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2024-03-31-accounts

Company registration number: 01093363 Charity registration number: 273345

Royal Exchange Theatre Trustees Limited

(A company limited by guarantee)

Annual Report and Financial Statements

for the Year Ended 31 March 2024

Royal Exchange Theatre Trustees Limited

Contents

Reference and Administrative Details 1
Trustees' Report 2 to 4
Independent Auditors' Report 5 to 8
Statement of Financial Activities 9
Balance Sheet 10
Notes to the Financial Statements 11 to 18

Royal Exchange Theatre Trustees Limited

Reference and Administrative Details

Trustees Rachel Armstrong Ellen Hanlon Joanne Taylor Secretary Stephen Freeman Charity Registration Number 273345 Company Registration Number 01093363 Registered Office Royal Exchange Theatre St Ann's Square Manchester M2 7DH Auditor Beever and Struthers One Express 1 George Leigh Street Manchester M4 5DL Solicitors: Hempsons 100 Wood Street London EC2V 7AN Bankers National Westminster Bank Plc 19 Market Street Manchester M1 1WR

Page 1

Royal Exchange Theatre Trustees Limited

Trustees' Report

The trustees, who are directors for the purposes of company law, present the annual report together with the financial statements and auditors' report of the charitable company for the year ended 31 March 2024.

Objectives and activities

Objects and aims

Royal Exchange Theatre Trustees Limited is governed by its Memorandum and Articles of Association and is registered as a charity with the Charity Commission. The charity is engaged principally in the promotion of education in and encouragement of the arts by holding properties for use by the Royal Exchange Theatre Company Limited. New trustees are recruited and appointed as and when required in order to maintain or enhance the balance of skills and expertise of the Board and all new Trustees are given induction into the Royal Exchange.

Public benefit

The trustees confirm that they have complied with the requirements of section 17 of the Charities Act 2011 to have due regard to the public benefit guidance published by the Charity Commission for England and Wales.

Achievements and performance

Income for the 12 months ending 31 March 2024 was £50,000 (2023: £Nil).

The net outgoing resources for the 12 months ending 31 March 2024 amounted to £8,166 (2023: £24,215).

Financial review

Policy on reserves

It is the policy of the charity to hold reserves in its unrestricted income funds which have not yet been designated for any particular purpose. At 31 March 2024, the reserves in the unrestricted income funds amounted to £142,420 (2023:£142,420).

Restricted funds relate to freehold and leasehold properties acquired for use by the Royal Exchange Theatre. At 31 March 2024, these funds amounted to £91,271 (2023: £99,437).

Principal funding sources

The Trustees are satisfied that the charity’s assets attributable to restricted funds are available and adequate to fulfil its obligations in relation to those funds.

Going concern

After making appropriate enquiries, the Trustees have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies.

Trustees and officers

The trustees and officers serving during the year and since the year end were as follows:

Page 2

Royal Exchange Theatre Trustees Limited

Trustees' Report

Trustees:

Rachel Armstrong (appointed 27 June 2023) Ellen Hanlon Joanne Taylor Katherine Vokes (appointed 27 June 2023 and until 29 December 2023)

Secretary: Stephen Freeman

Structure, governance and management

Nature of governing document

Royal Exchange Theatre Trustees Limited, whose registered office is situated at St Ann’s Square, Manchester is a charitable company limited by guarantee and governed by its Memorandum and Articles of Association. The company has no share capital and is limited by guarantee, whereby each member undertakes to contribute £1 to the assets of the company in the event of a winding up.

Statement of trustees' responsibilities

The trustees (who are also the directors of Royal Exchange Theatre Trustees Limited for the purposes 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), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". The report and accounts have been prepared in accordance with the provisions in the Companies Act 2006 relating to small companies.

Company law requires the trustees to prepare financial statements for each financial year. Under company law the trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including its income and expenditure, of the charitable company for that period. In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping proper accounting records that can disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company's website. Legislation governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Disclosure of information to auditor

Each trustee has taken steps that they ought to have taken as a trustee in order to make themselves aware of any relevant audit information and to establish that the charity's auditor is aware of that information. The trustees confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Page 3

Royal Exchange Theatre Trustees Limited

Trustees' Report

Small companies provision statement

This report has been prepared in accordance with the small companies regime under the Companies Act 2006.

23.12.24 The annual report was approved by the trustees of the charity on .................... and signed on its behalf by:

......................................... Joanne Taylor Trustee

Page 4

Royal Exchange Theatre Trustees Limited

Independent Auditor's Report to the Members of Royal Exchange Theatre Trustees Limited

Opinion

We have audited the financial statements of Royal Exchange Theatre Trustees Limited (the 'charity') for the year ended 31 March 2024, which comprise the Statement of Financial Activities, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is United Kingdom Accounting Standards, comprising Charities SORP - FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and applicable law (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and the provisions available for small entities, in the circumstances set out in note to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the trustees use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.

