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2023-03-31-accounts

REGISTERED CHARITY NUMBER: 304477

Report of the Trustees and

Financial Statements

for the Year Ended 31 March 2023

for

Bath Royal Literary and Scientific Institution

Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA

Bath Royal Literary and Scientific Institution

Contents of the Financial Statements for the Year Ended 31 March 2023

Page
Report of the Trustees 1 to 6
Report of the Independent Auditors 7 to 8
Statement of Financial Activities 9
Balance Sheet 10
Notes to the Financial Statements 11 to 22

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

The trustees present their report with the financial statements of the charity for the year ended 31 March 2023. The trustees have adopted the provisions of 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) (effective 1 January 2019).

The Institution has one Trustee, the Bath Royal Literary and Scientific Institution Trustees Ltd, which is a private limited company by guarantee. The terms "Directors of the Trustee Company" and "Trustees" are used interchangeably in this Report.

OBJECTIVES AND ACTIVITIES Objectives and aims

The Articles of Association of the Trustee Company describe its mission as the promotion and advancement, for the public benefit, of science, literature and art in the City of Bath and its surrounding areas by such means as the Directors of the Company think fit, including but not limited to:

The Institution therefore is a cultural centre for its members and the public, providing a wide-ranging programme of lectures, discussions, science demonstrations and regular exhibitions of historical, scientific, literary and artistic significance and interest. BRLSI also serves as a meeting place for other societies and organisations. It also promotes research, produces publications associated with its objectives, and conserves and manages its collections, some of them of national and international importance, making them accessible for study and learning.

In setting objectives and planning for activities, the Directors have given due consideration to general guidance published by the Charity Commission relating to public benefit, including the guidance 'Public benefit: running a charity (PB2)'.

Page 1

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

ACHIEVEMENT AND PERFORMANCE

As of April 2023, the Bath Royal Literary and Scientific Institution could look back on its first full year of normal activities for a while. Over the previous twelve months, the building had remained open, the annual exhibition had returned, public talks were held practically every week, room bookings had resumed, and the Christmas lecture was once again delivered in the Elwin Room. Such 'normality' belied the volatility of the external world during that same period. As the Board was signing off the next year's budget in March 2022, the impact of the Russian invasion of Ukraine was already beginning to be felt worldwide. The Board cautiously agreed a deficit budget, with an anticipated shortfall of c.£5k and the expectation of worse given the likely increases in inflation. A delay in finalising a lease on the Moore Room exacerbated the position. However, by April 2023, even as the national economy was still struggling, the Institution's financial position was strengthening. Income from membership, attendance at public talks, exhibitions, and room hire bookings had all exceeded the original forecast, and the revenue trajectory was firmly upward. All the Institution's leased spaces were now occupied and bringing in rent.

There were operational changes during the same period. The Board established a bimonthly pattern of meetings; the budget planning process was enhanced and formalised. The Chair of the Management Committee stepped down in spring 2022, leading to an interim co-chair arrangement that remains in place. Three new Directors joined the Board in August and October; one existing Director stepped down in January 2023. Our staff numbers grew with new additions to our room hire team, a long-term student intern, and in February 2023, the appointment of an interim Operations Manager, tasked with improving our revenue streams even further, especially through public talks and room hire. All this has helped to strengthen and consolidate our 'capacity' to manage public talks and room hire, meaning that we are able to provide a better experience for visitors, members, and external clients.

As important as these developments were in ensuring the operational and strategic health of the Institution, for members and visitors the key highlights of 2022/23 are rather different. They included acting as a main venue for Bath Festival in May and the Children's Literature Festival in September; our wonderful Beyond Beastly Exhibition which attracted more visitors (almost 4000) than any previous exhibition; two 'Town Hall' events and a very well attended 'new members' event; a fantastic and thought-provoking Victor Suchar Christmas lecture given by Dr Tristram Hunt, Director of the V&A Museum; a very promising pilot exhibition, Engineered in Bath, celebrating contemporary engineering and innovation in the city. And of course, the regular diet of diverse, engaging and informative public talks and other activities organised by our stalwart team of subject convenors.

As always, BRLSI's success during 2022/23 relied on the extraordinary commitment and energies of our staff and volunteers and the ongoing support of our members and partner institutions, but I am pleased to say that we entered the fiscal year 2023/24 with greater operational efficiency and resilience and our strongest revenues for several years. Our bicentenary year of 2024 promises much - an ambitious programme of exciting events and activities; a plan to establish a new permanent managerial role; and a roadmap towards a new 'cultural hub' that we hope will transform our ground-floor space - but thanks to everyone's efforts we approach it with a renewed sense of optimism and confidence.

Professor Ian Gadd, Chair of the Board

FINANCIAL REVIEW

Overview

The BRLSI aims to balance its revenue generation activities against its aspiration to provide as extensive and useful a facility for educational activities as possible, while ensuring the long-term sustainability of its freehold property, 16-18 Queen Square, Bath (a Grade I listed building) and its important scientific collections and books.

