Company registration Iiumber.. 00927203 Charity registration number.. 255424 Royal Exchange Theatre Company Limited (A company limiied by guarantee) Annual Report alld Financial Statements for the Year Ended 31 March 2024 Royal Exchange Theatre Company Limited Contents Reference and Administrative Details Trustees, Report 2to 13 Independent Auditors. Report 14to 16 Con501idated Statement of Fiiiancial Activities Con501idated Balance Sheet Balance Sheet 19 Consolidated Statement of Cash Flows 20 Notes to the Financial Statements 21 to44 Royal Exchange Theatre Company Limited Refer¢n¢¢ and Administrative D¢t#ils Tru5t¢es Armoghan Mohammed, Chair Joanne Taylor, Chair Finance and Scrutiny Committee Rachel Armstrong Afthan D'Sousa-Lodhi Ellen Hanlon Nicole May Eva S¢otL (resigned 26 September 2024) Joanna Taylor Gurjeet Sin HRH The Duke of Edinburgh KG GCVO Patro Secretary Stephen Freeman Exeeutive Director Stephen Freen)an Charitv Registration Number 255424 Company Registration Number 00927?Oi Rtgisttred Office St Ann's Square Manchesier M2 7DH Auditor Beever and Strnthers Chartered Accountants One Express l Gcorge Leigh Street Manchcster M4 5DL Solicitors Hempsons LLP Windmill Greeii 24 Mount Street Manchester M2 3NX Bankers National Westminster Bank 19 Market Street Manchester MI IWR Page I Royal Exchange Theatre Company Limited Trust¢¢s' Report The trustees. who are directors for the purposes of company law, present the aiinual report tobFether with the financial Statements and auditors, report of the charitable conipany for the J'ear ended i l March 2024. It is sadly necessary to begiii the report for the year by paying tribute to Kate Vokes who died in January 2024. Kate joined the board in 2021. latterly taking up the role of Deputy Chair. As a trustee she w'as exceptional. Kate was ambitious and encouraging for our creative joumey ahead. believing that storytelling and sharing in live theatre can make significant change to the lives of the people who get involved be that by simply watching a show or taking part. We shall miss the ways in which she challenged and supported us to be brave and bold. 2023124 has beell a memorable year with a significant shift in audience recovery, completing the restructure of the theatre's Executive and Leadership team follo1￿Illg the departure of Roy Alexander Weise and Bryony Shanahan in September 2023, and the continued success of our extensive engagement and artist development programmes. Our produced programme incliided a range of partners - Manchester Internation81 Festival, The Young Vic, Headlong and Tamasha. From audiences of 34,811 in our firsi full year of operation following the pandemic, we increased 10 over 99,000 for oiir main hoiise productions in 9023124. Throughoiit the financial year there were eight main stage productions including two World Premieres, and with a significant increase in box offjce income to £?.5m (2022D3.. £1.7m) as audiences continued to retum. Over 18,000 people joined us to experience the powerful World Pretniere of SHED.. EXPLODED VIEW and uniitled Pck m.ss s'°gon play. Both previous Bruntwood Prize for Playwriting Winners. untiiled t¥ck m ss s 'gon play transferred io the Young Vic after a successful run iii Manchesier as part of MIF23. There were over 14,000 attendances in our engagement programmes, and we introduced our highly successful Schools Maiinees for GREAT EXPECTIONS and ROMEO & JULIET with these becoming an ongoing commitment iii our programming. In August, we brought our inobile theatre. the Det), to The East Manchester Academy for a Cominunity Festival. Niiie days of eveiits, performances, workshops and activitie5, co-created and delivered by a 12-strong Ambassador team of residents fron) Beswick. Opei)shaw and Clavton. The programine included professional produttioi)s from Manchester-based companies, and opportunities for residents to take centre-stage. Show tickets were £1 to secure a seat, or free if you took a chance on the day. All other activities were free. 'It brought people in who may never seen theatre. Told stories never heard. Consolidgtes community in an area people feel disconnected"_ Audience Feedback Objectives and aetivities We change the way people see theatre, each other gnd the world around them. We connect. and art 15 our vehicle. By experiencing theatre together or takiiig part, ￿..e provide transfomiative point5 of connection and exchat]ge, reminding us of who ￿..e are and what we share with the people around lls. Our role in bringing joy and entertainment to people is critical. Being an accessible world-class theatre and a thriving civic space is central to our vision. To achieve this, coll(Iboratioii and partnership is paramount. We will shine a li¥ht oli what is good in our society ai)d will share Stories that question what a better future looks like for all of u5. Page 2 Royal Exchange Theatre Company Limited Trust¢¢s' Report Objects aims Our vision and mission have been created to enable lls to further our purposes, otherwise known as our charitable objects, as set out in our governing docutnent. our articles of as50ciation'. .To promote and advance the arts and culture including in particular (but i)ot exclusively) by providing (or asglsting in the provisioi) ofj theatrital pr(Kluctions of high quality and relevance to the commuiiities served by the Charity: and .To promote and advance education in the arts and culture in particular (but not exclusively) by providing (or asglsting ii) the provigion OO programines, projects. Lourses. sessions or other educational activities 01) the subject of drama and theatre: educational and training opportunities for aspiring artists and theatre-makers: and films. books, literature. exhibitions and other materials or media on the subject of theatre and drnma. A¢tivilies We are the North West's largest and only full-time, text-based producing theatre. We present work in our unique modular theatre-in-the-roiiiid a5 well as Spaces across Greater Manchester, in oiir equally unique pop-up theatre, the Den. Our exeinplary engagFement