The Nightingale Fellowship

The trustees present their annual report with the financial statements of the Charity for the year ended 31 December 2025.

The financial statements have been prepared in accordance with the accounting policies set out on pages seventeen to twenty of the attached accounts and comply with the Charity’s Articles of Association, the Charities Act 2011, regulations applicable to that Act, and 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 from accounting periods commencing 1st January 2019 or later.

The Nightingale Fellowship was registered as a Charitable Company with company number 10409442 and Charity number 1175992 on the 29th November 2017 having converted from their previous unincorporated organisation status as the Nightingale Fellowship (unincorporated association), The Nightingale Benevolent Fund (227911) and the Esmond Bequest (287381), with a further special trust known as the Sir Geoffrey Bateman Award. At their meeting on 12th May 2018, the Trustees signed the Deed of Resolution finalising the procedure for the conversion and the transfer of all assets to the new entity.

The Company, (registered 4^th October 2016), is governed by Articles of Association dated 29^th November 2017. The Trust remains a grant giving charity. As noted in the accounts (note 6, page 23) assets of £3,680,578 were transferred to the new charitable company in 2018. This Report and Accounts reports solely on the charitable company for the financial year ending 31 December 2025.

Appointment of trustees is governed by the Articles of Association of the Nightingale Fellowship. The Council of the Nightingale Fellowship (the Council) is authorised to appoint new trustees to fill vacancies arising through resignation or death of an existing trustee. The Council consists of the President (who is elected every three years by the Council of Trustees and can act for two consecutive terms and during this time is an honorary officer), plus two honorary officers (to act as Secretary, Treasurer, appointed by the Council for four years and who are eligible for re-appointment) and assistants to the honorary officers, who are elected by the Council from time to time, to hold office for such period as the Council may decide. There are now two Council meetings and, if required, two committee meetings held every year and a Director’s AGM.

The Trustees consider that they comprise the key management of the Charity in charge of directing and controlling, running and operating the Charity on a day-to-day basis. Trustees receive no remuneration for their duties but do receive reimbursement of expenses.

As noted above, the original Esmond Bequest was gifted to The Nightingale Foundation and made in support of a Scholar.

The Nightingale Fellowship Benevolent Fund (the Benevolent Fund), as of 1^st January 2022, has been administered, per signed agreement, by Cavell Nurses’ Trust, (the working name for the Edith Cavell Fund For Nurses (Cavell) CIO registered no. 1160148).

The Benevolent Fund is related to the Fellowship through having common management and complementary objectives and previously this registered charity shared common Trustees and administration with the association as follows:

maintenance of the benevolent fund has been devolved to the Nightingale Fellowship Benevolent Fund, (now removed charity no. 227911)

The Nightingale Fellowship 1175992 was established to carry on the activities of the Benevolent Fund, the Esmond Bequest and the Sir Geoffrey Bateman Award. During 2021, The Nightingale Fellowship Charitable Company (Charity no. 1175992) started to purely cover the Benevolent Fund and the membership elements.

In line with the requirement for trustees to undertake a risk assessment exercise and report on the same in their annual report, the Trustees have looked at the risks. The Trustees have identified five main areas where risks may occur and considered how they might mitigate against them:

Governance and management risk looks at the risk the Charity might suffer from the lack of direction, the skills and training of the Trustees and the good use of its funds. The Trustees undertake strategy reviews to ensure the charitable objectives are met. The Trustees are offered and take up training, and administrative support from The Trust Partnership ensures proper management of the Charity.

Operational risk looks at the risk the charity might suffer from a lack of direction, including supporting unsuitable appeals from charities, continuity of administration, lack of a disaster recovery policy, etc. Cavell Nurses’ Trust were engaged as of 1^st January 2022 to screen appeals to the Benevolent Fund, with support from the Trust Partnership. The Trust Partnership operates with sufficient staff to support the Charity should the primary administrator be unavailable.

Financial risks include those arising as a result of poor budgetary control, inappropriate spending, poor accounting, inappropriate investment policies, etc. The Charities finances are reviewed by Trustees at the Trustee meetings where they consider investments and funds available for grant making. The annual accounts are independently examined.

Reputational risk looks at the possible damage to the Charity's reputation, through association with unsuitable charities, or with inappropriate activity. There are policies regarding Conflict of Interest, Data Protection as well as appropriate consideration of the Charities activities and associations.

Laws, regulations, external and environmental risk looks at the effects of government policies and the consequences of non-compliance with the laws and regulations and the effect of external matters on the Charities investment portfolio. The fund maintains effective liaison with professional advisors, including the Charity Commission.