Total incoming resources for the year were £310,355 (2022: £310,599) and total resources expended were £327,649 (2022: £328,145). Net incoming resources (including revaluation) were £97,556 (2022: £19,385).

Total funds as at 31 March 2023 were £4,061,381 (2022: £3,963,826) which includes £3,471,114 (2022: £3,331,114) held in freehold property and investment property. Restricted funds total £13,873 (2022: £28,558).

Investment policy and objectives

Rathbone Investment Management Limited ('Rathbones' Bristol office) manages BRLSI's investments on a discretionary basis and provides regular reports to the Finance sub-committee and to Directors. Investments have decreased in value over the year. At the year end, investments were valued at £533,556 (2022: £591,018) comprising £505,298 (2022: £567,043) in listed securities and £28,258 (2022: £23,976) in cash held for investment purposes.

Page 2

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

FINANCIAL REVIEW

Reserves policy

The BRLSI Financial Reserves Policy is derived from two key sources: the BRLSI Risk Register maintained by the Board of Directors and the guidance offered by the Charity Commission through CC19. The Directors regularly review the Risk Register and this Policy will be re-examined regularly following those reviews.

BRLSI Financial Reserves are held for four main purposes:

(i) to provide working capital to meet the needs of the Institution [the "General Fund"].;

(ii) to provide financial stability and security by making provisions against prudent risks the Institution might encounter, including the financial risks associated with the maintenance of 16-18 Queen Square [the "Contingency Fund"].

(iii) to provide income to pay for charitable activities [the "Income Generating Fund"].

(iv) To provide resources to fund the five-year cycle costs of our planned maintenance programme [the "Planned Maintenance Fund"].

The financial assets of the BRLSI are as follows: the building and contents, investments, and cash. Investments comprise a broad portfolio managed by Rathbones. In legal terms, part of the value of the building is considered as a straightforward asset directly supporting the aims of the Institution while the remainder is considered as an investment property that is leased out to raise income to pay for charitable activities.

The General Fund, item (i), provides working capital to cover cashflow requirements established at £50,000.

The Contingency Fund covers item (ii): the Directors aim to maintain it at around £200,000, this being a worst-case estimate of the total financial impact of major building maintenance occurring at the same time as the loss of six months' rental income due to a consequential tenant vacancy.

The Income Generating Fund covers item (iii) above and the Directors aim to hold £500,000 to generate income to spend on charitable activities, this balance currently stands at just under £183,000.

The Planned Maintenance Programme Fund is intended to cover the significant expected maintenance costs of the building over a five-year period, with the majority of the costs in Year 5 of the plan (2023/24 respectively). The value of the fund is currently £67,000 and is expected to reach £93,000 in early 2023/24. Expenditure under the plan is recognised in the year it occurs.

The 1824 Fund has been established as an Expendable Endowment Fund to further provide additional capital and income to support our charitable objectives.

Going concern

After making appropriate enquiries, the Directors have a reasonable expectation that 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. Further details regarding the adoption of the going concern basis can be found in the accounting policies.

FUTURE PLANS

As part of our improved financial management, we now maintain a three-year rolling forecast to inform our decision making. Given that we now have full occupancy of our commercial lease space, and the continuing recovery of our primary other sources of income (membership fees, lecture income and room hire), we expect to reach a small surplus in 2024/25 (as 2023/24 will show a loss given the Year 5 planned maintenance programme expenditure).

We have put considerable effort into developing a new Strategic Plan during the last year, which we will likely be used as the basis for transformational changes of the Institution in the next few years, building on our Bicentenary in 2024.

Page 3

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document

Bath Royal Literary and Scientific Institution is a registered charity, number 304477.

The Articles of Association of the Trustee Company state that there shall be a minimum of thirteen Directors but not more than fifteen Directors consisting of:

The following were Directors on the date the report was approved.

Mr Stephen Bird Appointed (South-West Federation of Museums and Art Galleries)
Mary Burton Elected
Mrs Julie Cole Elected
Mr Michael Davis (Vice Chair) Elected
Mr Chris Garcia Elected
Professor Ian Gadd (Chair) Appointed (Bath Spa University)
Mr David Hall Appointed (Bath Preservation Trust)
Dr Simon Hayhoe Appointed (University of Bath)
Mr Joe Houlihan Elected
Cllr Bharat Pankhania Appointed (B&NES Council)
Dr Farooq Mughal Appointed (University of Bath)
Mr Rob Randall Elected
Dr Joe Willson Elected

During the reporting year Ms Mary Burton was elected and Mr Chris Garcia re-elected to the Board at the Annual General Meeting held on 12th October 2022.

Recruitment and appointment of new directors

Each Director appointed by B&NES is appointed for a term of office ending on the date of the appointment of his/her successor, which may be made at any time after the ordinary day of retirement of councillors next after his/her appointment. Each of the remaining appointed Directors is appointed for a term of three years and each elected Director for a period of three years from the date of the AGM at which he/she is elected.

No Director may serve more than three consecutive terms of three years each. An elected Director who has served nine years may stand after twelve months have elapsed since he or she ceased to be a Director.