work with the people of Greater Manchester stands side-by-side with the theatre we produce. In 2023,:'?4 the quality of oiir M'ork was recoiTlli5ed with am'ard iiominations in the UK Theatre AH'ards {Be5t New Pla),: untitled Pck m s5 s goii play, a Royal ExchanLFe Theatre. Factory International for Manchester International Festival, Young Vic Theatre and Headlong co-production), and wins at the Manthestei Culture ANwards (Best Business Parti)ership'. The Biuntw'ood Prize for Playw'riting and Made in Manchester.. Cold Chips and Pick N Mix by Sonia Jalaly). Page 3 Royal Exchange Theatre Company Limited Trust¢¢s' Report Fundruising di5clo3ures Royal Exchange Theatre is a re¥istered charity and 15 re¥15tered with and complies with curretjt regulations and best practice set out by the Fundraising Regulator. Our main fundraising income comes froin institutioiial funders ii)cluding Arts Council England and Greater Manchester Combined Authority. Additional fundraising con)es through the generous support of individuals, Lharitable trusts and foundaiions and businesses. Fui)draised income supports all aspects of our programme including our creative leaming and engagenient programme. our talent development strands of work, new writii)g as well as contributing towards core cogts. Responsibility for fundraising is delegated by RET'S trustees to the Executive team who manage the operational delivery of activity. In 2023124 the Development Team expanded to include two dedicated roles w'orking alongside the Development Director l Deputy Chief Executive. We did not engage any consultants or external fundraisers during the year. When we do engage with external fundraisers. we require them to comply with the Code of Fundraising Practice and ensure that the correct safeguards are in place to protect donors and members of the public as ￿'ell as the reputation of the charity. We have a detsiled fundraising plan, with targets benchmarked against Arts Coiincil England research into performance M'ithin the sector, and we monitor progress against these tsrgeis on a monihly and qugrterly basis. Fundraising activity and performance against target are reported qugrterly to the Board by the Development Direciorl Depury Chief Executive. The Development team works closely with the Marketing team to ensure that all COTnmunications with those registered on our database (be they active siipporters or not) are compliant with the requirements of the UK Get]eTal Data Protection Regiilation (2018). Specific Direct Mail fundraisiiig coinmunications are distributed on an 'opt in" basis ￿..ith the way to opt out promit]ently positioned with the exception of those communication .hich fulfil our contract with our Meinbers. Our Privacy Policy ￿'hich oiitlines how personal iiiforniatioii will be used 15 available oli the website and in all e-lnail conitnunications. We e115ure there are no intrusions on a per50n'5 privacy, lio unreasonable per51Stence and lio undlle pre55ure on any persoiis to give moiiey or other property. Our contact detai15 are clearly listed 011 our website shoiild aiiy person wish to ra15e complaint5 or concern5 about our fundrai5iii¥ activity. Sliould a coinplaint be raised, it will be responded to withiii 14 day5 b}. the Director DevelopmendDeputy Executive Director. Any serious complaini w'ould be escalated io the Leadership Team and Trustees so they can consider lessons leamt. Public benefil As deinonstrated by the Vision, Mission and strategic aims. the public and public benefit sits at the heart of all our activity. The trustees have considered the Charity Commission's guidance on public benefit in developing the organisation's strdtegic aims, planning its activities and pricing policy. Our activity is also infornied by the aims of our principal publi¢ funders Arts Couiicil England {ACE) and th¢ Greater Manchester Combined Authoritv IGMCA). Arts Council's 'Let's Create" stratcgy has infomi¢d our strategy and business plaiiniiig a5 have the GMCA'5 Greater Manchester Strategic priorities. Oiir progFramine is plaiined to engFabFe a broad audience aiid deliver tarbFeted audience development activities around prodiictions to help u5 build an audience that 15 reflective of Greater Manchester. Tlie EngagFement programme provides extensive learning and participation opportuiiitie5 each year, both at the theatre and in communitie5 across Great Manchester. Theie is free public access most days to our historic building, the Great Hall, Manthester's fomier cottoi) exchange, in w'hich the theatre module. public livii)g room and oui café is situated. Page 4 Royal Exchange Theatre Company Limited Trust¢¢s' Report The trustees confiTm that tliey have complied with the reqiiirements of sectioii 17 of the Charities Act 2011 to have due regard to the public benefit guidaiice published bj. the Charity Commission for EngFland and Wales. Ilse of volunleers A team of over 90 volunteers suppon the theatre in various roles including marketing, fundraising and front of house. In 2022123 they provided over 1,600 volunteering hours. RET'S engagement and Volunteer manager is responsible for Volunteer recruitment. training and on-boarding. Achievefftents and performance 2023124 marked the first full year of delivery under the new Business Plan for 2023 2028. The year was envisaged to allow us io build a solid foiindation for gr0￿h by focussing on longer terni artistic planning, reengagement of audiences and increased stsff capacity to support our Six Strategic Aims. l.Exceptional theatre: in a space like no other. 2.we are a sustsinable charity that navigates Change. balancing gmbition and financial responsibility. 3.we keep our audiences close and open doors for new people to join in. 4.we understand our local communities and our civic role, to ensure we have the greatest impact for the people and partners across Greater Manchester. 