti¥itie5 of the company.
Relationshw with rthed portie5
Borde Hill Events Limited operates the non-charity related activrnes undenaken at the Garden. and i5 responsible for all
a550ciated costs including 5tsff and asset rnaintÈnanco Borde Hill Evenr5 knmited $5 a cornpany n¥jority ovmed by Mrslay
Goddard. Mr Andrewiohn Stephen50n Clarke and Mrs Eleni Stsphenson Clarke are 3150 shareholders a5 well a5 directors of
orde Hill Events Ltd.
The Trustees. report W45 approved by the Board of Tru5¢ees.
Mr A Stephe1w￿ Cknrke
Dirtctor

## **Borde Hill Garden Limited** 

## **Statement Of Trustees' Responsibilities** 

## **For The Year Ended 31 March 2025** 

The Trustees, who are also the directors of Borde Hill Garden Limited for the purpose of company law, are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 

Company law requires the Trustees to prepare financial statements for each 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, including the income and expenditure, of the charitable company for that year. 

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 UK 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 operation. 

The Trustees are responsible for keeping adequate 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 Companies Act 2006. They 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. 

- 7 - 



## **Borde Hill Garden Limited** 

## **Independent Examiner's Report** 

## **To The Trustees Of Borde Hill Garden Limited** 

I report to the Trustees on my examination of the financial statements of Borde Hill Garden Limited (the charity) for the year ended 31 March 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** 

Since the charity’s gross income exceeded £250,000, the independent examiner must be a member of a body listed in section 145 of the Charities Act 2011. I confirm that I am qualified to undertake the examination because I am a member of The Institute of Chatered Accountants in England and Wales, which is one of the listed bodies. 

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: 

- 1 accounting records were not kept in respect of the charity as required by section 386 of the Companies Act 2006. 

- 2 the financial statements do not accord with those records; or 

- 3 the financial statements do not comply with the accounting requirements of section 396 of the Companies Act 2006 other than any requirement that the financial statements give a true and fair view, which is not a matter considered as part of an independent examination; or 

- 4 the financial statements have not been prepared in accordance with the methods and principles of the Statement of Recommended Practice for accounting and reporting by charities applicable to charities preparing their financial statements in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102). 

I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the financial statements to be reached. 

Iain Morris ICAEW 

## **Chavereys Limited** 

## **Iain Morris** 

The Goods Shed Jubilee Way Faversham Kent ME13 8GD England 

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

- 8 - 



## **Borde Hill Garden Limited** 

## **Statement Of Financial Activities Including Income And Expenditure Account** 

## **For The Year Ended 31 March 2025** 

|**Unrestricted**<br>**Restricted**<br>**funds**<br>**funds**<br>**2025**<br>**2025**<br>**Notes**<br>**£**<br>**£**<br>**Income and endowments from:**<br>Donations and legacies<br>**3**<br>**12,441**<br>**316,818**<br>Charitable activities<br>**4**<br>**315,828**<br>**-**<br>Reinventing Borde Hill<br>project grants<br>**5**<br>**-**<br>**30,537**<br>Investments<br>**6**<br>**9**<br>**-**<br>Other income<br>**7**<br>**2,461**<br>**-**<br>**Total income**<br>**330,739**<br>**347,355**<br>**Expenditure on:**<br>Raising funds<br>**8**<br>**-**<br>**30,823**<br>Charitable activities<br>**9**<br>**325,942**<br>**-**<br>**Total expenditure**<br>**325,942**<br>**30,823**<br>Net gains/(losses) on<br>investments<br>**14**<br>**(130)**<br>**-**<br>**Net income/(expenditure)**<br>**4,667**<br>**316,532**<br>Transfers between funds<br>**(2,492)**<br>**2,492**<br>**Net movement in**<br>**funds**<br>**11**<br>**2,175**<br>**319,024**<br>**Reconciliation of funds:**<br>Fund balances at 1 April 2024<br>**12,544**<br>**14,246**<br>**Fund balances at 31 March**<br>**2025**<br>**14,719**<br>**333,270**|**Total**<br>**Unrestricted**<br>**Restricted**<br>**funds**<br>**funds**<br>**2025**<br>**2024**<br>**2024**<br>**£**<br>**£**<br>**£**<br>**329,259**<br>_4,288_<br>_2,500_<br>**315,828**<br>_41,028_<br>_-_<br>**30,537**<br>_-_<br>_40,000_<br>**9**<br>_81_<br>_-_<br>**2,461**<br>_10,706_<br>_-_<br>**678,094**<br>_56,103_<br>_42,500_<br>**30,823**<br>_5,426_<br>_192,449_<br>**325,942**<br>_106,273_<br>_-_<br>**356,765**<br>_111,699_<br>_192,449_<br>**(130)**<br>_3,472_<br>_-_<br>**321,199**<br>_(52,124)_<br>_(149,949)_<br>**-**<br>_(29,295)_<br>_29,295_<br>**321,199**<br>_(81,419)_<br>_(120,654)_<br>**26,790**<br>_93,963_<br>_134,900_<br>**347,989**<br>_12,544_<br>_14,246_|**Total**<br>**2024**<br>**£**<br>_6,788_<br>_41,028_<br>_40,000_<br>_81_<br>_10,706_<br>_98,603_<br>_197,875_<br>_106,273_<br>_304,148_<br>_3,472_<br>_(202,073)_<br>_-_<br>_(202,073)_<br>_228,863_<br>_26,790_|
|---|---|---|