Having assessed the major risks to which the Charity is exposed, in particular to its finances, the Trustees believe that by monitoring reserve levels, by ensuring that controls exist over key financial systems, and by examining the operational and business risks faced by the Charity, they established effective systems to mitigate and address those risks.

The Trustees addressed organisational strategy and discussed closure of The Nightingale Fellowship in November 2022 and following years of consultation and review with the membership and outside bodies Trustees had informed the membership of the risk-based decision to wind up the charity in 2025 at the AGM in May 2023.

The Trustees have considered the Charity Governance Code in detail and continue to give due regard to the Code’s seven principles of organisational purpose, leadership, integrity, decision-making, risk and control, board effectiveness, diversity, and openness and accountability. The Trustees review the Code annually.

In setting the Charity's objectives and planning its activities the Trustees have given careful consideration to the Charity Commission's general guidance on public benefit.

Total membership stood at 1,705 as of 31st December 2025, of whom 982 are full subscription members and 694 life members, having notified the office they had reached the age of 70 years. The residual are members still recorded but not considered as active memberships.

No editions of the Nightingale Fellowship Journal were published during the year, but in February 2025, a Newsletter had been sent out to all paid up members. The final publication was produced and sent out in October 2025 as a gift upon closure, being the history of the Nightingale Fellowship.

The Benevolent Fund grants are advertised via the Journal and on the website to encourage applications.

The Benevolent Fund, under the administration of Cavell Nurses’ Trust, supported three individuals with £6,000 granted during 2025 (2024: seven individuals with £16,584).

With the remaining funds of the Geoffrey Bateman Fund and Esmond Bequest having been transferred out previously, grants are no longer being made.

The outsourcing of administration to the Trust Partnership, which has been in place for sixteen years, will continue up to the final closure of The Nightingale Fellowship, with some requirement for storage of statutory records beyond closure.

The subscription income was £20,916 (2024: £17,754). Many Members continued to subscribe in the form of donations for which we are very grateful and these, along with other donations, totalled £13,214 (2024: £2,285). Legacies amounted to £69,908 (2024: £6,350).

Investments of the former Nightingale Fellowship entities were transferred to The Nightingale Fellowship (Charitable Company) on the 1^st January 2018 valued at £3,185,678.

During the year assets totalling £515,603 were sold (2024: £361,106) and £494,231 was invested (2024: £335,613). Realised and unrealised gains were £345,222 (2024: gains of £271,318). Total Investment income from W1M (formerly Waverton Investment Management Limited) was £52,770 (2024: £55,953). The value of invested funds as at 31 December 2025 was £3,059,466 (2024: £2,735,616).

The value of the invested funds, as had been transferred to The Nightingale Fellowship, will be distributed as the substantial asset of the Benevolent Fund to Cavell (working name Cavell Nurses’ Trust). Further details of the Benevolent Fund can be seen in note 7 of the notes to the financial statements.

At the time the decision to close the Fellowship was under review, Trustees considered the appropriate level of required reserves to be amounts at a sufficient level to provide an appropriate, assured annual income for charitable activity including grant giving and covering two years of expenditure and any liabilities should the charity cease to exist.

Having taken the decision to close, Trustees determined the use of existing reserves and the value of reserves as held at 31 December 2025: £1 (2024: £172,855) to appropriately meet this policy and represent that funds are applied as required.

The Trustees have been more than happy with the service provided by W1M (formerly Waverton Investment Management Limited) and therefore encouraged The Cavell Nurses Trust to continue to hold funds with W1M. This helped to ensure the efficient and smooth handover of the Benevolent Fund balances as held.

Trustees no longer consider The Nightingale Fellowship a Going Concern following years of consultation and review with the membership and outside bodies. This decision has been made bearing in mind the falling income as membership declines due to the ages of the members, members not paying a subscription upon becoming a life member, and the rising costs of administration.

Trustees undertook closure strategy sessions throughout 2023 and 2024 with working groups established to support decision making around the assets of the Charity. Transfer of the restricted Benevolent Fund to Cavell was agreed and minuted by Trustees in March 2024 and gifts and donations to identified and appropriate groups and charities to the value of £140,083 were approved by Trustees following a Trustee led nomination process as follows:

Further details of gifts and donations on discontinuation of normal activities are given in note 4, and includes the value of restricted Benevolent Fund transfer to Cavell of £3,109,466.

The artefacts have been donated to the Florence Nightingale Museum, who also hold the Book of Remembrance in perpetuity. All significant paperwork has been lodged with the Metropolitan Archives. The Trust Partnership is storing accounting and general correspondence etc. for the mandatory six year period, prior to confidential destruction accordingly.

