OpenCharities

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2025-03-31-accounts

FOUNDATION Annual Review 2025

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FOUNDATION The Walcot & Hayle's Trustee (company 61338491 is sole trustee of The Walcot Educational Foundation (312800), The Hayle's Charity (312800-1), The Walcot Non-Educational Charity1312800-2) and The Lady Cynthia Charity (312800-3)

WALCOTFOUNDATION Financial Statements Year ended 31 March 2025

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WALCOI FOUNDATION The Walcot & Hayle's Trustee (company 6133849) is sole trustee of The Walcot Educational Foundation (312800), The Hayle'5 Charity (312800-1). The Walcot Non-Educational Charity (312800-2) and The Lady Cynthia Charity {312800-3)

Walcot Foundation Post-Audit Management Report Year Ended 31 March 2025

Post-Audit Management Report

We have completed the audit of Walcot Foundation for the year ended 31 March 2025 and we expect to issue an unqualified audit opinion.

This report covers the findings from our audit, the scope of which was communicated to you prior to commencing the work. It includes some recommendations for improving the accounting and internal control systems as well as highlighting some future developments that may be of interest to the Board.

We hope that the recommendations are practical and are able to be implemented. We would be grateful if you could discuss the points as a board and will welcome a written response. Please extend our thanks to Marcia, David and Djilali for all their help with the audit.

If you have any concerns or questions arising from this report, please contact Samir Chandoo or Ranna Rizvi.

Yours faithfully,

Moore Kingston Smith LLP

Date: 4 December 2025

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Contents

Audit Approach 4
Significant findings from the Audit 8
Operation of the Accounting and Internal Control Systems 9
Sector and regulatory updates 12
Other matters 39

This report has been prepared for the sole use of the board of Walcot Foundation and must not be shown to any third parties without our prior consent. No responsibility is accepted by Moore Kingston Smith LLP towards any third party acting or refraining from action as a result of this report.

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Audit Approach - Risks

As outlined in our audit scoping report dated 22[nd] April 2025 our audit approach is based on an assessment of the audit risk relevant to the individual financial statement areas. Areas of risk are categorised according to their susceptibility to material misstatement, whether through complexity of transactions or accounting treatment. For each area we calculated a level of testing and review sufficient to give comfort that the financial statements are free from material misstatement.

In order that we were able to perform an appropriate level of audit testing, a figure of £2,471,502 was calculated at the planning stage for overall materiality. We did not need to revise this because of any of our findings from the audit.

The following table lists any risks identified at the planning stage and during the audit, our approach to mitigate the risk and our conclusions from completing this work.

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Audit approach – Risks (continued)

Risk

Fraud & Management Override (including accounting estimates and judgements)

Under International Standard on Auditing (UK and Ireland) 240 “The Auditor’s responsibility to consider fraud in an audit of financial statements” (‘ISA 240’), there is a presumed significant risk of management override of the system of internal controls.

We are not responsible for preventing fraud or corruption - the primary responsibility for the detection of fraud rests with management. Their role in the detection of fraud is an extension of their role in preventing fraudulent activity. They are responsible for establishing a sound system of internal control designed to support the achievement policies, aims and objectives and to manage the risks facing the organization; this includes the risk of fraud.

Audit Approach

Our audit work in this area will include:

Conclusion

From a sample review of the journal transactions and miscellaneous payments, no instances of management override were identified.

During our testing we didn’t identify any concerns over the key estimates used and are satisfied that they were appropriate,

During our testing we found the transactions tested to be authorised and to be genuine charity expenditure.

Within any organisation, the risk that the financial statements are materially misstated through management override of controls and bias around significant judgements and estimates is always present.

Given the comparatively small senior management team, there is an inherently increased risk of management override.

We remain vigilant to the possibility throughout our audit work and are required by auditing standards to consider this a significant risk on all audits.

Significant transactions outside the normal course of business We have not been made aware at this stage of any significant transactions which have occurred outside of the normal course of business.

We will reconfirm this with management at the time of our audit fieldwork and remain alert throughout the audit to any such transactions which have not already been disclosed to us.

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Audit approach – Risks (continued)

Risk

Revenue recognition

We are also required to presume that there may be risks of fraud in the recognition of income in the financial statements and to conduct our audit testing accordingly.

Our key area of focus will be on the capture and processing (including any restrictions or designations) of the various sources of income, focusing on the main income streams – based on the analysis provided by management.

Overall, there is a risk that income may be materially incomplete, and cut-off may not have been properly applied which may result in income not being recorded in the correct accounting period.

Audit Approach

As part of our audit, we will:

• document our understanding of the procedures used to achieve control over the capture, processing and disclosure of the company’s and charity’s key income streams and test the design and implementation of the key controls in these areas, in particular voluntary income and grant/external funding income;

In particular, we will :

I. review the adopted revenue recognition policy to ensure continued appropriateness and compliance with recognition defined by the Charities FRS 102 SORP via substantive sample testing. We will further ensure the income has been appropriately classified between unrestricted and restricted funds.

II.further ensure that any restrictions / conditions (including clawbacks) have been appropriately identified;

Conclusion

From the sample testing completed, we are satisfied that revenue is not materially misstated and has been recognised in the correct period.

From our testing we found that income was allocated to the relevant funds appropriately.

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Audit approach – Risks (continued)

Risk Audit Approach Conclusion
Valuation of the Investment Properties We will: From our sample testing we have gained
There is a risk that the value of both the reasonable assurance that the properties are
commercial and residential properties held is review and validate third party report on disclosed at fair value.
materially misstated. valuation of Investment properties.
analytically review valuations of properties We conducted detailed analysis and reviewed the
and investigate any significant differences assumptions for a sample of properties and are
from prior year. satisfied that the valuations are not materially
verify historic cost to purchase agreements. misstated.
Discuss with Savills with respect to the
assumptions used in the valuation report
Operation of the various schemes and We will perform testing to gain assurance that Following our review on reserves, and sample
Funds in use income and expenditure are being allocated to testing undertaken, income (including gains) and
There is a risk that conditions of the various the correct scheme/fund and transfers from expenditure (including losses), and transfers are
schemes/funds are not being met. one fund to another are being done correctly. being allocated to the various funds/schemes in
accordance with the various scheme rules.