Induction and training of new directors

New Directors are provided with copies of the Memorandum & Articles of the trustee company and the Governance documents (which are under continuous review), together with relevant Charity Commission documents. They are given a tour of the BRLSI premises (including the Library and Collections), introduced to the permanent staff and the general running of the BRLSI is explained to them.

Page 4

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

STRUCTURE, GOVERNANCE AND MANAGEMENT Risk management

Close scrutiny of the operations of the Institution through detailed reporting of activity of subcommittees through the Management committee offers the Directors a thorough understanding of risks to the charitable aims of the Institution. Delegated responsibilities are monitored closely by the Directors to ensure that the balance of risk is always in favour of the Institution's membership and the beneficiaries of its activities, while balancing that against the need to fulfil its responsibilities for preservation and conservation of its Grade 1 Listed premises and its extensive and historic collections.

The Directors oversee the Institution's compliance with statutory obligations, ensuring that the Management committee pays due attention to, for example, Health and Safety Policy, Equality and Diversity, Safeguarding and Insurance. The Directors continue to pay close attention to the potential risks associated with the governance of the Institution, including the involvement of members in the Institution's management, the appointment and declaration of interest of Directors, and the proper employment of staff and compliance with trading activities in relation to BRLSI charity status. The Directors consider that there are no significant risks to the charitable activities of the Institution and appropriate mitigation is in place for more moderate risks. In order to enhance further the Directors' appreciation for all areas of risk, a risk register incorporating mitigation measures has been established to ensure that systematic up to date monitoring of risk management strategies continues.

Fund-raising standards information

The Institution does not currently carry out significant fundraising within the meaning of the Charities Act 2011, and therefore we have nothing to report regarding any of the legal requirements relating to fundraising, as specified in the Act.

REFERENCE AND ADMINISTRATIVE DETAILS Registered Charity number 304477

Principal address 16-18 Queen Square Bath BA1 2HN

Trustees

Mr Dick Bateman (retired 12th October 2022) Ms Mary Burton (elected 12th October 2022) Mr Stephen Bird Mrs Julie Cole Mr Michael Davis Dr Daniela De Angeli (retired 31st July 2022) Professor Jonathan Dawes (retired 31st July 2022) Professor Ian Gadd (Chair) Mr Christopher Garcia (re-elected 12th October 2022) Professor Barry Gilbertson (resigned 12th January 2022) Mr David Hall Dr Simon Hayhoe (appointed 1st August 2022) Mr Joe Houlihan Dr Farooq Mughal (appointed 1st August 2022) Cllr Bharat Pankhania Mr Rob Randall Dr Joe Willson

Auditors

Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA

STATEMENT OF TRUSTEES' RESPONSIBILITIES

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

Page 5

Bath Royal Literary and Scientific Institution

Report of the Trustees for the Year Ended 31 March 2023

STATEMENT OF TRUSTEES' RESPONSIBILITIES - continued

The law applicable to charities in England and Wales, the Charities Act 2011, Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed 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 charity for that period. In preparing those financial statements, the trustees are required to

The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charity and to enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. 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.

Approved by order of the board of trustees on ............................................. and signed on its behalf by: 6 July 2023

........................................................................ Dr J Willson - Trustee

Page 6

Report of the Independent Auditors to the Trustees of Bath Royal Literary and Scientific Institution

Opinion

We have audited the financial statements of Bath Royal Literary and Scientific Institution (the 'charity') for the year ended 31 March 2023 which comprise the Statement of Financial Activities, the 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 applicable law and United Kingdom Accounting Standards (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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 Report of the Independent Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Charities (Accounts and Reports) Regulations 2008 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the Statement of Trustees' Responsibilities, the trustees are responsible for the preparation of the financial statements which 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.

Page 7

Report of the Independent Auditors to the Trustees of Bath Royal Literary and Scientific Institution

Our responsibilities for the audit of the financial statements

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Independent Auditors 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:

Based on our understanding of the charity and the provision of services to the elderly, we identified that the principal risks of non-compliance with laws and regulations related to safeguarding, health and safety, employment law, listed building regulations and Charity Law, and we considered the extent to which non-compliance might have a material effect on the financial statements of the charity. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Charities Statement of Recommended Practice.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to revenue recognition, management override, and potential lack of segregation of duties. Audit procedures performed by the audit engagement team included:

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and the transactions reflected in the financial statements, the less likely we would become aware of it. 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Independent Auditors.