The Nightingale Fellowship, aware of the closing costs, have made provision by accruing for any outstanding liabilities.

The Trustees are responsible for preparing the Trustees’ report and accounts in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

The law applicable to charities in England and Wales requires the Trustees to prepare accounts for each financial year which give a true and fair view of the state of affairs of the charity and of the income and expenditure of the Charity for that period. In preparing these accounts, the Trustees are required to:

The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the accounts comply with the Charities Act 2011, applicable Charity (Accounts and Reports) Regulations and the provisions of the Charity’s Articles of Association. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the Fellowship website.

Dunkley's were re-appointed as the charitable company’s independent examiner during the year and have expressed their willingness to continue in that capacity.

This report has been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime of the Companies Act 2006.

I report to the charity trustees on my examination of the accounts of the company for the year ended 31 December 2025, which are set out on pages 13 to 28.

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.

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:

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.

The financial statements were approved by the Board of Trustees on 04/09/2026 and were signed on its behalf by:

The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the accounts are laid out below.

The accounts have been prepared under the historical cost convention with items recognised at cost or transaction value unless otherwise stated in the relevant accounting policies below or the notes to these accounts.

The Charity is a private company (Registration Number 10409442) limited by guarantee, incorporated in England and Wales, and has no share capital. It is governed by its Articles of Association and is registered with the Charity Commission (Charity Registration Number 1175992).

In the event of the Charity being wound up, each member undertakes to contribute such amount as may be required, not exceeding 1 penny, towards any debts and liabilities of the Charity’s.

Trustees' expenses for the year ended 31 December 2025 were £8,468 (2024: £5,860). These were paid between ten (2024: nine) of the Fellowship’s trustees. Expenses given are primarily for travel and sustenance related to Trustee meetings.

The Benevolent Fund which provides assistance to full members of the Nightingale Fellowship who are in need through hardship, distress or ill health. The Cavell Nurses’ Trust has administered the Benevolent Fund since 2022 against agreed criteria set with Fellowship Trustees.

In planning the closure of the Nightingale Fellowship, Trustees after years of consultation with the membership of The Nightingale Fellowship took the decision the Cavell Nurses’ Trust was the best placed charity to receive the restricted fund and assets of the Benevolent Fund. This decision was first minuted in March 2024 and legally ratified by a formal contract drafted in line with the Charitable Objects and Articles of Association of The Nightingale Fellowship. Pending closure of the Charity, Benevolent Fund monies are transferred to the Cavell Nurses’ Trust (working name of the Edith Cavell Fund For Nurses registered charity no. 1160148) accordingly.

The Perseverance Trust Fund which was made to support the New Nightingale Fellowship project and support the provision of a regular communication including the Journal publication and via the Website. These funds have now been fully utilised.

At the Balance sheet date, the historical cost of the investments was £2.251,595.

As at 31.12.25 no holding had a value of >5% of the market value of the investments.

13. Comparative Statement of Financial Activities for the Year Ended 31 December 2024

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	Page

Report of the Trustees	3 to 11

Independent Examiner’s Report	12

Statement of Financial Activities	13

Balance Sheet	14 to 15

Statement of Cashflow	16

Notes to the Financial Statements	17 to 28

Registered Charity number	Registered Company Number
1175992	10409442

Board of Trustees
Dr Christine Taylor	President
Mrs Jane Patten	Honorary Treasurer
Mrs Carolyn Driver	Honorary Secretary
Mrs Cecilia Orchard
Mrs Jessica Streeting
Ms Georgina Wingfield
Mrs Carol Walton
Mrs Josephine Bonham
Dr Valerie Thurtle
Mrs Julie Smith

Principal address
Nightingale Fellowship Office
6 Trull Farm Buildings
Tetbury
Gloucestershire, GL8 8SQ

Administrators
The Trust Partnership
6 Trull Farm Buildings
Tetbury
Gloucestershire, GL8 8SQ

Bankers
CAF Bank Ltd	National Westminster Bank Plc
25 Kings Hill Avenue	London Bridge,
Kings Hill	PO Box 35
West Malling	10 Southwark Street
Kent, ME19 4JQ	London, SE1 1TJ


Independent Examiner
Dunkley's Chartered Certified Accountants
Woodlands Grange
Woodlands Lane
Bradley Stoke
Bristol, BS32 4JY

Investment Advisers
W1M (formerly Waverton Investment Management Limited)
16 Babmaes Street
London, SW1Y 6AH