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Significant findings from the audit

We are required under International Standards on Auditing to request you to correct all misstatements identified during our audit, except for those that are clearly trivial.

Corrected misstatements and reclassifications

There were no corrected misstatements identified by us during our audit work.

Uncorrected immaterial misstatements and reclassifications

There were no uncorrected misstatements identified by us during our audit work.

Observations concerning the operation of the accounting and control systems

There are no matters to be brought to your attention concerning the operation of the accounting and control systems. We have, however, included an assessment of the extent to which our previous recommendations have been implemented.

Management representation letter

A draft of our proposed management representation letter has been sent to you under separate cover. All the matters included in this letter on which we seek the Governors’ formal confirmation are in respect of routine matters, except point 12 re fair values of the investment property and point 13 regarding the non-depreciation of property.

Independence and objectivity

Having considered our independence and objectivity as auditors for the period under review we believe the following matters, and the safeguards we have put in place, should be brought to the attention of the Board.

Threat : We are preparing and submitting the 2025 tax computation and return of Walcot Projects Limited to HMRC.

Safeguard : All the information submitted to HMRC is prepared and reviewed based on the accounts and information provided by management, we are not making management decisions as entries in the computation and tax return are made and approved by management.

Due to the nature of an audit, we may not have identified all weaknesses within the accounting and internal control systems which may exist, and the contents of this section of our report and any items disclosed in this report should not therefore be taken as a comprehensive list of such weaknesses.

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Operating of the accounting and internal control system

We are required to report to you, in writing, significant deficiencies in the internal control environment that we have identified during the course of our audit. These matters are limited to those which we have concluded are of sufficient importance to be reported to you. Our audit cannot necessarily be expected to disclose all matters that may be of interest to you and, as a result, the matters reported may not be the only ones which exist. As part of our work, we considered internal controls relevant to the preparation of the financial statements such that we were able to design appropriate audit procedures. This work was not for the purpose of expressing an opinion on the effectiveness of internal control.

We have categorised the internal deficiencies noted via a colour-scale rating system. The key to which follows:

We consider this to be of critical importance and would recommend that it is addressed as a matter of urgent priority

The control should be strengthened to enhance operational efficiency but we do not consider this to be an urgent priority

This is provided for either information only or we do not consider there to be a risk of material loss This is a prior year management letter point that has been resolved

There are no matters requiring attention because of our audit work on the 2025 financial statements .

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Operating of the accounting and internal control system

Prior year observation Recommendation Implementation response 2025 update: Following a conversation with Aged debtors discrepancies Finance, the aged debt report is reconciled on a regular basis, and we are satisfied that the We noted a difference between the Aged Receipts should be allocated as soon as difference found has stayed at this level for Debtors Report and the balance in the financial possible, once received. several years. Finance is aware of the reasons statements of £12K. This was due to amounts for this discrepancy. having been received from debtors during the year, not allocated until post year end. This point has therefore been satisfied .

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Sector Updates

Sector Updates

The new FRS 102 Charity SORP

The Charities Statement of Recommended Practice (SORP) has been released, following a lengthy consultation to ensure it reflected the changes introduced by the Financial Reporting Council to FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland. The new SORP will become effective from 1 January 2026 (impacting 31 December 2026 and 312 March 2027 year ends for the first time). Thew new SORP can be found here: https://www.charitysorp.org/documents/d/guest/charities-sorp2026-1

As we have already mentioned previously, the changes include:-

However, it has been recognised that there is still some uncertainty over the thresholds, and this will be reviewed during 2026-27.

SORP 2026 requires charities to account for most operating leases on the balance sheet, resulting in an increase in assets and liabilities. There will also be changes to how a charity presents expenses relating to the lease in the statement of financial activities. A potential impact of this, is that it increases the gross asset value of a charity and pulls them into the requirement to have an audit.

However, operating leases for less than 12 months and/or low value leases are not considered. Furthermore, any leases that are below market value can be treated as a Gift in Kind.

On revenue recognition, the SORP adopts the new FRS 102 approach with the introduction of a five-step revenue recognition model for income from exchange contracts (as opposed to non-exchange contracts) – an exchange contract being a contract that has performance obligations attached to it. This means that charities will need to recognise income from exchange contracts differently and they will have to carefully assess their revenue recognition accounting policies to ensure they are compliant with the new requirements.

The 5 steps of recognition include:

Each tier will have its own set of reporting requirements with the greatest reporting being reserved for those charities that fall into Tier 3 (greater than £15m of income).

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Sector Updates

A possible relief to many is that cash flow statements is reserved for Tier 3 charities only . However, the standard setters are asking those in Tiers 1 and 2 to think about whether the cashflow statement adds value to their users, before eliminating it.

SORP 2026 has introduced a few changes to the Trustees Report:

The Charity Commission for England and Wales plans to work with DCMS to consider further changes including the potential development of a standard form for receipts and payments accounts and the digitisation of charity accounts filing .

To review the DCMS consultation, please see here: Consultation on financial thresholds in charity law: government response - GOV.UK and Changes to charity accounting and reporting - GOV.UK

The overall aim of the new disclosures being to enhance the accountability and transparency of charity financial statements.

Charity Audit Threshold to rise

Following its own separate consultation, DCMS has announced some threshold changes, which will come into effect on 1 October 2026:

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THE CHARITY SORP: Practical Tips

The next iteration of the Charities Statement of Recommended Practice (SORP) is being implemented from 1 January 2026, so for most charities this will be applicable for the first time for the year ended 31 December 2026 or 31 March 2027. Feels like a long way away, but when a new SORP is applied for the first time there are “retrospective applications” resulting in restatements for the comparative period and adjustments to opening balances at the start of the prior year (so 1 January 2025 or 1 April 2025).

The upcoming changes to the Charities SORP (and FRS 102 that impact on charities) will have challenges but it is also an opportunity to improve processes and aid transparency, for example regarding income contracts and lease agreements.