Use of our report

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

Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA

Date: ............................................. 14 September 2023

Page 8

Bath Royal Literary and Scientific Institution

Statement of Financial Activities for the Year Ended 31 March 2023

Notes
INCOME AND ENDOWMENTS
FROM
Donations and legacies
3
Charitable activities
6
Science, Literature and Art
Other trading activities
4
Investment income
5
Total
EXPENDITURE ON
Raising funds
7
Charitable activities
8
Science, Literature and Art
Total
Net gains/(losses) on
investments
NET INCOME/(EXPENDITURE)
Transfers between funds
23
Net movement in funds
RECONCILIATION OF FUNDS
Total funds brought forward
TOTAL FUNDS CARRIED
FORWARD
Unrestricted
funds
£
29,175
24,650
73,677
173,430
300,932
74,568
236,432
311,000
(25,150)
(35,218)
7,459
(27,759)
601,898
574,139
Restricted
funds
£
9,001
422
-
-
9,423
-
16,649
16,649
-
(7,226)
(7,459)
(14,685)
28,558
13,873
Endowment
funds
£
-
-
-
-
-
-
-
-
140,000
140,000
-
140,000
3,333,369
3,473,369
2023
Total
funds
£
38,176
25,072
73,677
173,430
310,355
74,568
253,081
327,649
114,850
97,556
-
97,556
3,963,825
4,061,381
2022
Total
funds
£
137,201
17,099
30,851
125,448
310,599
64,091
264,054
328,145
36,930
19,384
-
19,384
3,944,441
3,963,825

The notes form part of these financial statements

Page 9

Bath Royal Literary and Scientific Institution

Balance Sheet

31 March 2023

Notes
FIXED ASSETS
Tangible assets
14
Investments
Investments
15
Investment property
16
CURRENT ASSETS
Debtors
17
Cash at bank and in hand
CREDITORS
Amounts falling due within one year
18
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT LIABILITIES
CREDITORS
Amounts falling due after more than one year
19
NET ASSETS
FUNDS
23
Unrestricted funds
Restricted funds
Endowment funds
TOTAL FUNDS
2023
£
1,092,848
533,556
2,390,000
4,016,404
112,944
147,274
260,218
(185,498)
74,720
4,091,124
(29,743)
4,061,381
574,139
13,873
3,473,369
4,061,381
2022
£
1,093,285
591,020
2,250,000
3,934,305
68,466
157,132
225,598
(156,769)
68,829
4,003,134
(39,309)
3,963,825
601,898
28,558
3,333,369
3,963,825

The financial statements were approved by the Board of Trustees and authorised for issue on ............................................. and were signed on its behalf by: 6 July 2023

............................................. J Willson - Trustee

The notes form part of these financial statements

Page 10

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements for the Year Ended 31 March 2023

1. GENERAL INFORMATION

Bath Royal Literary and Scientific Institution is an unincorporated charity registered in England and Wales. The registered office is 16-18 Queen Square, Bath, BA1 2HN.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements of the charity, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) '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) (effective 1 January 2019)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Charities Act 2011. The financial statements have been prepared under the historical cost convention, with the exception of investments which are included at market value, as modified by the revaluation of certain assets.

The financial statements have been prepared to give a 'true and fair' view and have departed from the Charities (Accounts and Reports) Regulations 2008 only to the extent required to provide a 'true and fair' view. This departure has involved following the Charities SORP (FRS 102) published on 16 July 2014 rather than the Accounting and Reporting by Charities: Statement of Recommended Practice effective from 1 April 2005 which has since been withdrawn.

Bath Royal Literary and Scientific Institution meets the definition of a public benefit entity under FRS102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.

The financial statements are prepared in sterling which is the functional currency of the charity and rounded to the nearest pound.

Going concern

The Directors of the Trustee Company have assessed the Balance Sheet, likely future cash flows and future activities at the date of approving these financial statements. The Directors of the Trustee Company have a reasonable expectation that the Charity has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements.

Therefore trustees consider that there are no material uncertainties about the Charity's ability to continue as a going concern.

Income

All income is recognised in the Statement of Financial Activities once the charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably.

The recognition of income from legacies is dependent on establishing entitlement, the probability of receipt and the ability to estimate with sufficient accuracy the amount receivable. Evidence of entitlement to a legacy exists when the Charity has sufficient evidence that a gift has been left to them (through knowledge of the existence of a valid will and the death of the benefactor) and the executor is satisfied that the property in question will not be required to satisfy claims in the estate.

Receipt of a legacy must be recognised when it is probable that it will be received and the fair value of the amount receivable, which will generally be the expected cash amount to be distributed to the Charity, can be reliably measured.

Grants are included in the Statement of Financial Activities on a receivable basis. The balance of income received for specific purposes but not expended during the period is shown in the relevant funds on the Balance Sheet. Where income is received in advance of entitlement of receipt, its recognition is deferred and included in creditors as deferred income. Where entitlement occurs before income is received, the income is accrued.

Where the donated good is a fixed asset, it is measured at fair value, unless it is impractical to measure this reliably, in which case the cost of the item to the donor should be used. The gain is recognised as income from donations and a corresponding amount is included in the appropriate fixed asset class and depreciated over the useful economic life in accordance with the Charity's accounting policies.

On receipt, donated professional services and facilities are recognised on the basis of the value of the gift to the Charity which is the amount it would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market; a corresponding amount is then recognised in expenditure in the period of receipt.

Page 11

continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued

for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

Income

Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.

Income tax recoverable in relation to investment income is recognised at the time the investment income is receivable.