Other information

The trustees are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Page 5

Royal Exchange Theatre Trustees Limited

Independent Auditor's Report to the Members of Royal Exchange Theatre Trustees Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the charity 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 matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the Statement of trustees' responsibilities (set out on page 3), the trustees are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the charity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Page 6

Royal Exchange Theatre Trustees Limited

Independent Auditor's Report to the Members of Royal Exchange Theatre Trustees Limited

Our procedures to respond to the risks identified included the following:

• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.

• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

• Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.

• Enquiring of management about any actual and potential litigation and claims.

• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

We have also considered the risk of fraud through management override of controls by:

• Testing the appropriateness of journal entries and other adjustments.

• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Page 7

Royal Exchange Theatre Trustees Limited

Independent Auditor's Report to the Members of Royal Exchange Theatre Trustees Limited

Use of our report

This report is made solely to the charitable company's trustees, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and its trustees as a body, for our audit work, for this report, or for the opinions we have formed.

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

Maria Hallows BA (Econs), FCA, DCha (Senior Statutory Auditor) For and on behalf of Beever and Struthers, Statutory Auditor

One Express 1 George Leigh Street Manchester M4 5DL 23.12.24 Date:.............................

Page 8

Royal Exchange Theatre Trustees Limited

Statement of Financial Activities for the Year Ended 31 March 2024 (Including Income and Expenditure Account and Statement of Total Recognised Gains and Losses)

Note
Income and Endowments from:
Other income
3
Total income
Expenditure on:
Charitable activities
4
Other expenditure
5
Total expenditure
Net expenditure
Net movement in funds
Reconciliation of funds
Total funds brought forward
Total funds carried forward
14
Unrestricted
funds
£
50,000
50,000
(50,000)
-
(50,000)
-
-
142,420
142,420
Restricted
funds
£
-
-
(5,966)
(2,200)
(8,166)
(8,166)
(8,166)
99,437
91,271
Total
2024
£
50,000
50,000
(55,966)
(2,200)
(58,166)
(8,166)
(8,166)
241,857
233,691
Total
2023
£
-
-
(24,215)
-
(24,215)
(24,215)
(24,215)
266,072
241,857

All of the charity's activities derive from continuing operations during the above two periods. The funds breakdown for 2023 is shown in note 14.

The notes on pages 11 to 18 form an integral part of these financial statements. Page 9

Royal Exchange Theatre Trustees Limited

(Registration number: 01093363) Balance Sheet as at 31 March 2024

Note
Fixed assets
Tangible assets
10
Current assets
Debtors
11
Creditors: Amounts falling due within one year
12
Net current assets
Net assets
Funds of the charity:
Restricted income funds
Restricted funds
Unrestricted income funds
Unrestricted funds
Total funds
14
2024
£
55,000
278,691
(100,000)
178,691
233,691
91,271
142,420
233,691
2023
£
57,200
184,657
-
184,657
241,857
99,437
142,420
241,857

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

The financial statements on pages 9 to 18 were approved by the trustees, and authorised for issue on .................... and signed on their behalf by: 23.12.24

......................................... Joanne Taylor Trustee

The notes on pages 11 to 18 form an integral part of these financial statements. Page 10

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

1 Charity status

The charity is limited by guarantee, incorporated in , and consequently does not have share capital. Each of the trustees is liable to contribute an amount not exceeding £Nil towards the assets of the charity in the event of liquidation.

The address of its registered office is: Royal Exchange Theatre St Ann's Square Manchester M2 7DH

2 Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

The financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice (applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)) (issued in October 2019) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

Basis of preparation

Royal Exchange Theatre Trustees Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes.

Going concern

The lease for the Royal Exchange Theatre which is used by Royal Exchange Theatre Company Limited expired in June 2022. Negotiations are currently ongoing with a new lease expected to be agreed shortly.

After making appropriate enquiries, the trustees have a reasonable expectation the charity has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Income and endowments

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.

Page 11

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Charitable activities

Charitable activities and Governance costs are costs incurred on the charity's operations, including support costs and costs relating to the governance of the charity apportioned to charitable activities.

Tangible fixed assets

A review for impairment of fixed assets carried out if events or changes in circumstances indicate that the carrying value of any fixed asset may not be recoverable. Shortfalls between the carrying value of fixed assets and their recoverable amounts are not recognised as impairments. Impairment losses are recognised in the Statement of Financial Activities incorporating Income and Expenditure Account.

Depreciation and amortisation

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

Asset class Depreciation method and rate
Freehold property 50 years
Long-term leasehold property 50 years
Short-term leasehold property Over the period of the lease

Debtors

Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Liabilities and provisions

Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Liabilities are recognised at the amount the company anticipates it will pay to settle the debt or the amount it has received as advanced payment for the goods or services it must provide. Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised within interest payable and similar charges.

Fund structure

General funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Company and which have not been designated for other purposes.

Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the Company for particular purposes. The costs of raising and administering such funds are charged against the specific fund. The aim and use of each restricted fund is set out in the notes to the financial statements.

Financial instruments

Classification

The Company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

Page 12

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Fair value measurement

The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.