5.we are an organisation that people want to WOTk for and with. 6.our enviroiimental responsibility and impact are a consideratioi) ii) all our decision making. AIM I.. EXCEPTIONAL THEATRE IN A SPACE LIKE NO OTHER 2023124 brought extraordinary theatre makers together to experience sharply observed productions showcasing our commitment to new stories alongside classic dramas that have stood the test of time. We were delighted to open up the Royal Exchange to partners based in Manchester, alongside artists from London, Sydney and New York. Aloiifjside huge and familiar dramas CAT ON A HOT TIN ROOF (which finished it's ruli as ￿'e StcP￿d into the 20?3124 year), ROMEO & JULIET and GREA T EXPECTA TIONS breathcd life iiito two powcrful 2019 BriiiitH'ood Prize for PlaJTrvriting winners.. Kimber Lee's breathtaking untitled Pck m ss s gon play and Phocbe Éclair Powells SHED.. EXPLODED VIEW.. We also brought the European Premiere of Mariek¢ Hardy's brilliant NO PA Y? NO WA Y? a sharply observed new version of Dario Fo's 1974 pla). to the stage. A Tllu5ical is the beating heart of ChrislJnas at the Exchai)ge aiid Emma Rice'5 adaptation of Noel Cowards iconic BRIEF ENCOUNTER as part of Coward's 125th celebrations led us into 20?4. A5 the year drew to a close audiences flocked to experience Shelauh Delaney'5 iconic play A TASTE OF HONEY a sliarply observed portrait of workiiig class life in Salford in the late 1950's. Page 5 Royal Exchange Theatre Company Limited Trust¢¢s' Report Productions Presented iii 2023124 CA T ON A HOT TIN ROOF, by Teiines5ee Williams, directed by Roy Alexander Weise 'IVs a fresh, coinpelling and, at times, a sutpri5ingly moviiig take 01) one of the great 20th century play5" 44 Lancashire Telegraph NO PAY? NO WAYI by Dario Fo and Franca Roma, ii) a new versioi) by Marieke Hardy. UK Premiere. Directed by Bryony Shanahan. "A really enjoyable and thought provoking pla}, which had me laughing and Ihen left me speechless at the end and thinking aboui it all the ￿'aY home. Really strong performances by everyone., Audience Response UNTITLED F*CK M*SS S**GON PLA Y by Kimber Lee, directed by Roy Alexander Weise. World Premiere. Co-produced by Royal Eychgnge Theatre, Factory Internglional for Manchesier Intern81ional Festival, Young Vic and Headlong. 'Punky, polemical and stingingly fresh...Ferociously fiinny satire calls out centuries OT colonialist dramas, 4* The Guardian GREAT EXPECTATIONS by Charles Dickens, adapted by Tanika Gupta, directed by Pooja Ghai. A Royal Exchange Theatre and Taina5ha co-productioii. There is much to admire in thi5 big 51ice of theatrical storytellin¥ 4* The Times ROMEO & JULIET, by William Shakespeare, directed by Nicholai La Ba￿le. 'a highly accessible version of a classic text which reveals unexpected aspects of characters and make for an engrossin& if parochial, production.. The Reviews Hub No¥1 Coward's BRIEF ENCOUNTER. adapted for the stage by Emma Rice, directed by Sarah Frankcom. 'intelligenL humorL)us. heart-breaking sad prLThJuction that honours Coward's original dram4 while also speaking to our om'n, more cosmopolitan times., 4° The Telegraph •SHED= EXPLODED VIEW, by Phoebe Eclair- Powell, directed by Airi Banerjee. WL)rld Premiere. Heartbreaking, ai times brutal. intensely moving and is iotslly captivating 4.5° Lancashire Telegraph. Page 6 Royal Exchange Theatre Company Limited Trust¢¢s' Report Engagement Side-by-side with our main theatre programine our extensive Engagement pro￿7mMe continued to impact on Greater Manchester schoo15. youiig people, E￿ISts and comtnunities. In 202i124 we delivered 823 sessions working with 9.095 people. providing 14,217 participations. RET'S work with schools and colleges grew considerably in 2023, thanks to a new funded Schools Co-ordinator Role. Tl)is yeai we piloted two successful School and College Days alongside our Autun)n Productions, Great Expectations and Roineo & Juliet. Students were invited to a full day of workshops, talks and demonstrations with cast, creatives and staff at the theatre, an exclusive perfomiance of the show just for them followed by a Q&A. For Great Expectations. we welcomed 300 young people from 12 schools into the theatre. which included a breakdown of the rehearsal process on stage from a number of the scenes with Tamasha's Gitika Buttoo and the cast. We also offered a wigs, hair and make up workshop, an opportunity to create their own sound and lighting states for the show and an interactive tslk on adaptations by the writer Tgnika Gupta. In the Great Hall there was a live resource pack of the show, with c05tuines on display, production and rehearsal Shots, exclusive iiiterview5 and the model box. For our Romeo & Juliet Schoo15 and Colle¥e5 Day, we built oil the 5ucces5 of the previous event, to welcome 609 students froTn 16 different schoo15 into the theatre. The day began with ali introductioii to the show and scene breakdowns, led by the director Nicholai La Barrie. Sound Desigiier and Composer Mark Melville demonstraied and led a talk discussing the sound elements of the shLlW, followed by each school creating their own live soundscape ol'manchesier. Following a costume presentation. 4 studenis volunieered to be dressed as Romeo or Juliet. the rest of the audience Vllted if they should be in traditional Shakespearian or modern items. ending in a catwalk across the siage, to rapturous applause. The perfomiance was also followed by an engaging and interactive Q&A with cast and creatives. I have never been to the theatre before and didn't know this place even existed. I have already text my mum to come back for a cotTee and to see ROMEO & JULIET. Student feedback on GREAT EXPECTATIONS Schools Day Nicholai s explgnation of how to understand Shakespe1￿ alld comparing it to rapping. Running the scene several times in Shakespeare and modern day. I thoiight it was a brilliani hook for the stiidents and eased them into the day. It mgde Shakespeare accessible for them. - Teacher feedback on ROMEO & JULIET Schools Day The Elders Programjne is a celebratioji of ageing and creativity, at]d a place for older people to feel conjiected, be creative at]d challenge the stereotypes of ageing. The Dreani Project 15 our way of addressing und£￿epreSentstl0jl in our Elders