In November 2024, the FRC issued an updated suite of FRS 102 factsheets, intended to highlight certain requirements arising from the changes and include factsheets for the two key topics mentioned above. These will assist you in preparing for changes early.

Key changes arising from the revised FRS 102 (and their impact on charities)

While the new five-step model may require a change in mindset and is likely to take time to get used to once effective, having a single revenue recognition model should achieve more consistent and comparable accounting. Ultimately, this will lead to higher quality, more reliable information – an ambition ICAEW supports

Practical steps to undertake now (or soon)

Practical tips for charities to start preparing for the upcoming changes.

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Also consider the impact of the changing recognition, for example for bank covenants (or on whether the charity breaches the asset-related audit threshold).

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New Charity Governance Code (CGC)

Following a lengthy consultation that started in 2024, the much-anticipated revised Charity Governance Code has been launched and is effective from 3[rd] November 2025. The update, from the previous Code, is intended to improve accessibility and should remove barriers to its use. “Our response emphasises the need for scalable expectations and practical guidance – particularly for smaller charities -so that the Code remains aspirational without being burdensome.”

Radojka Miljevic, Chair of the code’s steering group, said: “This is the most significant refresh of the code in eight years, and it could not have been achieved without the thoughtful input of a wide range of charities, professionals and other stakeholders.”

As a reminder, the Code’s principles, rationale and outcomes apply to all charities , although the recommended practice to meet those Principles will vary. As the Code is not mandatory this offers flexibility, in terms of approach and timing, to charities who are interested in benchmarking themselves against it.

Furthermore, there has been several changes in the overall governance landscape that has helped shape the new Code: Code of Fundraising Practice (which becomes effective from the 1[st] of November), the Revised SORP (which becomes effective from the 1[st] of January 2026), the Charity Investment Governance Principles (published in February 2025) alongside the Commission’s CC14 guidance alongside other Commission guidance around Charity Meetings, Conflicts of Interest, Trustee Decision Making and Fraud. Taken together, trustees will now be required to demonstrate how the Board demonstrates it is acting with good governance when reviewing its risk appetite, investment policies, fundraising practices, digital policies and, if necessary, its political activities.

Although the 7 core principals haven’t changed it is expected that there will be a stronger emphasis placed on the areas of:

Further information about the new code can be found here: Using the Code — Charity Governance Code

An interactive online version of the code will launch next year to help boards explore resources and case studies tailored to their size and structure.

Many of the governance reviews that we have undertaken for clients focus on looking at all or a selection of the CGC Principles, depending on our clients’ needs. We help clients to assess themselves against the CGC, through identifying relevant best practice – and benchmarking the organisation against it.

If you would like to consider how you compare against the new Code or like to refresh your governance framework against the new Code, please speak to your engagement Director to find out more.

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Revised Code of Fundraising Practice

The revised Code of Fundraising Practice came into effect on 1 November 2025 and adopts a principles-based format that is designed to be better suited to modern fundraising, will support innovation in the sector and will allow fundraisers to apply the principles across a broad range of scenarios.

The Code needed a revision: technological developments, societal behavioural changes and revised legislation all made aspects of the old Code less relevant. The likelihood that there will be more technology, society and legislation developments also necessitated a Code that could be futureproofed. To be future-proof, the new Code is principles-based rather than prescriptive, as its principles will be less likely to change over time. That means that more is required from fundraisers to judge what is the right approach. Undoubtably future investigations and their findings will provide clarification of greyer areas.

The Code, while being 45% shorter than the previous Code, does have new content on how charities should interact with the Regulator. It also has supplementary guides which weren’t in the former Code. The Regulator has produced initial guides on due diligence, documenting fundraising decisions, and monitoring fundraising partnerships. There will be more to come over time. These guides will help fundraisers interpret the principles of the Code; the first batch cover quite fundamental issues. This approach may herald a much more two-way relationship between the regulator and the regulated, where the implications of the Code can be carefully explored, rather than there being more of a poacher/ gamekeeper relationship, where the Regulator tends to step in when charities have erred.

fundraising partners will be paid; and the name and details of the collector, if different from the charity.

The final version of the code also includes an additional requirement urging online fundraising platforms to respond appropriately to reasonable requests from charitable institutions.

The new Code has more of an emphasis on charities’ responsibilities to their fundraisers, a move that will be welcomed within the profession. This reflects societal changes which have made it harder for fundraisers to ask for donations. It also speaks to the importance of wellbeing and the risk that fundraisers may make themselves vulnerable in their roles of those doing the asking.

The Regulator has set a six-month implementation period until 1 November before the new Code will be enforceable. Charities that have been compliant with the old Code will need time to ensure that clauses in the new Code don’t conflict with their current practice.

At Moore Kingston Smith Nonprofit Advisory, we can take a strategic perspective to reviewing your compliance against the new Code and recommend where changes to policies and practice would improve your fundraising efficiency and effectiveness. Get in touch to find out more.

The code says donors must be able to see clear, accurate and up-to-date information about unstaffed collections, which includes the name of the charity receiving the donation, its registration number and contact details. If organised by a third-party collector, the information must also include details of how any

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Data Use and Access Bill 2025 (E-mail Marketing Rules)

Changes to the law include clarifying how personal information can be used for research; lifting restrictions on some automated decision making, setting out how to use some cookies without consent, allowing charities to send people email marketing without consent in certain circumstances, requiring organisations to have a data protection complaints procedure, and introducing a new lawful basis of recognised legitimate interests.

The government has accepted that they need to make amendments to the Data Use and Access Bill (i.e. the e-mail marketing rules), put forward by Lord Clement-Jones which has the potential to increase annual donations to charities to the tune of £290m.

For the first time since 2003, charities will be on a level playing field with for-profit entities with respect to their ability to contact potential donors by e- mail/SMS. The detail revolves around the ability for charities to use a soft opt-in approach rather than relying on consent as the only lawful reason to send direct marketing messages about their charitable purpose.

Until now, charities have been excluded from using the soft opt0in approach under the PECR (2003) which distinguished between charitable purposes and business purposes. Charities could only send a personal e-mail address or text message if informed consent had been given at the point of donation . This has led to a sophisticated set of tick-boxes being used to persuade donors to allow on-going electronic communications.