3 Other income

Unrestricted
funds Total
General 2024
£ £
Rental income 50,000 50,000

4 Expenditure on charitable activities

Costs of performances
Costs of other charitable activities
Unrestricted
funds
General
£
-
50,000
50,000
Restricted
funds
£
-
5,966
5,966
Total
2024
£
-
55,966
55,966
Total
2023
£
17,200
7,015
24,215

Page 13

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

5 Other expenditure

5
Other expenditure
Depreciation, amortisation and other similar costs Restricted
funds
£
2,200
2,200
Total
2024
£
2,200
2,200

6 Trustees remuneration and expenses

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

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

7 Staff costs

The company has no employees other than the Trustees, who did not receive any remuneration (2023: Nil).

During the year, no Trustees received any benefits in kind or reimbursements of expenses (2023: Nil).

No employee received emoluments of more than £60,000 during the year.

8 Auditors' remuneration

The Auditors' remuneration amounts to an auditor fee of £1,500 (2023: £1,275) and is borne by Royal Exchange Theatre Company Limited. No other fees were payable to the auditors in respect of non-audit services in the year (2023: Nil).

9 Taxation

The income and gains of the charity are exempt from taxation to the extent that they are applied to its charitable objectives.

Page 14

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

10 Tangible fixed assets

Freehold
property
£
Cost
At 1 April 2023
90,000
At 31 March 2024
90,000
Depreciation
At 1 April 2023
43,200
Charge for the year
1,800
At 31 March 2024
45,000
Net book value
At 31 March 2024
45,000
At 31 March 2023
46,800
11 Debtors
Due from group undertakings
Prepayments
12 Creditors: amounts falling due within one year
Accruals
Short-term
leasehold
property
£
1,500,000
Long-term
leasehold
property
£
20,000
Total
£
1,610,000
1,610,000
1,552,800
2,200
1,555,000
55,000
57,200
2023
£
136,211
48,446
1,500,000 20,000
1,500,000
-
9,600
400
1,500,000 10,000
- 10,000
- 10,400
2024
£
135,161
143,530
278,691
184,657
2024
£
100,000

13 Contingent liabilities

The Arts Council of England has a charge over one leasehold property of this company in relation to any amounts due to that body in respect of grants made by Arts Council of England to the Royal Exchange Theatre.

At 31 March 2024, no amounts fall due to be repaid in respect of the grants (2023: £Nil).

Page 15

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

14 Funds

14 Funds
Unrestricted funds
General
Restricted funds
Total funds
Unrestricted funds
General
Restricted funds
Total funds
Balance at 1
April 2023
£
142,420
99,437
241,857
Balance at 1
April 2022
£
143,469
122,603
266,072
Incoming
resources
£
50,000
-
50,000
Incoming
resources
£
-
-
-
Resources
expended
£
(50,000)
(8,166)
(58,166)
Resources
expended
£
(1,049)
(23,166)
(24,215)
Balance at 31
March 2024
£
142,420
91,271
233,691
Balance at 31
March 2023
£
142,420
99,437
241,857

Restricted funds related to The Arts Council of England grants received in respect of the acquisition of freehold and leasehold properties and payment of lease premiums at Swan Street and Seagull House on the condition that they are used by the Royal Exchnage Theatre. Depreciation on the properties is charged to restricted funds over the period of occupation.

Page 16

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

15 Analysis of net assets between funds

15 Analysis of net assets between funds
Tangible fixed assets
Current assets
Total net assets
Tangible fixed assets
Current assets
Total net assets
Unrestricted
funds
General
£
55,000
87,420
142,420
Unrestricted
funds
General
£
57,200
85,220
142,420
Restricted
funds
£
-
91,271
91,271
Restricted
funds
£
-
99,437
99,437
Total funds at
31 March
2024
£
55,000
178,691
233,691
Total funds at
31 March
2023
£
57,200
184,657
241,857

16 Controlling party

Royal Exchange Theatre Company Limited is the charity's controlling party by virtue of the charity being a branch of Royal Exchange Theatre Company Limited. The consolidated financial statements of this company are available to the public amd may be obtained from St Ann's Square, Manchester, M2 7DH.

17 Related party transactions

The charity has taken advantage of the exemption conferred by FRS 102 not to disclose the transactions with entities that are part of the group on the grounds that the charity is treated as a branch of Royal Exchnage Theatre Company Limited as prescribed by the Charities SORP (2015) and consolidated within the financial statements of that charity.

Page 17

Royal Exchange Theatre Trustees Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

18 Prior year Statement of Financial Activities

18 Prior year Statement of Financial Activities
Income and Endowments from:
Expenditure on:
Charitable activities
Total expenditure
Net expenditure
Net movement in funds
Reconciliation of funds
Total funds brought forward
Total funds carried forward
Unrestricted
funds
£
(1,049)
(1,049)
(1,049)
(1,049)
143,469
142,420
Restricted
funds
£
(23,166)
(23,166)
(23,166)
(23,166)
122,603
99,437
Total
2023
£
(24,215)
(24,215)
(24,215)
(24,215)
266,072
241,857

Page 18