Solicitors
Keystone Law Limited
48 Chancery Lane
London, WC2A 1JF

	Registered Charity Number:	£
Mesothelioma UK Charitable Incorporated Organisation	1177039	15,000
BOOKTRUST	313343	12,500
Help for Heroes	1120920	12,500
The Florence Nightingale Museum Trust	299576	10,783
BLESMA	1084189	10,000
Maggie's	SC024414	10,000
St John Ambulance	1077265	10,000
Tommy's	1060508	10,000
UK-Med	1166956	10,000
WaterAid	288701	10,000
At A Loss.org	1169269	5,000
Dorothy House	275745	5,000
Woodland Heritage Limited	1041611	5,000
The Oasis Centre Community Project-East Manchester	1166834	3,500
In The Game (LMA)	1016248	3,000
Cope Children's Trust (Rainbows)	1014051	2,000
AMMF - The Cholangiocarcinoma Charity	1198095	1,000
The Brookwood Cemetery Society		1,000
Guy's & St Thomas' Foundation	1160316	1,000
Mentell	1187547	1,000
RUHX	1058323	1,000
Pens For Kids UK	1197330	500
Soft UK	1002918	300
		140,083

■	select suitable accounting policies and then apply them consistently;
■	observe the methods and principles in 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);
■	make judgements and estimates that are reasonable and prudent;
■	state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts; and
■	prepare the accounts on the going concern basis unless it is inappropriate to presume that the charity will continue in operation.

1	The relief of full members who are in need through financial hardship, distress or ill health;

2	The advancement of Education of eligible nurses and midwives whether in the United Kingdom or elsewhere

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 accounting 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).

		Unrestricted funds	Restricted funds	31.12.25 Total funds	31.12.24 Total funds
	Notes	£	£	£	£

INCOME

Donations and Legacies	2	103,199	945	104,144	26,409
Investments	3	3,319	52,770	56,089	60,505
Other Income		544	-	544	-

Total income		107,062	53,715	160,777	86,914

EXPENDITURE

Raising funds		-	14,080	14,080	17,754
Charitable activities	4	279,916	3,201,915	3,481,831	125,259

Total expenditure		279,916	3,215,995	3,495,911	143,013

Net losses/(gains) on investments	8	-	(345,222)	(345,222)	(271,318)

NET INCOME/ (EXPENDITURE)		(172,854)	(2,817,058)	(2,989,912)	215,219

RECONCILIATION OF FUNDS

Total funds brought forward		172,855	2,817,058	2,989,913	2,774,694

TOTAL FUNDS CARRIED FORWARD		1	-	1	2,989,913

	2025	2024
	£	£
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) operating activities (see below)	(224,338)	(109,397)

Cash flows from investing activities:
Dividends and interest from investments	56,089	60,505
Proceeds from sale of investments	515,603	361,106
Purchase of investments	(494,231)	(335,613)

Net cash provided by (used in) investing activities:	77,461	85,998

Change in cash and cash equivalents in the year	(146,877)	(23,399)
Cash and cash equivalents at the beginning of the year	268,513	291,912

Cash and cash equivalents at the end of the year	121,636	268,513

Net income for the year	(2,989,912)	215,219
per the statement of financial activities

Adjustments for:
Losses/ (Gains) on investments	(345,222)	(271,318)
Dividends and interest from investments	(56,089)	(60,505)
(Increase)/ decrease in debtors	(15,220)	(20)
Increase/ (decrease) in creditors	3,182,105	7,227

Net cash (used in) operating activities	(224,338)	(109,397)

•	the decision to prepare the financial statements on a basis other than going concern following the trustees formal decision to wind up the charity;
•	the assessment that there is no material difference between the valuation of assets and liabilities under a going concern basis and their valuation on a cessation basis; and
•	the recognition of closure-related transfers, donations and accrued liabilities arising from the planned winding up of the charity, including the transfer of the Benevolent Fund to Cavell Nurses’ Trust and the recognition of remaining closure costs.