Con)pat]y. In its second year, Dream Project 2023 (delivered in partnership 'ith the Wai Yin Society) ￿'t brought together a Comp￿lY of older East Asi￿1 and British East Asian people. Working with actor and theatre-maker Nadia Anitn they created FOUR SEASONS M'hicli played for two perfomaiices in our Studio. I like leaming from the theatre, and the team work. You need that to cooperate with each other.... you have to put ytrurself 100 % 11)to it. Never too old to leam. you ki)ow. Participant feedback Page 7 Royal Exchange Theatre Company Limited Trust¢¢s' Report AIM 2.. WE ARE A SUSTAINABLE CHARITY THAT NAVIGA TES CHANGE, BALANCtNG AMBITION AND FINANCIAL RESPONSIBILITY. Financial review New three-year graiit agreenient5 for 2023 20?6 were confinned with Art5 Couiicil Englaiid and Greater Mai)chester Combined Autliorities within the year. Thi5 revei)ue grant fiii)dingF continues to be critical to siipport the risk within our progrdinming and our wider charitable aims. Creative Industries tax creditslrelief are also increasingly critical to our financial sustaii)ability. Income during the year amounted to £7.4m. £1.7in was received from operatioi) of the theatre, which was signifi¢ai)tly higher than the £0.5m gei)erated in 2021122 whei) the theatre was still impacted by closure due to the pai)deinic. This continues to be below pre-pandemic levels, though we saw encouraging signs of audience retum during the autumnlwinter season. Secondary income from evenis, hires, fundraising and trading continued to grow totalling £0.8m in 20?31?4 (20?2123.' £0.7m) Expenditure during the year amounted to £7.8m with £7.Om being spent on charitable activiiies. The balance of £0.8m w'as expendiiure from commercial. trading and RET Trustees activities. Net current assets were £3.66m as at 3 1 March 2024 (20•3.. £3.73m) and total net assets were £5.47m as at 31 March 2024 (2023.. £5.85m). Unrestricted reserves were £3.33m at 31 March 202412023.. £3.74m}. AIM 3.. WE KEEP OUR AUDIENCES CLOSE AND OPEN DOORS FOR NEW PEOPLE TO JOIN IN. In 2023124 the Royal Exchange Theatres productions, eveiits aiid festiva15 generated attendances of 102,013 {20?2123.' c.80,000). We contiiiue to tnake our work accessible M'ith captioned, BSL interpreted, audio described aiid 5en50ry' adapted perlomiaiices available for each production. providing 25 perlomiaiices across the year. Iii setting the level of ticket prices and concessions, we give particular consideration to accessibility for those oli low incomes and with specific needs.. a thrgeted scheme for young people under JO provides access to discounted tickets: our Arts Pot I'und subsidises workshops fees. access provision and travel for those most ii) need ol. financial assistance to see our work or participate iii our programnies", 'pay what you can" tickets continue to be offered on every performance starting from just £5: and we continue to offer a limited number of £10 tickets for the best seats in the house to every perfomiance in the iheatre, made available on a first come, first served basis. We CL)niinued creating connections and partnerships with specific groups and communities IL) SUPPOrt our aim to ensure our audience is representative of Greater Manchester providing 1,018 free tickets to schools and community groups. AIM 4.. WE UNDERSTAND OUR LOCAL COMMUNITIES AND OUR CIVIC ROLE, TO ENSURE WE HAVE THE GREATEST IMPACT FOR THE PEOPLE AND PARTNERS ACROSS GREATER MANCHESTER. Oui Local Exchange programme. funded by the Oglesby Charitable Trust and the Esmée Fairbaim Foundation undtrpins our work with Greater Manchester coinn)unities. It is an ainbitious, long-term prts¥ramine that sees the theatre take up residtncy iii Lominui)ities across Greater Manchester. In each location it builds upon existing partnerships. dewtlops new connections and brings together people, places and artists to cement long-lasting i¢latioi)ships with the Lominui)ities on our dooistep. Page 8 Royal Exchange Theatre Company Limited Trust¢¢s' Report Each year we begin a new residency developingF close relationships with local partner5 such as housing association5. librarie5. foodbanks and art5 orgFanisations to find out what's happeninu oli the ground in each area. AlonuFside these iiiitial partnerships we also recruit a group of local ambassadors, people who are passionate about the place they live in aiid excited by eveT)rthiiig that art5 and culture have to offer. Together with professional artists and the team at the Royal Exchan¥Fe we develop projects, workshops, performances and events that are tailor-made for each individual community. In additioi) to the successful Den Festival ii) Beswick (see overview), the residency moved into its Legacy Phase, which is focused on the future life for programmes ol. aLtivity initiated during the resideney - Begwick Young Company ai)d Chatt), Crafts. Together w'ith the an)bassadors we will w'ork towards a sustainable model for these programmes. '[ feel like it's helped with resilience, confidence. like creativity and stuff. And I feel like ihat's important because no matier where you go in life. it can be applied to anything you do." Beswick Young Company Member Residencies in Rochdale, Cheethgm and Lrumpsall. Tameside and Leigh were in planning or legacy modes with Ambassadors ￿'orkIng towards programmes, or continuing legacy projects. The Cheetham Ambassadors are setting themselves up as a CIC. Biiilding upon the perfonnance the}, created during the M8 Festival, an 8-week writers programme and 8-week performance progrgmme will result in a new show inspired by the stories and voices collected in their 2023 Our M8s project. These programmes will be led by two Ambassadors and professional ￿'riterS, with dramaturgical support and mentorship from creative leads at RET, building Ihe skills of the group to continue on their owi. Aloiioside this extensive programme of work in communities, we continued to open Up spaces in the Great Hall at the Royal Exchange to local community groups including Afrocats, George House Trnst and Streetwise Opcra. We also