The Circle Brighton Limited - Charities report - 18.1

REGISTERED COMPANY NUMBER: 07798719 (England and Wales)

REGISTERED CHARITY NUMBER: 1146117

REPORT OF THE TRUSTEES AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST OCTOBER 2017

FOR

THE CIRCLE BRIGHTON LIMITED

THE CIRCLE BRIGHTON LIMITED

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST OCTOBER 2017

Page

Report of the Trustees

1 to 5

Independent Examiner's Report

6

Statement of Financial Activities

7

Balance Sheet

8 to 9

Notes to the Financial Statements

10 to 15

THE CIRCLE BRIGHTON LIMITED (REGISTERED NUMBER: 07798719)

REPORT OF THE TRUSTEES

FOR THE YEAR ENDED 31ST OCTOBER 2017

The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with

the financial statements of the charity for the year ended 31st October 2017. 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 2015).

OBJECTIVES AND ACTIVITIES

Objectives and aims

Objectives

The objects of the Charity are specifically restricted to the following:

1. To promote and protect the physical and mental health of sufferers of Myalgic Encephalomyelitis ("ME"), Multiple

Sclerosis ("MS"), Depression and Stress related conditions in England and Wales through the provision of "Supported

Living" accommodation, Functional Mobility and Fitness exercise classes, Mindfulness & Meditation sessions and

practical advice and guidance.

2. To advance the education of the general public in all areas relating to Myalgic Encephalomyelitis ("ME"), Multiple

Sclerosis ("MS"), and all Depression and Stress related conditions.

3. To work with the homeless community to improve conditions and return the residents to integrate back into society.

Aims

In the period covered by the attached accounts to 31st October 2017, the company was delivering wellbeing

programmes to the general public with the particular emphasis of how the mind influences one's physical as well as

mental well being and promoting the concept of mind, body and nutrition as a way of life.

The company operated a programme of supported living for B&HCC from 12th November 2012 to February 2016 when

the contract was ended due to the sale of the building which housed the 26 en suite rooms. The aim of the project was to

bring homeless people back into main stream society and to help them to find gainful employment in the long term.

Through the current year to 31st October 2017 the company has continued the programme of obtaining planning consent

and the development of 18 double residential units providing 36 en suite units and at the time of this report the shell of

the building has been completed and we are now in negotiations for enabling the building of the internal walls and

services.

Strategy

The long term supported living programme has been developed through working with people suffering from low-level

depression, anxiety, ME and other stress related conditions as well as homeless people, teenage parents, ex drug and

alcohol addicts and the long-term unemployed. The programme has improved the outcomes of the vast majority of

clients who engage with the programme offered by changing their attitude towards life, and so helped them to improve

their health and personal circumstances, to gain confidence and to take charge of their own lives.

Recognising the commitment required to change long established habits and recognising the challenges facing homeless

people living on the street, 26 "supported living" en-suite units were created within the Well Being environment with

trained and supportive personnel to further develop this successful programme and to carry out an evaluative study. The

project started with the Brighton & Hove Council on 12th November 2012 and demonstrated very positive outcomes.

Activities

The Circle Brighton Supported Living Programme is a short term intensive therapeutic programme designed to enable

personal transformation so that users make sustainable shifts in their behaviours. It offers an intervention applicable for

both early preventive and long-term transformation for all personalised services seeking positive outcomes which will

promote wellbeing. These services may be delivered through the NHS or local authority departments including adult

social care, housing, and children's services.

The activities primarily focus on participants taking responsibility for their lives and focuses on self-development,

mindfulness and using various techniques to remain calm and in control thereby controlling and guiding the production

of hormones triggered by moods and perception.

The charity provided safe, warm and dry accommodation with no service charges and with breakfast and high-speed

internet access included. This gave the residents a first point of comfort in having a sound foundation to start building

their future. Counselling and a range of activities such as yoga, meditation, relaxation sessions, Pilates etc were also

made available to those who choose to partake in the programme at no cost.

Significant activities

Achievements

The company continued its mission to build a unique wellbeing model in Portslade where community support and

mindfulness are at the heart of the individual's wellness as a first stage preventative measure. The Circle is very highly

regarded as a centre of excellence delivering a range of activities and treatments at very reasonable and affordable costs

to enable maximum participation.

Performance

There are a number of testimonials from people experiencing substantial change in the quality of their lives.

Public benefit

The Trustees certify that they have had and paid due regard to the Charity Commission guidance on public benefit in

deciding what activities the Charity should undertake.

This they believe is demonstrated in this report.

ACHIEVEMENT AND PERFORMANCE

Charitable activities

Significant activities /achievements

The company continued its mission to build a unique wellbeing model in Portslade where community support and

mindfulness are at the heart of the individual's wellness as a first stage preventative measure. The Circle is very highly

regarded as a centre of excellence delivering a range of activities and treatments at very reasonable and affordable costs

to enable maximum participation.