Government grants relating to tangible fixed assets are treated as deferred income and released to the Statement of Financial Activities over the expected useful lives of the assets concerned. Other grants are credited to the Statement of Financial Activities as the related expenditure is incurred.

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Charity; this is normally upon notification of the interest paid or payable by the institution with whom the funds are deposited.

Expenditure

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, 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 accounted for on an accruals basis and has been classified under headings that aggregate all cost related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources.

Tangible fixed assets

Tangible fixed assets costing £1,000 or more are capitalised and recognised when future economic benefits are probable and the cost or value of the asset can be measured reliably.

Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the measurement of cost.

Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings - 20% Straight line

No depreciation is provided on the Charity's land and buildings. In the opinion of the Directors of the Trustee Company the building will have a residual value at least equal to its cost rendering a charge for depreciation negligible

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in the Statement of Financial Activities.

The investment property is included in the Balance sheet at open market value in accordance with the Financial Reporting Standard 102 and is not depreciated.

Investments

Fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the Balance Sheet date, unless the value cannot be measured reliably in which case it is measured at cost less impairment. Investment gains and losses, whether realised or unrealised, are combined and presented as ‘Gains/(Losses) on investments’ in the Statement of Financial Activities.

Taxation

The charity is exempt from tax on its charitable activities.

Fund accounting

Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees.

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued

for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

Fund accounting

Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes.

Further explanation of the nature and purpose of each fund is included in the notes to the financial statements.

Pension costs and other post-retirement benefits

The charity operates a defined contribution pension scheme. Contributions payable to the charity's pension scheme are charged to the Statement of Financial Activities in the period to which they relate.

Financial instruments

The Charity 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 with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

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.

Cash at bank and in hand

Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

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 that the Charity anticipates it will pay to settle the debt or the amount it has received as advanced payments 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 in the Statement of Financial Activities as a finance cost.

Operating leases

Rentals paid under operating leases are charged to the Statement of Financial Activities on a straight line basis over the lease term.

Museum collection

The charity's collection, which includes geological specimens, a herbarium and a library, is not capitalised or valued. These are considered to be heritage assets where reliable cost information is not available nor would a conventional valuation be appropriate.

3. DONATIONS AND LEGACIES

Donations
Grants
Coronavirus Job Retention Scheme
Grants received, included in the above, are as follows:
Other grants
2023
£
28,875
9,301
-
38,176
2023
£
9,301
2022
£
33,711
96,744
6,746
137,201
2022
£
96,744

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued

for the Year Ended 31 March 2023

4.
OTHER TRADING ACTIVITIES
Room hire
5.
INVESTMENT INCOME
Rents received
Income from listed investments
Investment income - cash
6.
INCOME FROM CHARITABLE ACTIVITIES
Activity
Programme and activity
income
Science, Literature and Art
7.
RAISING FUNDS
Raising donations and legacies
Fundraising costs
Investment management costs
Portfolio management
Rent collection and other property management costs
Aggregate amounts
8.
CHARITABLE ACTIVITIES COSTS
Direct
Costs (see
note 9)
£
Science, Literature and Art
46,835
2023
£
73,677
2023
£
160,408
12,674
348
173,430
2023
£
25,072
2023
£
-
2023
£
6,187
68,381
74,568
74,568
Support
costs (see
note 10)
£
206,246
2022
£
30,851
2022
£
113,060
12,374
14
2022
£
30,851
125,448
2022
£
17,099
2022
£
457
2022
£
4,296
59,338
63,634
64,091
Totals
£
253,081
2022
£
17,099
2022
£
457
2022
£
4,296
59,338
63,634
64,091

Page 14

continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued

for the Year Ended 31 March 2023

9. DIRECT COSTS OF CHARITABLE ACTIVITIES

2023 2022
£ £
Staff costs 36,361 39,056
Other costs 10,474 12,648
46,835 51,704
SUPPORT COSTS
Governance
Management costs Totals
£ £ £
Science, Literature and Art 198,496 7,750 206,246

10. SUPPORT COSTS

11. TRUSTEES' REMUNERATION AND BENEFITS

There were no trustees' remuneration or other benefits for the year ended 31 March 2023 nor for the year ended 31 March 2022.

Trustees' expenses

There were no trustees' expenses paid for the year ended 31 March 2023 nor for the year ended 31 March 2022.

12. STAFF COSTS

STAFF COSTS
Wages and salaries
Social security costs
Other pension costs
2023
£
106,037
8,686
7,111
121,834
2022
£
82,576
5,677
567
88,820

The average monthly number of employees during the year was as follows:

Collection
Support
2023
1
4
5
2022
1
4
5

No employees received emoluments in excess of £60,000.

13. COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES

INCOME AND ENDOWMENTS FROM
Donations and legacies
Charitable activities
Science, Literature and Art
Other trading activities
Investment income
Total
EXPENDITURE ON
Raising funds
Unrestricted
funds
£
36,930
16,099
30,851
125,448
209,328
64,091
Restricted
funds
£
98,271
1,000
-
-
99,271
-
Endowment
funds
£
2,000
-
-
-
2,000
-
Total
funds
£
137,201
17,099
30,851
125,448
310,599
64,091

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

13.
COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES - continued
Unrestricted
Restricted
Endowment
funds
funds
funds
£
£
£
Charitable activities
Science, Literature and Art
166,416
97,638
-
Total
230,507
97,638
-
Net gains on investments
36,930
-
-
NET INCOME
15,751
1,633
2,000
RECONCILIATION OF FUNDS
Total funds brought forward
586,147
26,925
3,331,369
TOTAL FUNDS CARRIED FORWARD
601,898
28,558
3,333,369
14.
TANGIBLE FIXED ASSETS
Fixtures
Freehold
and
property
fittings
£
£
COST
At 1 April 2022
1,081,114
132,268
Additions
-
7,459
At 31 March 2023
1,081,114
139,727
DEPRECIATION
At 1 April 2022
-
120,097
Charge for year
-
7,896
At 31 March 2023
-
127,993
NET BOOK VALUE
At 31 March 2023
1,081,114
11,734
At 31 March 2022
1,081,114
12,171
Total
funds
£
264,054
328,145
36,930
19,384
3,944,441
3,963,825
Totals
£
1,213,382
7,459
1,220,841
120,097
7,896
127,993
1,092,848
1,093,285

The property 16-18 Queen Square is owned by Bath Royal Literary and Scientific Institution Trustees Limited which is the trustee for the charity. This company holds this property in trust for the charity.

An element of the property 16-18 Queen Square, Bath, is leased to generate rental income. It is this element of the property which has been classified as an investment asset.

The land and buildings relate to assets which were returned from Avon County Council when the Institution was relaunched. The Directors continue to recognise the donated assets at their deemed cost of £1,081,114. Having obtained external advice, the Directors are satisfied that the current market value would be in excess of the recorded book value, but currently have elected not to adopt a policy of revaluing tangible fixed assets as permitted under FRS 102.

Page 16

continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued

for the Year Ended 31 March 2023

15. FIXED ASSET INVESTMENTS

MARKET VALUE
At 1 April 2022
Disposals
Revaluations
At 31 March 2023
NET BOOK VALUE
At 31 March 2023
At 31 March 2022
Analysis of investments:
Listed
investments
£
591,020
(32,313)
(25,151)
533,556
533,556
591,020
Listed
investments
£
591,020
(32,313)
(25,151)
533,556
533,556
591,020
2023 2022
£ £
Listed investments 505,298 567,044
Cash 28,258 23,976
533,556 591,020

16. INVESTMENT PROPERTY

FAIR VALUE
At 1 April 2022
Revaluation
At 31 March 2023
NET BOOK VALUE
At 31 March 2023
At 31 March 2022
£
2,250,000
140,000
2,390,000
2,390,000
2,250,000

The investment property was revalued as at 31 March 2023 by the directors of the trustee company. The last external valuation was undertaken on 31 March 2021 by CSquared, RICS registered, on an open market value for existing use basis.

17. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Trade debtors
Other debtors
Prepayments and accrued income
2023
£
58,577
49,092
5,275
112,944
2022
£
19,527
48,890
49
68,466

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank loans and overdrafts (see note 20)
Trade creditors
Social security and other taxes
Other creditors
Accruals and deferred income
2023
£
8,333
40,457
16,603
46,291
73,814
185,498
2022
£
8,333
48,361
3
45,694
54,378
156,769

Deferred income

£
Deferred income at 1 April 2022 42,732
Resources deferred in the year 63,616
Amounts released from previous years (42,732)
Deferred Income at 31 March 2023 63,616
Deferred income relates to £44,410 of rental income for the period April 2023 - June 2023 and £19,206 of
advance room bookings for the period April 2023 to September 2024 received prior to the year end.
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023
2022
£
£
Bank loans (see note 20)
29,743
39,309

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Bank loans are in respect of a "bounce back" loan repayable over 6 years. The loan is underwritten by the UK Government.

20. LOANS

An analysis of the maturity of loans is given below:

Amounts falling due within one year on demand:
Bank loans
Amounts falling between one and two years:
Bank loans - 1-2 years
Amounts falling due between two and five years:
Bank loans - 2-5 years
Amounts falling due in more than five years:
Repayable by instalments:
Bank loans more 5 yr by instal
2023
£
8,333
8,333
21,410
-
2022
£
8,333
8,333
25,000
5,976