offered 43 days of free rehearsal space to artists and groups from across Greater Manchester for R&D. AIM 5.. WE ARE AN ORGANISATION THAT PEOPLE WANT TO WORK FOR AND WITH Our existing and future workforee are the most important asset to our business. With the retuni io full-iime programming in the main theaire, alongside our extensive engagement programme we increased staffing capacity in this period. We are closely mliniioring the demographics of our workforce and are striving to have a team that is reflective of Greater Manchester, our positive aciion statement is highlighted in all vacancies to encourage applications from underrepresented communities, particularly around ethnicitv and disability. To support a healthy and vibrant workplace and ensure we retain skills and expertise to drive the organisatilin fo￿ard, have delivered trdining and development in Ihe year including Race and Allyship training, LGBTQ+ awareness (through our partnership ￿1[h the LGBTQ- Arrs & Culture Network) and Domestic Abuse Awareness Training for the company and Front of House Team involved with the production of SHED.. EXPLODED VIEW. We continue 10 be a Real Living Wage Employer and a Man¢hesier Good Employment Charrer Siipporter. We have continued to M'ork closely with partner organi5ations to offer route5 into the industy including The Young Vic Creator5 Programme, Birkbeck and The Mackintosh Foundation. Alongside placements and projects 'ith these partners whicli we offered other opportunities for early careers artists including reintroducing the Observer Mot]days scheme. This Scheme allom's one local theatre maker at a]1 early stage in their career the opportujiity to "observe" rehearsals for an in-house production. An additional Jiine work experience placeinents and shadowing opportunities in oui production teams for early careei production staff. Page 9 Royal Exchange Theatre Company Limited Trust¢¢s' Report Poliry on reserves Our reserves policy 15 designed to provide available financial reserves for the following rea50n5'. To absorb potential box office shortfalls To cover significant ui)budgeted Losts To ensure we have SU￿1¢1ent resources for any non-planned capital replacement We have quantified the sums i)eeded for each reason w'hilst recognising that these are unlikely to occur simultaiieously. Overall we believe that a figure 01. £800k of free reserves (unrestricted funds not invested in rixed assets or irrevocably cominitted for other purposeg) is reasonable. This is equivalent to approximately two monihs, fixed costs in nomial Irading conditions. As at 31 March ?024. our free reserves were £3.33m (£1.49m designated and £1.84m general), substantially in excess of our iarget figure of £800k. Our free reserves were boosted by receipt of the govemment's Cultural Recovery Fund. noi all of which was speni by the year ended i l March 2023. We anticipate needing to use reserves on various items of capital expendiiure not replaced during the year ended 31 March 2024, and also as a cushion against potential box olTice shortfalls in the coming year when rebuilding audiences will be a priority. AIM 6.. OUR ENVIRONMENTAL RESPONSIBILITY AND IMPACT ARE A CONSIDEtL4TION IN ALL OUR DECISION MAKING. Our footprint for 2023124 was 503 tonnes C02, and we aim to achieve a reduction to 450 toi)nes CO in 20?4125. We completed IS014001 which provides us with a framework for establishing our ei)vironmental managemei)t svstem. This will help us to reduce waste, improve ener¥y efficiency and reduce waste management Costs. We participated again in the Indigo Act Greeii Survey, and engaged with the results which provided a beirer understsnding ol- what our audiences expect and need. As a result we engaged an accredited Carbon Literacy Trainer ro deliver Wdining laier in 20A? . Plans for future period5 Alms and objectlvesforfutureperiods In April 2024 RET announced the appointment of Selina Cartmell as the theatre's first Creative Director. Selina took up her role in August 2024 and her first progrnmme ￿111 begin in 2026 10 mark the theatre's 50th anniversary year. Selina Canmell is an award-winning Iheatre-maker. director and producer who gre￿. up in Cumbria. From 2010-9029 she was Artistic Director of the Gate Theatre. Dublin where she re-invigorated the anistic vision and programmed and commissioned se&sons of world-class productions with leading Irish and International talent. She grew ne￿ audiences, significantly diversified and championed emerging anists and transfomied gender equality. Selina s appointment underpins the Royal Exchange's commitment to developing a world-class theatre prograinme that is ambitioiis in ideas, form and scale. It builds on the Excha]ige's established roots of investiiig in artists, coinmunities and growing and diversifying aiidien¢es locally, nationally and internationally. 111 2024 we have continued a programme of trustee recruitment and su¢cession ￿'ith g particular focus on art15tslindustry expertise, HR and Finance. In Autumn 2024, trustees will bebFin a Chairllkputy Chair recruitment proce5S. Negotiations to renew our lease within Manchester's Royal Exchange building have beeli ongoing for Some time and we are contiiiuingF to work with our landlord towards sigiiing a new lease. Page 10 Royal Exchange Theatre Company Limited Trust¢¢s' Report Going eoneern Wc have set out below a review of our reserves position. We ¢urr¢ntly hav¢ adequate financial resour¢¢s for oiigi)ing operations and our planning process, which illcludes financial projections, has taken into accoiint th¢ current economi¢ cliinate alld likely l¢v¢ls of funding support. In addition we hav¢ also performed a rev¢rs¢ stress test. In deciding to prepare the financial statements on a going concern basis, th¢ tru%tees have con%ider¢d all available infom]ation about the future for a period of at least 12 Tnonths from the date of approval. The infoTmation includes fiiiancial forecasts which are underpinned by a level of gjuaranteed funding from key 5takeholder5 Arts Council EngFland and, to a lesser extent: the