The Data Use and Access Act (DUAA) will bring some important updates to UK data protection law as charities will soon be able to use the soft opt-in method to send direct marketing emails, texts, and social media messages. Soft opt-in will therefore allow a data controller to use someone’s personal e- mail address, or mobile number, to follow-up on an earlier purchase. This is done on the basis that if the ‘data subject’ was sufficiently interested to make a purchase, then they would expect to be informed about similar products or services which they may also wish to purchase.

The bill has now received Royal Assent, and charities will be able to send direct marketing e-mails/text messages if they have obtained the contact details when the individual was expressing an interest in supporting or donating to the charity – the rule change does not cover phone calls. The charity needs to provide a simple means of refusing direct marketing messages, both at their initial point of data capture and during all subsequent communications.

It should be remembered that DUAA amends, but does not replace, the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA) and the Privacy and Electronic Communications Regulations (PECR).

The changes will be phased in between June 2025 and June 2026, but details of exact timings has not been released. While most provisions are expected to come into force in August or December 2025, some may take up to 12 months. However, the Information Commissioner’s Office (ICO) website has detailed updates on the changes under the Act.

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Furthermore, charities must follow some specific rules:

John Edwards, Information Commissioner, said: ‘The Data (Use and Access) Act 2025 gives organisations using personal information new and better opportunities to innovate and grow in the UK, and further enhances our ability to balance innovation and economic growth with strong protections for people’s rights.

Over the coming months new guidance will be launched, consultations will open, and practical tools will be created to help charities embed the Act’s principles into their operations.

What can you do now to help you prepare for the change?

While the change of law creates the possibility to generate significantly more fundraised income, charities should also note that the new Act also increases the level of fines for breaches of the regulations from a maximum £500,000 to £17.5m, or 4% of global turnover, whichever is greater.

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The Economic Crime and Corporate Transparency Act 2023 (ECCT Act) – Failure to prevent fraud

One of the key changes being brought about by the ECCT Act is the new criminal offence of failure to prevent fraud.

Although this currently applies to organisations (whether in incorporated in the UK or outside the UK ) that have more than 250 employees, £36m of turnover/income or total assets of more than £18m , this is likely to filter down to all organisations and it would be advisable for small and mediumsized organisations to also take heed of the guidance issued, especially as they may also be liable if they form part of the chain.

Although this applies to incorporated organisations, only, unincorporated organisations are advised to consider the proposals for good governance purposes.

Under the new legislation, as of 1 September 2025 (only 8 months left to comply), large organisations would become criminally liable to a fraud offence committed by an employee, subsidiary or agent, for the organisation's benefit, where the organisation did not have reasonable fraud prevention procedures in place. In certain circumstances, the offence will also apply where the fraud offence is committed with the intention of benefitting a client of the organisation (even if there is no advantage gained). It does not need to be demonstrated that directors or senior managers ordered, or knew about, the fraud.

The issue of who is intended to benefit from the underlying fraud is key to determining whether a relevant organisation can be held accountable for the offence of failure to prevent fraud. However, an organisation does not need to receive any benefit for the offence to apply. It is enough that the organisation was intended to be the beneficiary.

Individuals who carried out the actual fraud can still be prosecuted under existing laws, but, crucially, the organisation which employs them will now face a prosecution too if investigators can reasonably conclude that they failed to prevent the crime .

The processes and controls that organisations should have in place should be informed by the following six principles:-

The offence of failure to prevent fraud applies to specific fraud offences, which the guidance refers to as ‘base fraud’ offences. These are listed in Schedule 13 of the Economic Crime and Corporate Transparency Act 2023 (Economic Crime and Corporate Transparency Act 2023).

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Organisations, must start planning properly for compliance with this new regime and ensuring their systems, policies and procedures are brought up to date and are in place to avoid falling foul of the new legislation. There is no “grace period” provided for, so organisations with multi-lingual staff and where the concepts of economic crime compliance requirements may be very different, will find this a challenge.

Suffice to say that this change is something the Serious Fraud Office (SFO) is intending to take advantage of, as this will assist them to improve their enforcement record when it comes to economic crime.

For areas of the business identified as being particularly high risk of fraud, consider obtaining professional advice on policies and procedures to ascertain whether there are sufficient checks and balances in place and to obtain advice as to additional checks, balances and safeguards which could be introduced. The fact that professional advice has been obtained may assist in the event of a prosecution as it demonstrates that proper steps have been taken to consider policies, procedures and safeguards.

The onus will lie with businesses to demonstrate they have taken steps to prevent fraud, and they will no longer be able to turn a blind eye to the actions of employees and associates.

Further information regarding the new guidance can be found here: Economic Crime and Corporate Transparency Act 2023: Guidance to organisations on the offence of failure to prevent fraud (accessible version) - GOV.UK

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Cyber Crime

The annual cybersecurity breaches survey reports that 30% of charities experienced a cybersecurity breach or attack in the previous 12 months, equating to around 61,000 registered charities.

The most common attacks (86% of charities surveyed) are phishing attacks, in which staff receive fraudulent e-mails or are directed to bogus websites, followed closely by people impersonating organisations in e-mails or online and then viruses and malware.

Charities with an income of over £500,000 were more likely to see cybersecurity as a high priority (88%). However, the findings suggest that only one or two board members possess the required technical skills/knowledge in cyber security.

Furthermore, limited training appears to have been spent on cyber security awareness for charity staff. There has also been a marked decline in deploying activities to identify cybersecurity risks, reviewing immediate supplier risks and having a formal cybersecurity strategy in place.

There are 169,029 registered charities in England and Wales with an annual sector revenue value of £99.7 billion. All of these charities collect huge volumes of data from donors through to beneficiaries, and a significant number of these share data with external organisations such as marketing companies or donor management providers. It is therefore quite easy to see the motives for direct attacks on charities and cyber criminals aim to access charities’ networks and/or information through the supply chain.

good governance.

Trustees don’t need to be technical experts, but they do need to know enough about the importance of cyber security, to facilitate educated discussions and collaboration with key staff, volunteers and stakeholders.