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

21. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

Within one year
Between one and five years
ANALYSIS OF NET ASSETS BETWEEN FUNDS
Unrestricted
Restricted
funds
funds
£
£
Fixed assets
11,734
-
Investments
533,556
-
Current assets
244,090
13,873
Current liabilities
(185,498)
-
Long term liabilities
(29,743)
-
574,139
13,873
MOVEMENT IN FUNDS
At 1.4.22
£
Unrestricted funds
General fund
50,000
Fixtures and Fittings Fund
10,622
Valentine Fund
10,744
Cassidy Fund
20,811
Contingency Fund
200,000
Youth Activities Fund
1,666
Bath Society Fund
29,508
Planned Maintenance Programme Fund
55,549
Income Generating Fund
222,998
601,898
Restricted funds
Collections Preservation Fund
2,095
Youth Activities Fund
2,841
Adelard Memorial Fund
1,050
IIminster Excavation Project
326
Major Grants
13,508
SW Museums 2
238
Jane Austen Fund
7,500
Bath Spa Digital Marketing Internship
1,000
Adopt a Book
-
28,558
Endowment funds
Freehold Property Fund
3,331,114
1824 Fund
2,255
3,333,369
TOTAL FUNDS
3,963,825
Endowment
funds
£
1,081,114
2,390,000
2,255
-
-
3,473,369
Net
movement
in funds
£
(27,322)
(7,896)
-
-
-
-
-
-
-
(35,218)
-
-
-
-
(6,049)
(238)
-
(1,000)
61
(7,226)
140,000
-
140,000
97,556
2023
£
1,259
4,407
5,666
2023
Total
funds
£
1,092,848
2,923,556
260,218
(185,498)
(29,743)
4,061,381
Transfers
between
funds
£
27,322
9,008
-
-
-
-
-
11,451
(40,322)
7,459
-
-
-
-
(7,459)
-
-
-
-
(7,459)
-
-
-
-
2022
£
817
-
817
2022
Total
funds
£
1,093,285
2,841,020
225,598
(156,769)
(39,309)
2022
£
817
-
817
3,963,825
At
31.3.23
£
50,000
11,734
10,744
20,811
200,000
1,666
29,508
67,000
182,676
574,139
2,095
2,841
1,050
326
-
-
7,500
-
61
13,873
3,471,114
2,255
3,473,369
4,061,381

22. ANALYSIS OF NET ASSETS BETWEEN FUNDS

23. MOVEMENT IN FUNDS

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continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

23. MOVEMENT IN FUNDS - continued

Net movement in funds, included in the above are as follows:

Unrestricted funds
General fund
Fixtures and Fittings Fund
Restricted funds
Major Grants
SW Museums 2
Bath Spa Digital Marketing Internship
Adopt a Book
Endowment funds
Freehold Property Fund
TOTAL FUNDS
Incoming
resources
£
300,932
-
300,932
9,001
-
-
422
9,423
-
310,355
Resources
expended
£
(303,104)
(7,896)
(311,000)
(15,050)
(238)
(1,000)
(361)
(16,649)
-
(327,649)
Gains and
Movement
losses
in funds
£
£
(25,150)
(27,322)
-
(7,896)
(25,150)
(35,218)
-
(6,049)
-
(238)
-
(1,000)
-
61
-
(7,226)
140,000
140,000
114,850
97,556
Gains and
Movement
losses
in funds
£
£
(25,150)
(27,322)
-
(7,896)
(25,150)
(35,218)
-
(6,049)
-
(238)
-
(1,000)
-
61
-
(7,226)
140,000
140,000
114,850
97,556
(35,218)
(6,049)
(238)
(1,000)
61
(7,226)
140,000
97,556

Comparatives for movement in funds

Unrestricted funds
General fund
Fixtures and Fittings Fund
Valentine Fund
Cassidy Fund
Contingency Fund
Youth Activities Fund
Bath Society Fund
Planned Maintenance Programme Fund
Income Generating Fund
Restricted funds
Collections Preservation Fund
Youth Activities Fund
Adelard Memorial Fund
IIminster Excavation Project
Major Grants
SW Museums 2
Jane Austen Fund
Bath Spa Digital Marketing Internship
Adopt a Book
Endowment funds
Freehold Property Fund
1824 Fund
TOTAL FUNDS
At 1.4.21
£
50,000
17,489
10,744
20,811
200,000
1,666
29,508
-
255,929
586,147
95
2,841
1,050
326
22,629
-
-
-
(16)
26,925
3,331,114
255
3,331,369
3,944,441
Net
movement
in funds
£
22,618
(6,867)
-
-
-
-
-
-
-
15,751
2,000
-
-
-
(9,121)
238
7,500
1,000
16
1,633
-
2,000
2,000
19,384
Transfers
between
funds
£
(22,618)
-
-
-
-
-
-
55,549
(32,931)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
At
31.3.22
£
50,000
10,622
10,744
20,811
200,000
1,666
29,508
55,549
222,998
601,898
2,095
2,841
1,050
326
13,508
238
7,500
1,000
-
28,558
3,331,114
2,255
3,333,369
3,963,825

Page 20

continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

23. MOVEMENT IN FUNDS - continued

Comparative net movement in funds, included in the above are as follows:

Incoming Resources Gains and Movement
resources expended losses in funds
£ £ £ £
Unrestricted funds
General fund 209,328 (223,640) 36,930 22,618
Fixtures and Fittings Fund - (6,867) - (6,867)
209,328 (230,507) 36,930 15,751
Restricted funds
Collections Preservation Fund 2,000 - - 2,000
Major Grants 85,720 (94,841) - (9,121)
SW Museums 2 2,690 (2,452) - 238
Jane Austen Fund 7,500 - - 7,500
Bath Spa Digital Marketing Internship 1,000 - - 1,000
Adopt a Book 361 (345) - 16
99,271 (97,638) - 1,633
Endowment funds
1824 Fund 2,000 - - 2,000
TOTAL FUNDS 310,599 (328,145) 36,930 19,384

Unrestricted funds

The General Fund represents free reserves available to satisfy working capital and cashflow requirements for BRLSI's regular operations.

