Registered number:
Charity number:
(A company limited by guarantee)
for the year ended
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Contents
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Reference and administrative details of the Company, its Trustees and advisers
for the year ended 31 March 2023
Page 1
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Trustees' report
for the year ended 31 March 2023
The Trustees present their annual report together with the audited financial statements of the Company for the period 1 April 2022 to 31 March 2023. The annual report serves the purposes of both a Trustees' report and a director's report under company law. The Trustees confirm that the annual report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charitable company's governing document and the provisions of the Statement of Recommended Practice (SORP) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).
Since the Company qualifies as small under section 382 of the Companies Act 2006, the Strategic report required of medium and large companies under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 has been omitted.
Objectives and activities
a. Strategies for achieving objectives
Achievements and performance
a. Review of activities
Income for the 12 months ending 31 March 2023 was £Nil (2022: £Nil) .
The net outgoing resources for the 12 months ending 31 March 2023 amounted to £24,215 (2022: £65,801).
Financial review
a. Going concern
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Financial review (continued)
b. Reserves policy
Restricted funds relate to freehold and leasehold properties acquired for use by the Royal Exchange Theatre. At 31 March 2023, these funds amounted to £99,437 (2022: £122,603). Principal funding The Trustees are satisfied that the charity’s assets attributable to restricted funds are available and adequate to fulfil its obligations in relation to those funds.
Structure, governance and management
a. Governing document
Royal Exchange Theatre Trustees Limited, whose registered office is situated at St Ann’s Square, Manchester is a charitable company limited by guarantee and governed by its Memorandum and Articles of Association. The company has no share capital and is limited by guarantee, whereby each member undertakes to contribute £1 to the assets of the company in the event of a winding up.
b. Trustees
Ben Caldwell (resigned 27 June 2023) Jennifer Raffle (resigned 31 January 2023) Ellen Hanlon (appointed 31 January 2023) Joanne Taylor (appointed 31 January 2023) All Trustees are members of the charity
c. Public benefit
The Trustees have taken into consideration the Charity Commission guidance on public benefit.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Statement of Trustees' responsibilities
Disclosure of information to auditors
Each of the persons who are Trustees at the time when this Trustees' report is approved has confirmed that:
∙so far as that Trustee is aware, there is no relevant audit information of which the charity's auditors are unaware, and
∙that Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to establish that the charity's auditors are aware of that information.
Auditors
The auditors, Hurst Accountants Limited, have indicated their willingness to continue in office. The designated Trustees will propose a motion reappointing the auditors at a meeting of the Trustees.
Approved by order of the members of the board of Trustees and signed on their behalf by:
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Independent auditors' report to the Members of Royal Exchange Theatre Trustees Limited
We have audited the financial statements of Royal Exchange Theatre Trustees Limited (the 'charitable company') for the year ended
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 charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 charitable company'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.
The other information comprises the information included in the Annual report other than the financial statements and our Auditors' report thereon. The Trustees are responsible for the other information contained within the Annual report. 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. 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 course of 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.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Independent auditors' report to the Members of Royal Exchange Theatre Trustees Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Trustees' report for the financial year for which the financial statements are prepared is consistent with the financial statements.
∙the Trustees' report has been prepared in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' report.
We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Trustees' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the Trustees were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Trustees' report and from the requirement to prepare a Strategic report.
As explained more fully in the Trustees' responsibilities statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Independent auditors' report to the Members of Royal Exchange Theatre Trustees Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities
∙In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
- Identifying, evaluating, and complying with laws and regulations
- Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, Charities SORP, Charities Act 2011, Charity Commission, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Independent auditors' report to the Members of Royal Exchange Theatre Trustees Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities 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 Auditors' report.
This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members 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 charitable company and its members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
Chartered Accountants
Lancashire Gate
21 Tiviot Dale
Stockport
SK1 1TD
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Statement of financial activities (incorporating income and expenditure account)
for the year ended 31 March 2023
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Registered number: 01093363
Balance sheet
as at 31 March 2023
The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
Royal Exchange Theatre Trustees Limited is a private company limited by guarantee, registered number 01093363. The address of the registered office is Royal Exchange Theatre, St Ann's Square, Manchester, M2 7DH. The members of the company are the Trustees named on page 1. In the event of the charity being wound up, the liability in respect of the guarantee is limited to £1 per member of the charity.
2.Accounting policies
The lease for the Royal Exchange Theatre which is used by Royal Exchange Theatre Company Limited expired in June 2022. Negotiations are currently ongoing with a new lease expected to be agreed shortly.
After making appropriate enquiries, the trustees have a reasonable expectation the charity has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
2.Accounting policies (continued)
A review for impairment of fixed assets carried out if events or changes in circumstances indicate that the carrying value of any fixed asset may not be recoverable. Shortfalls between the carrying value of fixed assets and their recoverable amounts are not recognised as impairments. Impairment losses are recognised in the Statement of Financial Activities incorporating Income and Expenditure Account.
Tangible fixed assets are carried at cost, net of depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following basis.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
The Auditors' remuneration amounts to an auditor fee of £1,275 (2022: £1,050) and is borne by Royal Exchange Theatre Company Limited. No other fees were payable to the auditors in respect of non-audit services in the year (2022: £Nil).
The Company has no employees other than the Trustees, who did not receive any remuneration (2022: £Nil)
During the year, no Trustees received any benefits in kind or reimbursement of expenses (2022: £Nil) No employee received remuneration amounting to more than £60,000 in either year.
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Trustees Limited
(A company limited by guarantee)
Notes to the financial statements
for the year ended 31 March 2023
The Arts Council of England has a charge over one leasehold property of this company in relation to any amounts due to that body in respect of grants made by Arts Council of England to the Royal Exchange Theatre.
At 31 March 2023, no amounts fall due to be repaid in respect of the grants (2022: £Nil).
Royal Exchange Theatre Company Limited is the charity's controlling party by virtue of the charity being a branch of Royal Exchange Theatre Company Limited. The consolidated financial statements of this company are available to the public and may be obtained from St Ann's Square, Manchester, M2 7DH.
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