On this note, and in the face of relentless cyber attacks on UK organisations, DSIT (Department for Science, Innovation and Technology) and NCSC (National Cyber Security Centre) have produced a range of documents and advice, much of it targeted at Boards including a new Cyber Security Governance Code (which can be accessed here: Cyber Governance Code of Practice - NCSC.GOV.UK)

In summary, the risks to all charities from cyber-crime are increasing in terms of impact, significance, cost and repercussions. The nature of the sector model and its reliance on financial donations (often processed by a thirdparty), means that all organisations need to be aware of (and guard against) the cyber threat.

Further information on the role of trustees can be found here: DATA PRIVACY: Understanding the responsibilities of the Trustee - MOORE ClearComm

A copy of the cybersecurity breaches survey can be found here: Cyber security breaches survey 2025 - GOV.UK

A copy of the Cyber Security Toolkit for Boards can be found here: Cyber Security Toolkit for Boards - NCSC.GOV.UK (However, see overleaf.)

The Board is ultimately responsible for making sure a charity is taking appropriate measures to protect itself from a cyber attack ( not the IT team) and taking steps to stay secure online is deemed to be a core component of

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Strengthening Cyber Resilience

Charities and nonprofit organisations are increasingly reliant on technology to deliver their services and engage with stakeholders. Many operate with limited budgets and minimal in-house IT expertise, leaving them vulnerable to phishing, ransomware, and data breaches and, ultimately, easy targets for cybercriminals.

The National Cyber Security Centre (NCSC) has recognised these challenges and developed a free Cyber Security Toolkit. The toolkit offers a selfassessment approach that helps users identify where they stand against a set of practical security principles, and points them toward clear, actionable guidance to address gaps.

Why the toolkit matters

This toolkit is a powerful enabler. It raises awareness of key risks, demystifies technical jargon, and provides a structured way to take stock of existing practices. Carrying out a self-assessment helps charities better understand their vulnerabilities and empowers them to have more informed discussions with trustees, staff, and IT providers.

Even if an organisation has limited internal expertise, the simple act of completing the toolkit demonstrates a commitment to safeguarding the data of beneficiaries, donors, and employees. It provides visibility of where investment and support are most needed and encourages a culture of continuous improvement rather than reactive problem-solving.

A valuable first step but not the destination

While the toolkit is an excellent starting point, it is not a substitute for professional expertise. Some of the recommended security controls — such as multi-factor authentication, secure configuration, and data backup — strategies can appear straightforward but are technically complex in

practice.

In our experience of working with charities and nonprofits, we often find that their IT service providers may not always possess specialist cybersecurity knowledge. This can lead to a false sense of assurance: believing a control is effectively implemented when, due to misconfiguration or incomplete deployment, it is not . Our work with organisations has found that a focused cyber security review and roadmap is required to help identify key risks and determine where improvements in system configurations are needed. A culture of continuous monitoring and supported preparation for Cyber Essentials certification can then be put into effect. The result of such a detailed exercise is stronger protection of beneficiary data, reduced exposure to cyber threats, and greater confidence among trustees and leaders in managing cyber risk sustainably.

The logical next step would be to achieve Cyber Essentials or Cyber Essentials Plus certification, which provides independent assurance that fundamental security controls are in place and operating effectively .

How we can help

Our team supports charities and nonprofits in making the most of the NCSC toolkit, helping to interpret its findings, validate technical measures, and prepare for Cyber Essentials certification.

To help you get started, we’re offering a free 30-minute, no-obligation call with one of our cyber consultants. It’s an opportunity to ask any questions you may have about the NCSC toolkit, discuss your organisation’s specific challenges, and get practical advice on how to shape your approach to cyber resilience.

If you wish to find out more, please speak to your Audit Partner or Manager in the first instance. For more information, see here

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Gift/Donation Acceptance Policy

The new legal rules for trustees when deciding whether to accept, refuse or return a donation were published in March 2024 and the Charity Commission has now released new guidance on gift acceptance.

The guidance maintains the Commission’s perspective that the starting point is that gifts should be accepted by a charity , with David Holdsworth (Chief Executive of the Charity Commission) recently re-affirming the guidance and urging trustees to accept ‘contentious or controversial’ donations if they are in the charity’s best interests. The revised guidance now states that charities now have the power to return a donation or dispose of assets without asking the Commission, as would have been the case before.

This raises an interesting quandary with the question of whether to return, for example, cultural artefacts, which the Commission has previously not been in favour of. It does, however, align the guidance with recent changes to charity law to simplify the threshold for the process of dealing with a failed appeal which either raised too little or too much money with restrictions on its use.

The guidance highlights the importance of a charity having clear gift acceptance policies in place. The absence of a policy or a poorly worded and outdated policy will make it harder for trustees to return donations. Care is also needed to separate ethical issues from reputational damage issues in these policies, so that trustees can be clear on what grounds they are using, should they decide to return a donation.

Some key considerations where donations can be refused or returned include:-

In all cases, should a charity return/refuse a donation, the trustees must make their decision on the grounds that it is "rational and reasonable and supported by clear evidence."

If you require assistance with the creation of a gift/donation acceptance policy, please do speak to your audit engagement partner who can advise further.

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Charities Act 2022 (Parts 15 and 16): Ex-Gratia Payments

Under the Charities Act 2011, charities must apply to the Charity Commission for permission to make ex gratia payments. The rationale behind the requirement is from the duty to only use charity funds to further the charity’s purposes. Charities want to avoid any breach of their obligations and having the blessing of the Charity Commission (or the courts), means they can proceed with ex gratia payments without the risk of criticism, or other potential ramifications of a breach of their obligations.

However, Parts 15 and 16 of the new Charities Act 2022 (which will come into effect later in 2025) will make changes to this requirement and trustees/management will need to ensure that they are ready for its implementation. Such preparations may include:

Sections 15 and 16 of the Charities Act 2022

Under sections 15 and 16 it will become possible for charity trustees to make small ex gratia payments where there is a moral obligation. In such cases, the requirement to seek Charity Commission consent will be removed . The definition of what is a “small” ex gratia payment will depend on the charity’s gross income.