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

- 9 - 



## **Borde Hill Garden Limited** 

## **Balance Sheet** 

## **As At 31 March 2025** 

|**Notes**<br>**Fixed assets**<br>Tangible assets<br>**16**<br>Investments<br>**17**<br>**Current assets**<br>Debtors<br>**18**<br>Cash at bank and in hand<br>**Creditors: amounts falling due within one**<br>**year**<br>**19**<br>**Net current assets/(liabilities)**<br>**Total assets less current liabilities**<br>**Creditors: amounts falling due after more**<br>**than one year**<br>**20**<br>**Net assets**<br>**The funds of the charity**<br>Restricted income funds<br>**22**<br>Unrestricted funds<br>**23**|**£**<br>**61,788**<br>**170,087**<br>**231,875**<br>**(66,773)**|**2025**<br>**£**<br>**207,469**<br>**36,829**<br>**244,298**<br>**165,102**<br>**409,400**<br>**(61,411)**<br>**347,989**<br>**333,270**<br>**14,719**<br>**347,989**|**£**<br>_30,897_<br>_17,463_<br>_48,360_<br>_(66,785)_|**2024**<br>**£**<br>_79,996_<br>_36,959_<br>_116,955_<br>_(18,425)_<br>_98,530_<br>_(71,740)_<br>_26,790_<br>_14,246_<br>_12,544_<br>_26,790_|
|---|---|---|---|---|



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 March 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 ......................... 

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

Mr A Stephenson Clarke 

## **Director** 

Company registration number 00867120 (England and Wales) 

- 10 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements For The Year Ended 31 March 2025** 

## **1 Accounting policies** 

## **Charity information** 

Borde Hill Garden Limited is a private company limited by guarantee incorporated in England and Wales. The registered office is Borde Hill, Borde Hill Lane, Haywards Heath, West Sussex, RH16 1XP, England. 

## **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, with the exception of investments which are included at market value. 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. 

- 11 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 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 Tangible fixed assets** 

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. 

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: 

Plant and equipment 20% reducing balance 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of financial activities. 

## **1.7 Fixed asset investments** 

Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date.  Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred. 

## **1.8 Retirement benefits** 

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. 

## **1.9 Leases** 

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed 

## **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. 

- 12 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

- **3 Income from donations and legacies** 

||**Unrestricted**|**Restricted**|**Total**|**Unrestricted**|**Restricted**|**Total**|
|---|---|---|---|---|---|---|
||**funds**|**funds**||**funds**|**funds**||
||**2025**|**2025**|**2025**|**2024**|**2024**|**2024**|
||**£**|**£**|**£**|**£**|**£**|**£**|
|Donations and gifts|**12,441**|**316,818**|**329,259**|_4,288_|_2,500_|_6,788_|