Performance

From the beginning, many people have experienced substantial changes in the quality of their lives.

FINANCIAL REVIEW

Financial position

The results for the year are shown in the Statement of Financial Activities and showed a surplus of £7,591 (2016: deficit

of £41,989). This has been added to the retained reserves brought forward of £12,936 to leave £20,527 to be carried

forward.

Investment policy and objectives

The Memorandum of Association allows the Trustees to deposit or invest funds in any manner (but to invest only after

obtaining advice from a financial expert and having regard to the suitability of investments and the need for

diversification).

Reserves policy

The level of reserves is regularly monitored by the Trustees and is currently considered to be reasonable given the nature

and scale of the Charity's activities. The Trustees would consider a level of unrestricted reserves equivalent to 3 months

expenditure to be appropriate to be held at any one time.

FUTURE PLANS

We are making good progress in expanding our operation in our new larger premises offering a wider range of services.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing document

The Charity is a company limited by guarantee and is governed by its Memorandum and Articles of Association dated 5

October 2011.

The Circle Brighton Limited (previously Smile2Live Ltd) was incorporated on 5 October 2011 (registered company

number 07798719). It received a charitable status on 27 February 2012 (registered charity number 1146117).

Recruitment and appointment of new trustees

The Trustees (Directors for Companies Act purposes) are listed in this report.

The first Directors shall be those persons notified to Companies House as the first Directors of the Company. The

minimum number of Directors shall be one but (unless otherwise determined by ordinary resolution) shall not be subject

to any maximum.

At the first AGM all the Directors must retire from office unless by the close of the meeting the members have failed to

elect sufficient Directors to hold a quorate meeting of the Directors. At each subsequent AGM one third of the Directors

must retire from office.

The company may be ordinary resolution:

a) Appoint a person who is willing to act to be a Director; and

b) Determine the rotation in which any additional Directors are to retire.

Risk management

Trustees have examined the principal areas of the Charity's operations and considered the major risks faced in each of

these areas. Risk management takes place annually by the committee.

REFERENCE AND ADMINISTRATIVE DETAILS

Registered Company number

07798719 (England and Wales)

Registered Charity number

1146117

Registered office

55 North Street

Portslade

Brighton

East Sussex

BN41 1DH

Trustees

G Bell

F Ghiaci

Mrs D Ghiaci

Company Secretary

Mrs R Cameron

Independent examiner

Christopher Robert Tyler FCA DChA FCIE

Chartered Accountant

Chariot House Limited

Chartered Accountants

44 Grand Parade

Brighton

East Sussex

BN2 9QA

Bankers

HSBC

Church Street

Weybridge

Surrey

KT13 8DF

STATEMENT OF TRUSTEES RESPONSIBILITIES

The trustees (who are also the directors of The Circle Brighton Limited for the purposes of company law) 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).

Company law 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 charitable company and of the incoming resources and application of resources, including

the income and expenditure, of the charitable company for that period. In preparing those financial statements, the

trustees are required to

-

select suitable accounting policies and then apply them consistently;

-

observe the methods and principles in the Charity SORP;

-

make judgements and estimates that are reasonable and prudent;

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business.

The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time

the financial position of the charitable company and to enable them to ensure that the financial statements comply with

the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for

taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating

to small companies.

Approved by order of the board of trustees on 31st July 2018 and signed on its behalf by:

F Ghiaci - Trustee

INDEPENDENT EXAMINER'S REPORT TO THE TRUSTEES OF

THE CIRCLE BRIGHTON LIMITED (REGISTERED NUMBER: 07798719)

Independent examiner's report to the trustees of The Circle Brighton Limited ('the Company')

I report to the charity trustees on my examination of the accounts of the Company for the year ended 31st October 2017.

Responsibilities and basis of report

As the charity's trustees of the Company (and also its directors for the purposes of company law) you are responsible for the preparation of the accounts in accordance with the requirements of the Companies Act 2006 ('the 2006 Act').

Having satisfied myself that the accounts of the Company are not required to be audited under Part 16 of the 2006 Act and are eligible for independent examination, I report in respect of my examination of your charity's accounts as carried out under section 145 of the Charities Act 2011 ('the 2011 Act'). In carrying out my examination I have followed the Directions given by the Charity Commission under section 145(5) (b) of the 2011 Act.

Independent examiner's statement

Since your charity's gross income exceeded £250,000 your examiner must be a member of a listed body. I can confirm that I am qualified to undertake the examination because I am a registered member of Chartered Accountant which is one of the listed bodies

I have completed my examination. I confirm that no matters have come to my attention in connection with the examination giving me cause to believe:

1.

accounting records were not kept in respect of the Company as required by section 386 of the 2006 Act; or

2.

the accounts do not accord with those records; or

3.

the accounts do not comply with the accounting requirements of section 396 of the 2006 Act other than any requirement that the accounts give a true and fair view which is not a matter considered as part of an independent examination; or

4.

the accounts have not been prepared in accordance with the methods and principles of the Statement of Recommended Practice for accounting and reporting by charities [applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)].