In the case of larger ex gratia payments, permission from the Commission will still need to be obtained, and all ex-gratia payments will still need to appear in the charity’s annual accounts.

These changes will equally apply to Statutory Charities – i.e. those Charites that are incorporated/governed by a specific Act of Parliament.

Current Charity Commission guidance states that the Commission will not interfere with de minimis (under £1,000) payments being made without consent. This is still restrictive for larger charities with considerable funds, which may receive numerous ex gratia payment requests.

Any decision to make an ex-gratia payment must be made by the charity trustees, and the power to make the decision cannot be delegated.

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Trustee/Connected Party Remuneration - CC11 (revised)

On the 25[th] of April 2025, the Commission published revised guidance on the payment of remuneration to trustees/connected parties, to help trustees think through the issues and risks, determine if they have powers they can use or if they need authority from the regulator.

CC11 continues to stress that charities must consider all other options before agreeing to pay a trustee and that they must manage the resulting conflict of interest. Charities must also have legal authority to pay a trustee through their governing document and are instructed to decide it is in their best interests before doing so, and that any payments made to trustees should be in the best interests of the charity.

Expenses do not constitute trustee remuneration and the guidance says that reasonable costs such as travel and accommodation can (still) be reimbursed. It also adds that childcare costs or adjustments enabling those with disabilities to conduct their role might also be considered reimbursable expenses.

Further information on the guidance can be found here: Charities paying a trustee or a connected person: understand the rules (CC11) - GOV.UK

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Trustee Recruitment (CC30 Revised)

Further information on the guidance can be found here: Finding and appointing new trustees (CC30) - GOV.UK

Following a recent research project with PBE (formerly known as Pro Bono Economics) it was found that charities relied more on personal contacts to recruit new trustees, rather than widening their search parameters and asking for individuals to apply for the role.

The Charity Commission has since published revised guidance (CC30 revised) that focusses on practical steps charities can take to diversify the candidate pool, as well as identify and remove barriers that may put people off from applying. In a nutshell, charities are encouraged to undertake a Trustee skills audit to determine the skills and expertise they need on their board, the behaviours and qualities the charity expects from trustees, and to distinguish between what is required and what can be learned in the role. The role description should also make clear what the legal responsibilities of trustees are and how much time will need to be dedicated to the fulfilment of that role.

The guidance says charities are more likely to attract a wider range of people if they do not rely solely on informal recruitment methods or use personal connections. The regulator also suggests that charities could advertise their trustee roles on their website and social media, in local or national press, on local notice boards, in specialist publications, to charities or community groups doing similar work, with employers and to the charity’s volunteers, members or communities and with their professional advisors.

MKS has a dedicated team of governance experts that can assist Boards to both carry out a skills audit as well as help you to identify skills shortages and create the necessary advertisements. Do reach out to your Audit Engagement Partner or Manager should this be of interest to you.

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Charity Meetings

The Charity Commission has recently updated its guidance on the rules for charity meetings, known as CC48 . The guidance now includes commentary on what charities should do, given how technology has aided board members to come together to discuss and make decisions about the organisations they are governing.

The Board is responsible for ensuring that charities are run properly and must therefore comply with charity law requirements and follow the governing document regarding how the Board must plan, run and keep a record of meetings.

Any standing orders, rules and by-laws should also be updated to reflect the governing documents and any changes you make so there is consistency across all documents.

Further details can be found in the CC guidance here: Charity meetings - GOV.UK (www.gov.uk)

It would be very surprising if your governing documents make no mention of how meetings are to be conducted and it is therefore imperative that the clauses within these are reviewed and, if necessary, updated to reflect the current environment. You should therefore amend your governing documents to make sure that it has all the rules you need to hold meetings, including the ability to allow you to hold virtual and/or hybrid meetings.

CC48 points out that you should check your governing document to ensure it talks about:

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Charity Decision-Making

Alongside CC48, the Commission updated its CC27 guidance (“it’s your decision”) which outlines the criteria for making lawful decisions. Like CC48 it is aimed at ensuring trustees act responsibly and are prioritising the best interests of the charity.

The guidance stipulates that when making decisions for your charity, trustees must:

The full guidance from the CC can be seen here: Decision-making for charity trustees (CC27) - GOV.UK (www.gov.uk)

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Employment Law Updates

Over the next few years, employers can expect significant changes in employment law that will impact their operations and workforce management. From enhanced protections against sexual harassment, neonatal leave and pay and the Employment Rights Bill, which introduces a massive 28 worker-friendly changes to employment law, it has never been more important for not for profit, already under increased costs pressures, to keep informed and take proactive steps to navigate and adapt to these changes, ensuring compliance whilst maintaining a productive and supportive work environment.

Prevention of Sexual Harassment

From 26 October 2024, not-for-profit organizations must take reasonable steps to prevent sexual harassment, including by third parties. The government intends to strengthen this obligation, making it a duty to take ‘all’ reasonable steps to prevent sexual harassment and expressly adding third-party harassment because of any protected characteristic into the statute. Not-for-profits will need to protect staff from a range of individuals, including clients, contractors, and visitors, and ensure that any actions taken align with safeguarding procedures.

National Minimum Wage

The National Minimum Wage for workers over 21 will rise to £12.21 from April 2025, with larger increases for lower age groups as the government begins the process of creating one National Minimum Wage for all. Not-for-profits must pay the new rates and may experience upward pressure on wages from lower-paid staff as wages improve across the economy because of the changes, while also experiencing downward pressure from other factors such as rising employer National Insurance costs.

Neonatal leave and pay

From April 2025, employees will have the right, from day one of employment, to take up to 12 weeks' neonatal leave to care for children who require neonatal care for 7 or more days within the first 28 days of birth. The leave can be taken within 68 weeks of the birth. Employees with over 26 weeks’ continuous service will also be entitled to neonatal pay, at the same statutory rate as all types of family leave. Employees exercising or seeking to exercise their right to take neonatal leave and / or pay are protected from dismissal or unfavourable treatment for doing so. Not for profits should update their policies, contracts and handbooks and payroll systems, ensure that employees are aware of their rights and that managers are trained in dealing with applications for neonatal leave and pay.