## **4 Income from charitable activities** 

|||**Unrestricted**|**Unrestricted**|
|---|---|---|---|
|||**funds**|**funds**|
|||**2025**|**2024**|
|||**£**|**£**|
||**Garden**|||
||Admissions, memberships and tours|**315,828**|_41,028_|
|**5**|**Income from reinventing borde hill project grants**|||
|||**Restricted**|**Restricted**|
|||**funds**|**funds**|
|||**2025**|**2024**|
|||**£**|**£**|
||Reinventing Borde Hill project grants|**30,537**|_40,000_|
|**6**|**Income from investments**|||
|||**Unrestricted**|**Unrestricted**|
|||**funds**|**funds**|
|||**2025**|**2024**|
|||**£**|**£**|
||Interest receivable|**9**|_81_|



- 13 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

## **7 Other income** 

||**Unrestricted**|**Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2025**|**2024**|
||**£**|**£**|
|Net gain on disposal of tangible fixed assets|**1,125**|_-_|
|Income from quoted investments|**1,145**|_1,065_|
|Rental income|**-**|_9,450_|
|Other income|**191**|_191_|
||**1,336**|_10,706_|



## **8 Expenditure on raising funds and community engagement** 

|**Unrestricted**<br>**Restricted**<br>**funds**<br>**funds**<br>**2025**<br>**2025**<br>**£**<br>**£**<br>**Fundraising, publicity and community engagement**<br>Community engagement<br>**-**<br>**404**<br>National Lottery Project<br>fundraising and events<br>**-**<br>**6,800**<br>Professional fees<br>**-**<br>**-**<br>Rental property costs<br>**-**<br>**-**<br>Staff costs<br>**-**<br>**18,739**<br>Support costs<br>**-**<br>**4,880**<br>**-**<br>**30,823**|**Total**<br>**Unrestricted**<br>**Restricted**<br>**funds**<br>**funds**<br>**2025**<br>**2024**<br>**2024**<br>**£**<br>**£**<br>**£**<br>**404**<br>_-_<br>_-_<br>**6,800**<br>_-_<br>_-_<br>**-**<br>_-_<br>_156,285_<br>**-**<br>_1,871_<br>_-_<br>**18,739**<br>_-_<br>_36,164_<br>**4,880**<br>_3,555_<br>_-_<br>**30,823**<br>_5,426_<br>_192,449_|**Total**<br>**2024**<br>**£**<br>_-_<br>_-_<br>_156,285_<br>_1,871_<br>_36,164_<br>_3,555_|
|---|---|---|
|||_197,875_|



- 14 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

## **9 Expenditure on charitable activities** 

|**Direct costs**<br>Depreciation<br>Garden purchases<br>Garden event purchases<br>Plant archiving<br>Machinery costs<br>Rent and rates<br>**Share of support and governance costs (see note 10)**<br>Support<br>Governance<br>**Analysis by fund**<br>Unrestricted funds|**Garden**<br>**2025**<br>**£**<br>**17,539**<br>**21,559**<br>**19,973**<br>**1,208**<br>**5,138**<br>**12,855**<br>**78,272**<br>**242,120**<br>**5,550**<br>**325,942**<br>**325,942**|**Garden**<br>**2024**<br>**£**<br>_17,846_<br>_8,016_<br>_440_<br>_1,083_<br>_4,902_<br>_247_|
|---|---|---|
|||_32,534_<br>_55,924_<br>_17,815_|
|||_106,273_|
|||_106,273_|



**10 Support costs allocated to activities** 

|**Fundraising**<br>**2025**<br>**£**<br>**_Basis of allocation_**<br>Staff costs<br>_% apportionment_<br>**-**<br>Repairs, maintenance and<br>cleaning<br>_% apportionment_<br>**-**<br>Insurance<br>_% apportionment_<br>**-**<br>Light and heat<br>_% apportionment_<br>**-**<br>Office and sundry<br>_% apportionment_<br>**-**<br>Bank and card charges<br>_Direct apportionment_<br>**213**<br>Loan interest<br>_Direct apportionment_<br>**4,667**<br>Hire purchase interest<br>_% apportionment_<br>**-**<br>Advertising and marketing _% apportionment_<br>**-**<br>Governance<br>_% apportionment_<br>**-**<br>**4,880**|**Garden**<br>**2025**<br>**£**<br>**173,837**<br>**14,259**<br>**5,927**<br>**8,401**<br>**19,418**<br>**4,717**<br>**1,867**<br>**3,017**<br>**10,677**<br>**5,550**<br>**247,670**|**Total**<br>**2025**<br>**£**<br>**173,837**<br>**14,259**<br>**5,927**<br>**8,401**<br>**19,418**<br>**4,930**<br>**6,534**<br>**3,017**<br>**10,677**<br>**5,550**<br>**252,550**|**Total**<br>**2024**<br>**£**<br>_47,185_<br>_-_<br>_222_<br>_1,310_<br>_3,318_<br>_583_<br>_1,867_<br>_2,374_<br>_2,622_<br>_17,813_|
|---|---|---|---|
||||_77,294_|