			31.12.25	31.12.24
	Unrestricted	Restricted	Total	Total
	£	£	£	£

Donations and Legacies

Membership Subscriptions	20,916	-	20,916	17,754
Donations	12,269	945	13,214	2,285
Gift Aid	106	-	106	20
Legacies	69,908	-	69,908	6,350

2025	103,199	945	104,144	26,409
2024	25,739	670	26,409

	£

The Nightingale Fellowship (Assoc) General Fund	91,763
The Nightingale Fellowship (Assoc) Restricted Fund	89,825
Benevolent Fund Restricted for benevolence	2,971,092
Esmond Bequest Restricted fund	510,742
Esmond Bequest Sir Geoffrey Bateman Restricted fund	17,156

	3,680,578

	Balance at			Gains and	Balance at
	01.01.25	Income	Expenditure	losses	31.12.25
	£	£	£	£	£

Benevolent Fund	2,817,058	53,715	(3,215,995)	345,222	-
Perseverance Trust Fund	-	-	-	-	-

	2,817,058	53,715	(3,215,995)	345,222	-

Listed investments
	31.12.25	31.12.24
	£	£

MARKET VALUE
At 1 January 2025	2,735,616	2,489,791
Sale of investments	(515,603)	(361,106)
Purchase of Investments	494,231	335,613

Realised/unrealised gains or losses	345,222	271,318

At 31 December 2025	3,059,466	2,735,616

NET BOOK VALUE

At 31 December 2025	3,059,466	2,735,616

			31.12.25	31.12.24
	Unrestricted	Restricted	Total	Total
	£	£	£	£

Charitable Activity

Gifts and Donations on discontinuation of	140,083	3,109,466	3,249,549	-
normal activities
Grants to Individuals	-	4,500	4,500	16,584
Grants to Organisations:
Guy’s & St Thomas’	-	-	-	25,000
Cavell Nurses Trust	-	1,500	1,500	-

	140,083	3,115,466	3,255,549	41,584

Support Costs

Management Charge	17,107	79,694	96,801	44,863
Journal Publications	25,469	-	25,469	16,032
Travelling	8,148	320	8,468	5,915
Trustee Meetings	75,842	1,073	76,915	9,003
Print Post Stationery Storage	942	1,866	2,808	2,436
Gifts and Donations	5,345	499	5,844	1,458
Website and IT	619	716	1,335	924
Bank Charges	(164)	-	(164)	110

Governance Costs

Legal	5,360	1,160	6,520	880
Independent examination fee	498	1,121	1,619	1,541
Professional Fees	667	-	667	513

Expenditure	139,833	86,449	226,282	83,675

2025 Total expenditure	279,916	3,201,915	3,481,831	125,259

2024 Total expenditure	56,379	68,880	125,259

	31.12.25	31.12.24
	£	£

Accrued expenses Unrestricted	3,400	3,940
Accrued expenses Restricted	41,538	10,442
Accrued expenses Discontinuation Unrestricted	41,083	-
Accrued expenses Discontinuation Restricted	3,110,466	-

	3,196,487	14,382

	Income	Gifts and Grants	Expenditure	Governance	Gain/ (losses) on Investments	Total
	£	£	£	£	£	£

General Funds	107,062	(140,083)	(133,308)	(6,525)	-	(172,854)
Unrestricted Funds Total	107,062	(140,083)	(133,308)	(6,525)	-	(172,854)
Benevolent Fund	53,715	(3,115,466)	(98,248)	(2,281)	345,222	(2,817,058)
Perseverance Trust Fund	-	-	-	-	-	-
Restricted Funds Total	53,715	(3,115,466)	(98,248)	(2,281)	345,222	(2,817,058)

Grand Total	160,777	(3,255,549)	(231,556)	(8,806)	345,222	(2,989,912)

	Unrestricted	Restricted	31.12.24 Total
	funds	funds	funds
	£	£	£

CURRENT ASSETS

Investments	-	2,735,616	2,735,616
Debtors	166	-	166
Cash at bank	176,629	91,884	268,513

	176,795	2,827,500	3,004,295
CREDITORS
Amounts falling due within one year	(3,940)	(10,442)	(14,382)

NET CURRENT ASSETS	172,855	2,817,058	2,989,913

NET ASSETS	172,855	2,817,058	2,989,913

	31.12.25	31.12.24
	£	£

Gift aid Unrestricted	272	166
Donations and Legacies income Unrestricted	15,019	-
Interest income Unrestricted	95	-

	15,386	166

		Net movement
	At 01.01.25	in funds	At 31.12.25
	£	£	£

Unrestricted funds
General fund	172,855	(172,854)	1

Restricted funds
Restricted fund	2,817,058	(2,817,058)	-

TOTAL FUNDS	2,989,913	(2,989,912)	1

	Income	Expenditure	Net	Movement
			Gain	in funds
	£	£	£	£

Unrestricted funds
General fund	107,062	(279,916)	-	(172,854)

Restricted funds
Restricted fund	53,715	(3,215,995)	345,222	(2,817,058)

TOTAL FUNDS	160,777	(3,495,911)	345,222	(2,989,912)