The Contingency Fund represents provisions against identifiable financial risks the Institution might encounter, including loss of tenancy income and the costs of unplanned maintenance of 16-18 Queen Square, as set out in the Reserves Policy above.

The fixtures and fittings fund represents the net book value of other fixed assets.

The Income Generating Fund generates income to spend on charitable activities and consists of a broad portfolio of actively managed investments, as described in the Reserves Policy above.

The Valentine Fund represents a legacy and other funds realised from the Estate of Dr Rex Valentine. The fund will support activity related to the Visual Arts and the establishment of a modern library for the use of BRLSI Members.

The Cassidy Fund represents the value of a legacy gratefully received from the estate of the late Dr Brian Cassidy, a long-standing member of the Institution.

The Youth Activities Fund supports our Youth Activities.

The Bath Society Fund represented a legacy received on the winding-up of the Bath Society. The Bath Society Fund aims to support, among other activities, the following: (i) the annual John Wood Architectural Lecture, (ii) specific publications aimed at young people, e.g. BRLSI Trails, and (iii) Coordination and support for specific youth activities.

The Income Generating Fund includes legacies gratefully received over previous years. Past practice has been that legacies above a threshold of £10,000 have been allocated their own designated funds, with the income generated from their contribution to the overall investments being used to support BRLSI's charitable purposes. Since the previous of these (the designated Cassidy Fund) was established in financial year 2015-16, the Charity Commission has updated its guidance on the use of designated funds (guidance document CC19). The Institution is therefore currently reviewing the optimum way for legacies to be recorded so that the contribution of each of them to the sustainability of the Institution is clearly recognised on an enduring basis and that all unrestricted legacies are treated in an equal way.

Page 21

continued...

Bath Royal Literary and Scientific Institution

Notes to the Financial Statements - continued for the Year Ended 31 March 2023

23. MOVEMENT IN FUNDS - continued

The Planned Maintenance Programme Fund represents the funds reserved for the planned 5-year maintenance programme for the building, with the majority of costs being incurred in Year 5 (2023/24). The value of the fund is currently £67,000 and is expected to reach £93,000 in early 2023/24. Expenditure under the plan is recognised in the year it occurs.

Endowment funds

The 1824 Fund has been established to provide additional capital and income to support our charitable objectives over the longer term. It represents BRLSI's Expendable Endowment.

The freehold property fund represents 16-18 Queen Square which is held as a permanent endowment. Included within this fund is the revaluation reserve of £3,471,114 (2022: £3,331,114).

Restricted funds

The Adopt a Book Fund holds donations made for the restoration of specific antiquarian books in the Institution's collection.

The Collections Preservation Fund is used for the restoration of specific items from the Collections.

The Restricted Youth Activities Fund supports our Youth Activities.

The Adelard Memorial Fund exists to support the establishment and maintenance of a memorial to Adelard of Bath, often referred to as 'England's first scientist'.

The Ilminster Excavation Project Fund records donations and an award from the Curry Fund of the Geologists' Association for a pilot study of a new site in Ilminster, Somerset in August/September 2019, in collaboration with the University of Bristol.

Major Grants: During 2022/23, we received the final balance of 10% the £90,800 National Lottery Heritage Fund to help us adapt and recover post COVID.

The Jane Austen fund is intended to support activities dedicated to encouraging interest and appreciation of Jane Austen and her works, with funds kindly provided by the Jane Austen Bath and Bristol (JABB) society.

The Bath Spa Digital Internship fund is a grant provided to the institution by Bath Spa University as a contribution to the costs of a summer intern working on digital marketing to enhance the social media profile of the Institution.

Transfers between funds

A transfer of £7,459 out of the major grant fund to the designated fixed asset fund was done to recognise fixed ssets purchased from restricted funds.

24. EMPLOYEE BENEFIT OBLIGATIONS

BRLSI makes pension contributions to the Avon Pension Fund but it does not have employer status within this scheme. The assets of the scheme are held separately from those of BRLSI in an independently administered fund. The pension cost charge represents contributions payable by BRLSI to the fund and amounted to £7,111 (2022: £567). £Nil (2022: £Nil) was payable to the fund at the balance sheet date.

25. RELATED PARTY DISCLOSURES

In the year, the only related party transactions were purchases of annual memberships, all of which are in line with the normal course of business and the transactions were completed at an arm's length basis.

Page 22