Greater Manchester Combiiied Aiithority. These forecast5 take iiito account the cU￿e11t econoinic climate and likely leve15 of ￿ndIng support. The Royal ExchanbFe Theatre place5 SILTnificant reliance on Arts Couiicil EnuFland graiit fundings in order to balance income and expenditure oli ai) annual basis, and NPO funding froin the Arts Council is iiow confiTmtd througl) to March 20?6. Othei funding sourtes are assuined in the fort¢asts that are not yet guardnteed but the trustees believe that there is a realistic prospect of securing them. Based on these forecasts, the tiusttes believe that the theatre can ¢oi)tinue in operdtional existence for at least the next 12 months. Trustees and Officers The trustees and offjcers serving during the year and since the year end were as follows.. Trustees.. Arnioghan Mohammed, Chair (appointed 17 April 2023) Katherine Vokes (until 29 December 2023) Joanne Taylor, Chair Finance and Scrutiny Committee Rachel Amistrong Afthan D'Sousa-Lodhi {appointed 14 D¢cemb¢r 2023) Ellen Hanlon Nicole May Eva Scott, (resigned ?6 September 2024) (appointed 12 Jui)e 2024) Joanna Taylor (appointed 14 December 2023) James Cgldwell (resigned 15 June 20231 Sally Pejini (re5igJied 15 June 20231 Aziz Rashid (resigned 15 June 20?3) Robert Venable-Greaves (resigned 14 December 2023} Gurjeet Sin¥h {appoiiited 27 June 2024} Executive DirectL)r'. Stephen Freeman Secretary.. Stephen Freeman Artistic Directors.. Bryony Shanahan {regigned JO September 20231 Roy Alexander Weise (resigned 30 September 2023) Patron.. HRH The Duke of Edinburgh KG GCVO Page 11 Royal Exchange Theatre Company Limited Trust¢¢s' Report Strueture, governanee and management 'alure olgoverning docNmenl '[ lic Royal Exchangc 'l'hcatre Company Limited is a charitable company limited by guarantee governed by its articles of association. The charitable coinpany has a number of subsidiary undcrtakijigs and branches, full details of which are given iii the notes to the financial statements. One of these subsidiary undertakings, Royal Exchange Theatre Trading Limited, houses varioiis coinmercial trading activities including catcring services, coinmercial Sponsorship. room hire and cosmine hire. Profits from these activities are gift-aided annually to the parent chaTity. The gFoverniiig body of the Royal Exchaiige Theatre Company Limited is its board of trL15tee5 wht>se ineinbers are non-executive and unpaid. The trustee5 of the charitable company are also directors for the purposes of the Companies Act aiid are also the only members of the company. Each member undertakes to contribute £ I to the assets of the company in the event of a windiiig-up. Recruilmenl appoinlnienl ollruslees Trustees are recruited and appointed ￿'hen required to maintain or enhance the expertise of the board. They are appointed for an initial term of three years ￿h1¢h ma}, be extsnded for a further three years. This ensures that the Composition of the board is regularly refreshed. Opportunities for Iriisteeship are gdvenised publicly and all llew trustees are given appropriate induction into the organisgtion. Principul risk5 and uncerlaiRlie5 A risk retsister setting out risks and steps taken to Initigate those risks is Inaintained. The risk register is reviewed quarterly at board meetings. The following is a summary of the key risks and steps taken ro avoid or mitigate them.. Box OfficE -]i7ilt4re ofprogramme lo uttrL7Ct szlfficienl audiences Balance approach to programming. ensuring sufficient offer for existing and new audiences. Engage in audience consultation. evaluation and feedback. Establish relationship M'ith high-protile creaiivesl actors. Extensive markeiing and audience research undertaken. Increased investmeni in marketing and 'above-the-line" activity. Sufficient reserves in place and designated Fund established to guard against Box Office shortfall. Capital replacement plan revisited. Move to more planned rnalntenE￿ce using outsourced setTrice. Board to approve use of resetves for high priority items iiot completed iii Previous financial year. Ghange kryper50nMel (suddgn OYFlanned) re5uIt5 i￿ability 19 deliverpro£Yammc, failure to uchieve mission Regular trustee Contact with Chief Executive. Strong leadership team and Deputy Chief Executive Siructure in place. Chair of People and Culture Committee holds oversight. Important noN-adju5ting ei'ents after the financial period In September 2024 subsequent to the balance sheet date of 31 March 2024, Royal Exchange Theatre cancelled a planned run of A Midsummer Night-s Dream as the production was abLlUI to open. This event does not adjust the financial results for the year ended 31 March 2024. The financial impact of the cancellation is being assessed and RET plans to take appropriate stsps to address any implications arising from this event. Page 12 Royal Exchange Theatre Company Limited Trustees, Report Statement of tru$tee$' responsibilities 'l-hc trustees {who are also the dircciors of Royal Exchange Theatre Company Limited for th¢ purposes of company law.") ar¢ r¢spi)n%ible for preparing the trustccs, report and the financial statcments in accordance M'ith applicable law and United Kingdom Accounting SLg]idards Iunited Kingdom Gencrally Accepted Ac¢ounting Practice), in¢luding FRS I O? 