Support costs which directly relate to the National Lottery Project have been allocated to the restricted fund. For all other overheads, management consider the apportionment of costs between the Lottery Project and the ordinary trading activity at the end of the financial year on a just and reasonable basis. 

- 15 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

|**11**|**Net movement in funds**|**2025**|**2024**|
|---|---|---|---|
|||**£**|**£**|
||The net movement in funds is stated after charging/(crediting):|||
||Fees payable to the charity's independent examiner:|||
||- for the independent examination of the charity's financial statements|**750**|_750_|
||- for other financial services|**4,800**|_14,263_|
||Depreciation of owned tangible fixed assets|**17,539**|_17,117_|
||Profit on disposal of tangible fixed assets|**(1,125)**|_-_|



## **12 Trustees** 

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

## **13 Employees** 

The average monthly number of employees during the year was: 

|The average monthly number of employees during the year was:|||
|---|---|---|
||**2025**|**2024**|
||**Number**|**Number**|
|Trustees|**6**|_6_|
|Staff - jointly employed with Borde Hill Events Limited|**35**|_-_|
|Total|**41**|_6_|
|**Employment costs**|**2025**|**2024**|
||**£**|**£**|
|Wages and salaries|**186,827**|_83,349_|
|Social security costs|**11,753**|_-_|
|Other pension costs|**3,365**|_-_|
||**192,576**|_83,349_|



Borde Hill Garden Limited jointly employs staff with Borde Hill Events Limited. Under the arrangement, Borde Hill Events Limited remains the paymaster general responsible for the salary payments and recharges Borde Hill Garden Limited an agreed proportion of the wage costs. Staff costs recharged include wages in relation to the National Lottery Heritage Fund project totalling £28,108. Of this amount, £9,369 is attributable to management of the capital project and has been included in within Assets Under Construction. 

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

- 16 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

## **14 Gains and losses on investments** 

||**Unrestricted**|**Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2025**|**2024**|
|Gains/(losses) arising on:|**£**|**£**|
|Net gain/(loss) on investments|**(130)**|_3,472_|



## **15 Taxation** 

The charity is exempt from taxation on its activities because all its income is applied for charitable purposes. 

## **16 Tangible fixed assets** 

|**Tangible fixed assets**||
|---|---|
|**Assets under**<br>**construction**<br>**Plant and**<br>**equipment**<br>**£**<br>**£**<br>**Cost**<br>At 1 April 2024<br>**-**<br>**114,959**<br>Additions<br>**136,612**<br>**8,400**<br>At 31 March 2025<br>**136,612**<br>**123,359**<br>**Depreciation and impairment**<br>At 1 April 2024<br>**-**<br>**34,963**<br>Depreciation charged in the year<br>**-**<br>**17,539**<br>At 31 March 2025<br>**-**<br>**52,502**<br>**Carrying amount**<br>At 31 March 2025<br>**136,612**<br>**70,857**<br>At 31 March 2024<br>_-_<br>_79,996_|**Total**<br>**£**<br>**114,959**<br>**145,012**|
||**259,971**|
||**34,963**<br>**17,539**|
||**52,502**|
||**207,469**|
||_79,996_|



## **17 Fixed asset investments** 

||**Listed**|
|---|---|
||**investments**|
||**£**|
|**Cost or valuation**||
|At 1 April 2024|**36,959**|
|Valuation changes|**(130)**|
|At 31 March 2025|**36,829**|
|**Carrying amount**||
|At 31 March 2025|**36,829**|
|At 31 March 2024|_36,959_|