The Employment Rights Bill

The Employment Rights Bill (ERB), published on 10 October 2024, contains 28 worker-friendly changes to employment law. Additional changes will be introduced outside of the ERB and, in the longer term, the government intends to review various areas of employment law.

Most of the changes will not be coming in until 2026 (unfair dismissal changes will come in no sooner than Autumn 2026), although at the rate the Bill is progressing through the legislative stage (the House of Commons approved the Bill on 12 March 2025, so it now goes to the House of Lords for debate and potentially amendments) some commentators are predicting that parts of the Bill, particularly the extension to Tribunal time limits, the ban on fire and rehire and the reintroduction to statute of employer liability for third party harassment could come in as early as October 2025.

Not for profits should be monitoring developments and preparing to react when the full and final details of the changes become known. This update summarises the key changes you need to be aware of.

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New Day One Rights

New rights, from day one of employment, are:

Statutory Sick Pay

The waiting time for statutory sick pay will be abolished, allowing employees to receive SSP from day one. The lower earnings limit will be abolished) and a lower level of sick pay will be introduced for people earning below the SSP rate. Non-profits will need to keep abreast of and apply any changes to SSP rates and prepare for greater SSP liabilities.

Flexible working

Employees will continue to have the right to request flexible working, and not-forprofits will continue to have the right to reject requests for reasons allowed by statute. However, they must be able to show that it was not practicable to allow a request if they wish to reject it. They will also need to include flexible working options in job adverts where appropriate to the role. Not-for-profits should consider how they will manage increased requests for atypical working arrangements whilst ensuring that their operations are not compromised.

Restricted ability to fire and rehire

It will be automatically unfair for an employer to dismiss an employee for refusing to agree a change in their contract of employment unless the employer can show evidence of financial difficulties and demonstrate that the need to make the change was not reasonably avoidable. The government will double the cap on protective awards for failing to inform and consult collective from 13 to 26 weeks per affected employee. The government has, however, dropped its plan to grant employees a new right to apply to tribunals for interim relief, which would have essentially prevented employers carrying out its proposed course of action pending the outcome of litigation.

Ban on ‘exploitative’ zero hours contracts

Employers will need to offer staff on zero-hours or low-hours contracts a more stable arrangement based on actual hours worked over a reference period, expected to be 12 weeks. To avoid the emergence of any potential loophole, agency workers engaged on zero-hours contracts too will have the right to be offered guaranteed hours by the end user (e.g., the not-for-profit organization) to reflect the hours worked during a reference period. There will be provisions requiring employers to provide reasonable notice of shifts, changes, or cancellations and compensation for cancelled shifts. Not-for-profits who use casual staff should consider carefully the impact that these changes may have on their business model in preparation for the changes.

Equality Action Plans

Employers with more than 250 employees will have to develop and publish action plans relating to gender equality, closing gender pay gaps and supporting employees through the menopause.

Extension to Tribunal Time Limits

The time limit for bringing many tribunal claims will rise from 3 months to 6 months, which may lead to a heightened risk of tribunal claims with employees having more time to prepare and plan for litigation and seek legal advice.

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Tackling Non-Compliance in the Umbrella Company Market

Responding to a consultation by the previous government, the current government has said that it intends to amend the Employment Rights Bill to ensure that workers will have comparable rights and protections when working through umbrella companies as they would with direct recruitment agencies. Enforcement action will be taken against non-compliant umbrella companies.

Changes outside of the Employment Rights Bill

Additional developments include a new statutory code of practice giving employees the right to disconnect (although recent news indicates that this may not now proceed), banning of unpaid internships, expansion of pay gap reporting obligations and further consideration about merging employee and worker status are also included.

Trade Unions

The new Bill will enhance trade union rights, potentially leading to increased union activity and industrial action in not-for-profits. The previous government’s anti-union laws will be repealed and the legislative framework for trade unions will be updated to make it easier for unions to be recognised, organised, recruit and represent members. Not-for-profits should prepare to deal with increased requests for union recognition and, where unions are recognised, establish clear communication channels with staff and unions.

Collective Redundancies

The threshold for collective redundancy consultation (20 employees) will apply across an entire workforce rather than each workplace location. The government will increase the maximum period of the protective award from 90 days to 180 days and issue further guidance for employers on consultation processes for collective redundancies. This aims to deter employers from ignoring consultation obligations and ensure it is not financially beneficial to do so.

Equality

This government is committed to advancing equality, diversity and inclusion. Not-forprofits should be prepared for changes to equality law. Pay gap reporting obligations will be extended to disability and race. Larger employers will be required to publish equality action plans, while smaller employers will receive guidance on various areas.

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results and risk profile confidentially, taking any necessary corrective action ahead of the Bill being passed.

Equality (Race and Disability) Bill

The Equality Act 2010 (as amended) provides that men and women should receive ‘equal pay’ if they perform ‘equal work’. Under the legislation, a failure to provide equality of contractual terms can be very costly and cause extensive reputational damage to organisations. •

Other things employers can do are:-

On 17 July 2024, The King's Speech outlined the government's legislative agenda, including priorities aimed at promoting security, fairness, and opportunity for all. Among the proposals was the draft Equality (Race and Disability) Bill which requires organisations to expand their focus on fairness and equality in the workforce. Some of the measures proposed would mirror the existing framework for gender pay gap reporting, whilst others would be bespoken to ethnicity and/or disability pay gap reporting.

In essence, an extension to the legal requirement of equal pay for equal work will be made to cover both ethnic minorities and disabled people . Extending the legal right of contractual equal pay to these groups will provide a specific framework for claims for individuals who have been paid differently to comparable colleagues.

Ahead of the publication of the Equality (Race and Disability) Bill, the government has opened a consultation seeking views on how to implement mandatory ethnicity and disability pay gap reporting for large employers. This enhanced transparency will identify pay disparities at an organisation-wide level and prompt employers to constructively consider why pay gaps exist and how to tackle them.