'The Fillancial Reporting Standard applicable in the UK and Rcpubli¢ of Ireland" Compan), law requires the trustees to prepare fii)ancial stateinents for each financial year. Under company law the trustees Inust not approve the financial statements unless they are satisfied that they give a true ai)d fair view ol. the state of aftairs of the parent charitable eoinpany ai)d the group and of the in¢oinii)g resources and application of resources. including its incoine and expenditure, of the charivdble group for that period. li) preparii)g these financial statements. the trustees are requiied to.. select suitable accounting policies and apply them consistently,. obse￿£ the methods and principles in the Charitie5 SORP; make judgements and estimaies Ihat are reasonable and prudent- state whether applicable accouniing standards, comprising FRS 102 have been followed, subject to any material depErtiires disclosed and explained in the financial statement5', and prepare the financial stateineiits on the going coiicetii basis unless it is inappropriate to presume that the parent charitable coinpany will continue iii busiiies5. The trustees are responsible for keeping proper accounting records that can disclose with reasonable accuracy at any time the financial position of the parent charitable company and the group and enable them to ensure that the financial ststemenis comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the parent charitable company and the group and hence for taking reasonable stsps for the prevention and detection of fraud and other irregularities. The trustees are responsible for the maintenance Rnd integrity of the COTporate and finaiicial infom]ation included on the charitable companv's web5lte. LebFi51ation governing the preparatioii and di5semiiiation of financial 5tatement5 may differ froTll legislation in other jurisdictions. Dis£lo$ure of information to auditor Each trustee has taken steps that they ought to have taken as a trnstee in order to make themselves aware of any relevai)t audit infonnation and to establish tl)at the charity's auditor is aware of that infomiation. Tl)e trustees eoi)Iinn that there is no relevant infonnatioi) that they know of and of which they know the auditor is unawaie. The annual report was approved by the trllstees of the charity on . 23.12.24 . and signed on its behalf by.. Amiogha]i Mohammed, Chair TTUStee Page 13 Royal Exchange Theatre Company Limited Independent Auditor's Report to the Members of Royal Exchange Theatre Company Limited Opinion We have audited the financial statements of Royal Exchange Theatre Company Limited (the 'charitable parent compa]iy') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Fiiiancial Activities, Coiisolidated Balance Sheet. Balance Sheet, Consolidatcd Statement of Cash Flows and Notes to the Financial Statements, including a summary of Si￿lfiCa71t accoiinting policies. The finaiicial reporting frainem'ork that has been applicd 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, aiid applicable lam. {United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements.. give a true and fair view of the state of the group's and parent charity's affairs as gt 31 March 2024 and of its incoming resources and applicatioll of Tesources, in¢liiding ils income and expenditure, for the year then ended; have been properly prepared in accordance with United Kingdoin Generally Accepted Accounting Practice; ai)d have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAS (UK)) and applicable law. Our responsibilities under Ihose standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant 10 our audii of the financial statements in the UK, including the FRC'S Eihical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe rhai the audit evidence we have obtained is sufficieni and appropriate to provide a basis for our opinion. Conclusions relating to going concer In auditing the financial statements. we have concluded that the tNstses use of Ihe going concern basis L)f accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material unccrtainties relating to events or conditioiis that, individually or collectively, may cast sig]iificant doubt oil the group's ability to continue as a goiiigF concem for a period of at least twelve months from when the original financial stateTnents were authori5ed for issue. Our responsibilities and the respoi)sibilities 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 audiior's report thereon. Our opinion on the financial statemenis does not cover the other information and. except to the exieni oiherwise explicitly slated in our report. we do not express any form of &ssurance conclusion thereon. Page 14 Royal Exchange Theatre Company Limited Independent Auditor's Report to the Members of Royal Exchange Theatre Company Limited In connectioii with our audit of the financial Statements. oiir responsibility is to read the other infoTmation and, in doingF so. consider whether the other infotynation is inaterially incon5lStent with the financial stateinents or our kiiowled¥e obtained in the audit or otherwise appears to be materially Inis5tated. If we ideiitify such material inconsistencies or apparent material misstatement5, we are reqiiiied to detetynine whether there is a material misstatement in the financial staten)ents or a material misstatement of the other infomaiion. If, based on the work we have perfonned. we conclude that there is a material misstatement of this other infomiation, we are required to report thai fact. We have nothing to report in this regard. Opinion on other matter preseribcd by the Companies Aet 2006 In our opinion, based on Ihe work iindenaken in Ihe course of the audit.. the iiifotynatioii gFiven in the Trustees, Report for the fijiancial year for which the financial statements are prepared is coiisistent with the finai)cial statement5. and the Trustees, Report have been prepared in accordance with applicable legal requirements. Matter5 on whieh we are required to report by exception In ihe lighi of our knowledge and understanding of the group and the parent charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees. Report. We have nothing to report in respect of the following Tnatters where the Companies Act 2006 requires us to report to you if. in our opinion.. adequa￿ accounting records have not been kept by the parent charitable company, or retums adequate for our audii have iiot been received from branches not visited b}, us- or Ihe parent charitable company financial siatements are not in agreement with the accounting records and returns., or certaiii disclosures of trustees reinuneratioii specified by law are not made.. or we have noi received all the infL)rn)atiL)n and explanations we require for our audit. Responsibilities of trustees As explained more fully ii) the Statement of trugtees, respot)sibilities (set out