- 17 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

|**18**<br>**Debtors**<br>**Amounts falling due within one year:**<br>Trade debtors<br>Other debtors<br>Prepayments and accrued income<br>**19**<br>**Creditors: amounts falling due within one year**<br>**Notes**<br>Obligations under finance leases<br>Trade creditors<br>Other creditors<br>Accruals and deferred income<br>**20**<br>**Creditors: amounts falling due after more than one year**<br>**Notes**<br>Obligations under finance leases<br>Other creditors<br>**21**<br>**Retirement benefit schemes**<br>**Defined contribution schemes**<br>Charge to profit or loss in respect of defined contribution schemes|**2025**<br>**£**<br>**5,804**<br>**4,113**<br>**51,871**<br>**61,788**<br>**2025**<br>**£**<br>**10,500**<br>**45,114**<br>**6,000**<br>**5,159**<br>**66,773**<br>**2025**<br>**£**<br>**26,724**<br>**34,687**<br>**61,411**<br>**2025**<br>**£**<br>**3,365**|**2024**<br>**£**<br>_-_<br>_29,980_<br>_917_|
|---|---|---|
|||_30,897_|
|||**2024**<br>**£**<br>_18,611_<br>_36,123_<br>_6,000_<br>_6,051_|
|||**66,785**|
|||**2024**<br>**£**<br>_31,053_<br>_40,687_|
|||**71,740**|
|||**2024**<br>**£**<br>_-_|



The charity operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the charity in an independently administered fund. 

- 18 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued) For The Year Ended 31 March 2025** 

## **22 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 April**|**Incoming**|**Resources**|**Transfers**|**At 31 March**|
|---|---|---|---|---|---|---|
|||**2024**|**resources**|**expended**||**2025**|
|||**£**|**£**|**£**|**£**|**£**|
|||**14,246**|**347,355**|**(30,823)**|**2,492**|**333,270**|
|**Previous Year:**|**At**|**1 April**|**Incoming**|**Resources**|**Transfers**|**At 31 March**|
|||**2023**|**resources**|**expended**||**2024**|
|||**£**|**£**|**£**|**£**|**£**|
|||_134,900_|_42,500_|_(192,449)_|_29,295_|_14,246_|



## **23 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 April**|<br>**Incoming**|<br>**Incoming**|**Resources**|**Transfers**|**Gains and**|**At 31 March**|
|---|---|---|---|---|---|---|---|---|
|||**2024**|**resources**||**expended**||**losses**|**2025**|
|||**£**||**£**|**£**|**£**|**£**|**£**|
|General funds||**12,544**||**330,739**|**(325,942)**|**(2,492)**|**(130)**|**14,719**|
|**Previous Year:**|**At**|**1 April**|<br>**Incoming**||**Resources**|**Transfers**|**Gains and**|**At 31 March**|
|||**2023**|**resources**||**expended**||**losses**|**2024**|
|||**£**||**£**|**£**|**£**|**£**|**£**|
|General funds||_93,963_||_56,103_|_(111,699)_|_(29,295)_|_3,472_|_12,544_|
|**Analysis of net assets between**|||**funds**||||||
|||||||**Unrestricted**|**Restricted**|**Total**|
|||||||**funds**|**funds**||
|||||||**2025**|**2025**|**2025**|
|||||||**£**|**£**|**£**|
|**At 31 March 2025:**|||||||||
|Tangible assets||||||**70,857**|**136,612**|**207,469**|
|Investments||||||**36,829**|**-**|**36,829**|
|Current assets/(liabilities)||||||**(31,556)**|**196,658**|**165,102**|
|Long term liabilities||||||**(61,411)**|**-**|**(61,411)**|
|||||||**14,719**|**333,270**|**347,989**|



## **24 Analysis of net assets between funds** 

- 19 - 



## **Borde Hill Garden Limited** 

## **Notes To The  Financial Statements (Continued)** 

## **For The Year Ended 31 March 2025** 

|**24**|**Analysis of net assets between funds**|||**(Continued)**|
|---|---|---|---|---|
|||**Unrestricted**|**Restricted**|**Total**|
|||**funds**|**funds**||
|||**2024**|**2024**|**2024**|
|||**£**|**£**|**£**|
||**At 31 March 2024:**||||
||Tangible assets|_79,996_|_-_|_79,996_|
||Investments|_36,959_|_-_|_36,959_|
||Current assets/(liabilities)|_(32,671)_|_14,246_|_(18,425)_|
||Long term liabilities|_(71,740)_|_-_|_(71,740)_|
|||_12,544_|_14,246_|_26,790_|