The consultation closed on 10 June 2025. Full details can be found here: Disability and Ethnicity Mandatory Pay Gap Reporting Consultation

Actions Employers should take now

As well as participating in the consultation, employers should conducti an equal pay analysis audit. This allows organisations to analyse their data,

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Revised Code of Practice on Fire and Re-Hire

Fire and re-hire is generally used by employers when there is a need to make changes to fundamental terms, such as reducing pay.

Following a period of consultation in early 2023, the Government released a revised draft statutory Code of Practice on fire and re-hire practices. The goal of the new Code is to act against employers who use fire and re-hire tactics when negotiating with staff and is applicable to all employer processes that are intended to achieve proposed changes to employee terms and conditions.

The Code will set out expectations on employers to take all reasonable steps to explore alternatives to dismissal and engage in meaningful consultation in good faith, with an open mind, without applying undue pressure on employees to accept new terms. Where this process is followed, the usual fair and reasonable test will apply to any dismissals. Therefore, employers are still expected to follow a process of consultation with staff even under the existing law and risk an unfair dismissal if they fail to do so.

There are no legal obligations and a failure to observe the Code does not render employers liable to proceedings. It will, however, be admissible as evidence in proceedings with an employment tribunal.

Dismissal due to a failure to agree to a contract variation will only be fair if:

Simply enhancing business efficiency does not meet this requirement; there must be a “genuine lack of alternatives”, setting a high bar for justification. In reality, therefore, the exception is likely to apply only in rare and limited cases

The government’s response to the consultation on strengthening remedies against abuse of rules on collective redundancy and “fire and rehire” confirms that the government’s previous proposal to make interim relief available in unfair dismissal claims relating to fire and re-hire will not proceed, acknowledging that this would place too much of a burden on businesses and would be difficult to implement.

In March 2025, the government published a 200-page amendment paper to the Employment Rights Bill, which included a bid to clamp down on the practice of “fire and re-hire”. The Bill provides that it will be automatically unfair to dismiss an employee because:

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Sexual Harassment Law (Worker Protection Act 2023)

From 26 October 2024, all employers will be under a new duty to protect all workers from sexual harassment in the workplace AND take preventative action against it. This includes preventing sexual harassment whilst the worker is working and in other circumstances that relate to work, such as a staff party or social gathering connected to work. Failure to do so will come up against the Equality and Human Rights Commission (EHRC).

Unlike what is noted in the current Equality Act 2010, this new law aims to be proactive and ‘anticipatory’. The guidance makes clear that employers must take steps to prevent sexual harassment amongst their own staff and by third parties – note though that although employers will not be held accountable for sexual harassment of their employees by third parties, employers must still be able to demonstrate that employees know that they can safely report such occurrences.

The new law will therefore seek to ensure that employers take “reasonable steps” but what this means in practice will vary from one employer to the next and considers an employer’s size, the work environment and the sector it operates in. It is therefore up to employers to assess the risks of such occurrences and put in relevant processes/procedures to mitigate such occurrences.

The EHRC has recently released a guide to support employers with implementation, and it is recommended that employers should follow these steps. However, such ‘reasonable steps’ can be summarised as follows:

(1) Having a sexual harassment policy

Breaching this duty is not via employment tribunal but by an employee referring the matter to the EHRC (even when no harassment has taken place) – the ‘anticipatory’ factor. The EHRC, on hearing such concerns, could:

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Sexual harassment claims are uncapped, and if a claim is brought to employment tribunal, then the tribunal must consider if the employer has complied with the preventative duty. If the employment tribunal finds that the preventative duty has been breached, it may increase the compensation award by up to 25%.

Should you require any assistance with reviewing, drafting or updating your policies to help you eliminate bullying and harassment and reduce your claims risk, please contact your Audit Engagement Partner.

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The Renters’ Rights Bill

The Renters’ Rights Bill is expected to pass into law by the summer of 2025 and is intended to give tenants greater protection, spelling the end of Assured Shorthold Tenancies (Section 21 notice).

The Bill is 250 pages, with five parts and six schedules, as follows:

local authority enforcement powers will be strengthened. Fines can be up to £7,000 for minor or initial non-compliance and up to £40,000 for repeat offences.

Landlords will need to prepare for the Bill becoming law and this will include a review of existing tenancy agreements, policies and procedures. However, as the Bill is still making its journey through Parliament it could be subject to further change before becoming law.

Further information on the bill can be found here: Guide to the Renters’ Rights Bill - GOV.UK

Further information can also be found on Shelter’s website here: What to expect from the Renters' Rights Act - Shelter England

(Along with 6 Schedules.)

Section 21 Notices are currently widely used by landlords in the private rented sector to evict tenants without stating a legal reason. Under the new law, we will have what is referred to as Assured Periodic Tenancies (APTs). These will run monthly until either the tenant serves notice, or the landlord meets one of the grounds for regaining possession of the property.

During the first 12 months of any new tenancy, landlords will not be allowed to move back into their property or attempt to sell it unless they sell to another landlord. This means tenants will also have a 12-month protected period; however, a tenant can serve notice to terminate during this period. Tenants will be required to give two months’ notice to leave.

Non-compliance will be met with fines. These fines are being increased, and

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Other matters

Engagement & Independence

Matters specifically required by other Auditing Standards to be communicated to those charged with governance

Our engagement objective was the audit of The Walcot Foundation.

We have implemented policies and procedures to meet the requirements of the Financial Reporting Council’s (FRC) Ethical Standards. To this end we considered our independence and objectivity in respect of the audit for the period under review before commencing planning our audit and communicated with you on these matters in our audit scoping report dated 22[nd] April 2025.

Other than as already explained in our Engagement Letter, Audit Scoping Report and this Post-Audit Management Report, there are no other specific matters to communicate because of our audit of the financial statements under review.

No other matters have come to our attention during the audit which we are required to communicate to you and the safeguards adopted were as described in our audit scoping report.

Qualitative aspects of accounting practices, accounting policies and

financial reporting

Based on our audit work performed, we believe that the Trustees’ Report and financial statements for the period under review comply with United Kingdom Accounting Standards (FRS 102 SORP) and the Charities Act 2011.

During the course of our audit of the financial statements for the period under review, we did not identify any inappropriate accounting policies or practices.

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