I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the accounts to be reached

Christopher Robert Tyler FCA DChA FCIE

Chartered Accountant

Chariot House Limited

Chartered Accountants

44 Grand Parade

Brighton

East Sussex

BN2 9QA

31st July 2018

THE CIRCLE BRIGHTON LIMITED

STATEMENT OF FINANCIAL ACTIVITIES

(INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT)

FOR THE YEAR ENDED 31ST OCTOBER 2017

2017

2016

Unrestricted fund

Total funds

Notes

£

£

INCOME AND ENDOWMENTS FROM

Donations and legacies

3

105,162

30,000

Charitable activities

Supported Living

-

68,841

Wellbeing programmes

169,091

-

Other trading activities

4

30,508

3,900

Total

304,761

102,741

EXPENDITURE ON

Charitable activities

5

Supported Living

-

144,730

Wellbeing programmes

297,170

-

Total

297,170

144,730

NET INCOME/(EXPENDITURE)

7,591

(41,989

)

RECONCILIATION OF FUNDS

Total funds brought forward

12,936

54,925

TOTAL FUNDS CARRIED FORWARD

20,527

12,936

THE CIRCLE BRIGHTON LIMITED (REGISTERED NUMBER: 07798719)

BALANCE SHEET

AT 31ST OCTOBER 2017

2017

2016

Unrestricted fund

Total funds

Notes

£

£

FIXED ASSETS

Tangible assets

11

3,857

-

CURRENT ASSETS

Debtors

12

39,986

36,290

Cash at bank and in hand

11,812

887

51,798

37,177

CREDITORS

Amounts falling due within one year

13

(35,128

)

(24,241

)

NET CURRENT ASSETS

16,670

12,936

TOTAL ASSETS LESS CURRENT LIABILITIES

20,527

12,936

NET ASSETS

20,527

12,936

FUNDS

14

Unrestricted funds

20,527

12,936

TOTAL FUNDS

20,527

12,936

The charitable company is entitled to exemption from audit under

Section 477 of the Companies Act 2006 for the year ended 31st October 2017.

The members have not required the company to obtain an audit of its financial statements for the year ended

31st October 2017 in accordance with Section 476 of the Companies Act 2006.

The trustees acknowledge their responsibilities for

(a)

ensuring that the charitable company keeps accounting records that comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the charitable company as at the end of each financial year and of its surplus or deficit for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the charitable company.

These financial statements have been prepared in accordance with the

special provisions of Part 15 of the Companies Act 2006 relating to

charitable small companies.

The financial statements were approved by the Board of Trustees on 31st July 2018 and were signed on its behalf by:

F Ghiaci -Trustee

THE CIRCLE BRIGHTON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST OCTOBER 2017

1.	STATUTORY INFORMATION

The Circle Brighton Limited is a private company, limited by guarantee and is registered and incorporated in

England and Wales (registered company number 07798719). The company registered charity number is 1146117

and registered office is 55 North Street, Brighton, England, BN41 1DH.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements of the charitable company, 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 2015)',

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost

convention.

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.

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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful

life.

Plant and machinery

- 25% on cost

Taxation

The charity is considered to pass the tests set out in Paragraph 1 Schedule 6 Finance Act 2010 and therefore it

meets the definition of a charitable company for UK Corporation Tax purposes. Accordingly the charity is

potentially exempt from taxation in respect of income or capital gains received within categories covered by

Chapter 3 Part 11 Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to

the extent that such income or gains are applied exclusively to charitable purposes.

Fund accounting

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

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.

Fixed assets

Tangible fixed assets costing more than £500 are capitalised and included at cost including any incidental

expenses of acquisition.

3.	DONATIONS AND LEGACIES

2017

2016

£

£

Donations

105,162

30,000

4.	OTHER TRADING ACTIVITIES

2017

2016

£

£

Studio rent

28,491

3,486

Classes and sessions

1,415

379

Sales of water & products

602

35

30,508

3,900

5.	CHARITABLE ACTIVITIES COSTS

Direct costs

Totals

(See note 6)