## **25 Related party transactions** 

The following amounts were outstanding at the reporting end date: 

||**Amounts owed to**|**related**|
|---|---|---|
||**parties**||
||**2025**|**2024**|
||**£**|**£**|
|Other related parties|**55,366**|_60,857_|
||**55,366**|_60,857_|



The R N S Clarke Will Trust has made an unsecured long-term loan to the company. The loan is subject to interest at 4% per annum. £40,687 (2024: £46,687) remains outstanding at the year end and is included in other creditors. During the year, interest of £1,867 was paid on the loan. 

An additional £300 is due to the The R N S Clarke Will Trust and included in trade creditors in respect of outstanding rent payable. During the year, the Charity incurred costs totalling £1,622 for rent payments and insurance recharged from the Trust. 

During the year, the company recognised income collected by Borde Hill Events Limited on behalf of Borde Hill Garden Limited of £314,483 in respect of admissions, tours and donations. The company owed staff costs and other expenses of £323,118 incurred by Borde Hill Events Limited and recharged to Borde Hill Garden Limited. The balance outstanding at the year-end due to Borde Hill Events Limited is £14,379 (2024: £14,169) and is included in trade creditors. 

The charity has leased a tractor, mulcher and mower on HP agreements. These assets have been lent to Borde Hill Events Limited for the maintenance of the gardens in exchange for Borde Hill Garden Ltd paying the running costs and maintaining the assets. 

During the year, a loan of £200,000 was advanced to the company by Mr A Stephenson Clarke, a director of the company. There were no repayment terms for the loan. Interest of 4% was charged on the loan before it was turned into a donation at the year end. Total interest of £4,667 was paid to the director during the year. 

- 20 - 



## **Borde Hill Garden Limited** 

## **Trustees' Report (Including Directors' Report) (Continued) For The Year Ended 31 March 2025** 

## _Organisational structure_ 

The Charity has a Council of Management which consists of two of the directors of the Charity (Ordinary Council Members), a maximum of six Organisational Nominees, a maximum of three Stephenson Clarke Representatives, a maximum of three Ex-Officio Members and a maximum of three Co-Opted Individuals. The chairman of the Borde Hill Garden Council (Council Chairman) shall be appointed by the Trustees. The Council Members shall be appointed on a yearly basis or such other term as the directors may decide. 

## **Directors (Ordinary Council Members)** 

Andrewjohn Patrick Stephenson Clarke Jay Robin Goddard 

## **Organisational Nominees** 

Royal Botanic Gardens Edinburgh – David Knott The Royal Horticultural Society – Dr Tim Upson (Council Chairman) Cambridge University Botanic Garden – Sally Petitt 

## **Stephenson Clarke Representatives** 

Eleni Charalambos Stephenson Clarke 

## **Ex-Officio Members** 

James Murray Gouvenot Gardiner 

## **Vacancies for organisational nominees** 

Plumpton College The Chelsea Physic Garden Royal Botanic Garden Kew – Wakehurst Place 

## **Co-opted individuals** 

Lionel de Rothschild David Millais Peter Mills Philip Eastell Philip Holmes 

The day to day affairs of the Charity are managed by Managing Director Jay Goddard and the Executive Manager, Karen Manton-Cook. 

## _Induction and training of trustees_ 

Potential new Trustees are invited to a meeting with the existing Trustees before their election, and are given an introduction to the operation and activities of the company. 

## _Relationship with related parties_ 

Borde Hill Events Limited operates the non-charity related activities undertaken at the Garden, and is responsible for all associated costs including staff and asset maintenance. Borde Hill Events Limited is a company majority owned by Mrs Jay Goddard. Mr Andrewjohn Stephenson Clarke and Mrs Eleni Stephenson Clarke are also shareholders as well as directors of Borde Hill Events Ltd. 

The Trustees' report was approved by the Board of Trustees. 

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

Mr A Stephenson Clarke **Director** 

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

- 6 - 