on page IJ), the trustees are responsible lor the preparatioi) of the financial statements and lor being satisfied that they give a true and fair view, and for such ii)ternal control as the trustees detemiine is necessary to ei)able the preparation of financial statements that are free Irom material misstatemei)L whether due to fraud or ettor. In preparing the financial statements, the trustees are responsible for assessing the charity's ability to continiie 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 realisti alternative biit to do $0. Auditor responsibilities for the audit of the financial statements Our objectives are to obiain reasonable assurance about whether the financial statements as a whole are free from material Inisstatement. whether due to fraud or error, and to issue an auditor's report that iiiclude5 our opinion. Reasoiiable a5siirance is a high level of assurance, but is not a guarantee that an audit coiiducted in accordance with ISAS IUKI ￿..lI1 always detect a material misstateineiit when it exists. Mi5Stateineiits ca]1 arise from fraud or e￿or and are considered material if, individually or in the aggTegate, they coiild reasonably be expected to influence the economic decision5 of users taken on the basis of these financial statements. The extent to which our procedures are capable of deteciing irregularities, including fraud is detailed below.. Page 15 Royal Exchange Theatre Company Limited Independent Auditor's Report to the Members of Royal Exchange Theatre Company Limited Identify and assess the risks of tnaterial misstatement of the financial 5tatement5, whether due to fraud or error. de5i¥ii and perfoTlll audit procedures respoiisive to those ri5k5, and obtaiii audit evidence that 15 sufficient and appropriate to provide a basi5 for our opiniot). The risk of not detectin¥ a material misstatement resulting from fraud 15 higher thali for one resulting froin etTor, as fraud may involve collusion, forgery, intentional omissions. misrepresentations, or the override of intemal control. Obtain an understanding of intemal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but nllt for the purpose of expressing an opinion on the effectiveness of the internal control. Evaluate the appropriateness of accounting policie5 Used and the reasonableness of accounting estimates and related disclosures made by the trustees. Clinclude Lin the appropriateness of the trustees, use of the going concern basis of accounting and, based on the audii evidence obtained. ￿'hether a material uncertainly exists relaied to events or condiiions ihat may casi significant doubt on the charity's ability to continue as a going concem. If we conclude that a material uncertainly exists, we are required to draw attention in our auditor's repon to the related disclosures in the financial staiements or, if such disclosures are inadequaie, to modify our opinion. Our conclusions are based oli the audit evidence obtained up to Ihe date of our auditor's report. However. future events or conditions may caiise the charity to ce&se 10 continue as a going concem. Evaluate the overall presentation, strncture and content of the financial statements. including the disclosures, and whether the financial statemeiits represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with govemance regarding, among other matters. the planned scope and timing of the audit and significant audit findings. including any significant deficiencies in intemal control that we ideniify during our audii. Use of our report This report is made solely 10 the charitable parent company's trustees, as a body, in accordance ￿'1[h Chapter 3 of Part l 6 of the Companies Act ?006. Our audit ivork has been undertaken so thai we might state to the group's trustees those matters ￿'e are reqiiired to state to them in an auditor's report and for no other purpose. To the fullest exteni permittsd by laM'. we do not accept or assume responsibility to anvone other than the charitable parent company and its trustees as a body. for our audii work, for this report, or for the opinions ￿'e have formed. Maria Hallows BA (Econs), FCA. Dcha (Senior Statutory Auditor) For and on behalf of Beever ai)d Struthers. Statutory Auditor One Express l George Leigh Street Manchester M4 5DL Date.. 23.12.24 Page 16 Royal Exchange Theatre Company Limited Consolidated Statement of Finaneial Activities for the Year Ended 31 March 2024 (Ineluding Consolidated Ineome and Expenditure Aeeount and Statement of Total Recognised Gains and Losses} Total 2023 £ 000 (As restated} Unrestricted funds £000 Restricted funds £000 Total 2024 £000 Note Income and Endowments fro￿. Donations and legacies Charitable activities Other trading aciiviiies Investment income Theatre tax relief income 2,926 2,509 820 46 1,018 208 3,134 2,830 830 46 1,018 3,039 1,718 708 17 389 321 10 Total income 7,319 539 7,858 5,871 Expenditure on: Raising funds Charitable activities (807) 6,953 1807} 17,453 {6?11 16,2051 10 500) Total expendI￿re 7,760) 500) 18,?6(1) 16,896) Net (expenditure)lin¢ome (441) 39 (402) {955 Net movement in ￿ndS (441) 39 (402) {955) Reconciliation of funds Total funds brought fonvard 3,625 2,104 6,684 Total funds ¢arried forward 23 3.184 2,14i 5,327 5,729 All of the grL)up's activities derive from continuing operaiions during the above two periLxIs. The funds breakdown for 2023 is shown in note 23. The i)otes On pages 21 to 44 form an integral part of these financial statements. Page 17 Royal Exchange Theatre Company Limited (Registration number: 00927203) Consolidated Balance Sheet as at 31 Mareh 2024 2023 £ 000 (As restated) 2024 £000 Note Fixed assets Tangible assets 17 1,809 2,113 Current assets Stocks Debiors Cash at bai)k and in hand 19 12 20 21 1,922 3,609 993 5,543 5,140 Creditors- Amounts falling due within ont year 22 (2.025} 11,524} Net current assets 3,518 3,616 Net assets 5,327 5,729 Funds of the group: Restricted income funds Artisiic projects Long tenn projects l other Total restricted funds 23 23 540 1,60i 477 1,627 2,104 Unrestricted income funds De51¥ll