£

£

Wellbeing programmes

297,170

297,170

6.	DIRECT COSTS OF CHARITABLE ACTIVITIES

2017

2016

£

£

Insurance

6,329

-

Light and heat

8,885

-

Premises costs

-

45,000

Rates

8,118

3,233

Wages

83,986

76,075

Instructors

350

409

Food & drink

17,710

2,069

Post & stationery

257

54

Travelling

140

141

Training costs

5,399

7,228

Repairs & renewals

13,202

4,944

Cleaning

1,866

9

Sundry expenses

2,067

407

Card & bank charges

1,445

1,108

Website development and advertising

11,975

1,263

Residents removal costs

-

750

Independent Examination

1,800

2,040

Sub contractors

118,916

-

Licence

8,757

-

Subscriptions

4,682

-

Depreciation

1,286

-

297,170

144,730

7.	NET INCOME/(EXPENDITURE)

Net income/(expenditure) is stated after charging/(crediting):

2017

2016

£

£

Depreciation - owned assets

1,286

-

8.	TRUSTEES' REMUNERATION AND BENEFITS

There were no trustees' remuneration or other benefits for the year ended 31st October 2017 nor for the year

ended 31st October 2016.

Trustees' expenses

There were no trustees' expenses paid for the year ended 31st October 2017 nor for the year ended

31st October 2016.

9.	STAFF COSTS

Staff costs during the year were as follows :

Gross pay £77,746 (2016 £72,337).

Employers national insurance £6,047 (2016 £3,739).

Employers pension contributions £193 (2016 £nil).

The number of employees, based on headcount, during the year was 6 (2016: 4).

The charity considers its key management personnel to be the trustees. No trustee received any remuneration or

benefits from the charity.

10.	COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES

Unrestricted fund

£

INCOME AND ENDOWMENTS FROM

Donations and legacies

30,000

Charitable activities

Supported Living

68,841

Other trading activities

3,900

Total

102,741

EXPENDITURE ON

Charitable activities

Supported Living

144,730

Total

144,730

NET INCOME/(EXPENDITURE)

(41,989

)

RECONCILIATION OF FUNDS

Total funds brought forward

54,925

TOTAL FUNDS CARRIED FORWARD

12,936

11.	TANGIBLE FIXED ASSETS

Plant and machinery

£

COST

Additions

5,143

DEPRECIATION

Charge for year

1,286

NET BOOK VALUE

At 31st October 2017

3,857

At 31st October 2016

-

12.	DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

33,015

-

Other debtors

6,290

6,290

Prepayments and accrued income

681

30,000

39,986

36,290

13.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Social security and other taxes

2,381

1,575

VAT

11,756

-

Other creditors

10,078

3,100

Loan

5,383

15,967

Accruals

5,530

3,599

35,128

24,241

14.	MOVEMENT IN FUNDS

At 1/11/16

Net movement in funds

At 31/10/17

£

£

£

Unrestricted funds

General fund

12,936

7,591

20,527

TOTAL FUNDS

12,936

7,591

20,527

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

Incoming resources

Resources expended

Movement in funds

£

£

£

Unrestricted funds

General fund

304,761

(297,170

)

7,591

TOTAL FUNDS

304,761

(297,170

)

7,591

Comparatives for movement in funds

At 1/11/15

Net movement in funds

At 31/10/16

£

£

£

Unrestricted Funds

General fund

54,925

(41,989

)

12,936

TOTAL FUNDS

54,925

(41,989

)

12,936

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

Incoming resources

Resources expended

Movement in funds

£

£

£

Unrestricted funds

General fund

102,741

(144,730

)

(41,989

)

TOTAL FUNDS

102,741

(144,730

)

(41,989

)

15.	RELATED PARTY DISCLOSURES

During the year the charity paid premises costs (including staff costs) of £Nil (2016 £45,000) to Equantra

Limited. F Ghiaci, a Trustee of The Circle Brighton Limited, is the sole director and joint shareholder of

Equantra Limited. As at 31 October 2017 £5,383 (2016: £15,967) was owed to Equantra Limited.

The charity received donations of £70,000 from Brighton and Hove Property Management Limited. F Ghiaci, a

Trustee of The Circle Brighton Limited, is a director and joint shareholder (with his wife Mrs D Ghiaci) of

Brighton and Hove Property Management Limited. As at 31 October 2017 £6,000 (2016: £nil) was owed to

Brighton and Hove Property Management Limited.

The charity received unrestricted donations of £30,000 from F Ghiaci and Mrs D Ghiaci, F Ghiaci is a Trustee of

The Circle Brighton Limited.

16.	ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are the directors/trustees of the company.

17.	SHARE CAPITAL

The company is limited by guarantee not having a share capital. In the event of the company being dissolved

each member is liable up to a maximum of £10 towards the cost of dissolution and liabilities incurred by the

company while he/she was a member.

18.	DISSOLUTION

In the event of a dissolution of the Charity the net assets of the Charity, after all its debts and liabilities have been

paid, or provision has been made for them, shall be applied or transferred in one or more of the following ways:

a) Directly for the Objects; or

b) By transfer to any charity or charities for purposes similar to the Objects; or

c) To any charity or charities for use for particular purposes that fall within the Objects.