Administrators put the Titchfield theatre charity £7.9m short, driven by an £8.24m HMRC gift aid claim. Its second company was wound up on 20 August.

The second company behind Titchfield Festival Theatre has been wound up, and filings made at Companies House last week set out how much is owed. The charity that ran the theatre is £7.9m short of its creditors, on its own directors’ figures, and the single largest claim against it is £8.24m from HM Revenue and Customs over gift aid.

Two companies are involved and they failed four months apart.

  • Titchfield Festival Theatre Limited, company number 08066633, a registered charity, went into administration on 8 May 2026.
  • Titchfield Festival Theatre Productions Limited, company number 05156719, which employed the staff, passed a winding-up resolution on 20 August 2026.

The liquidation resolution was passed at a general meeting held at The Great Barn at 3pm that day, according to the notice in The Gazette published on 25 August. Alexander Kinninmonth and James Prior of FRP Advisory were appointed joint liquidators of the Productions company the same day. They are also two of the three administrators of the charity.

The theatre’s own website, titchfieldfestivaltheatre.com, returned “Site not found” when we checked it on 7 September.

What the charity owes

The directors’ statement of affairs for the charity, drawn up as at 8 May 2026 and filed at Companies House on 10 July, values the two freehold sites at £2.85m in total: £2.2m for 71 to 73 St Margaret’s Lane and £650,000 for The Great Barn.

Both are charged to Unity Trust Bank, which is owed £2,140,745.47. That leaves £709,254.53 for everybody else.

Against that sit two unsecured figures:

  • £368,931 owed to unsecured creditors
  • £8,240,000 recorded against HM Revenue and Customs

The result is an estimated deficiency of £7,900,588.32. A separate schedule in the same filing lists 63 creditors with a combined total of £2,749,678.43, of which the bank debt is much the largest single line. HMRC appears in that schedule at £78,348, so the £8.24m in the summary is an estimate of a potential claim rather than a bill that has been rendered.

Titchfield Festival Theatre Limited: what is owed against what the property is worth Bar chart from the charity's statement of affairs as at 8 May 2026. HM Revenue and Customs is recorded at 8,240,000 pounds over gift aid. Unity Trust Bank, secured on both freeholds, is owed 2,140,745 pounds. Other unsecured creditors are owed 368,931 pounds. The two freehold properties are valued at 2,850,000 pounds in total. The estimated deficiency as regards creditors is 7,900,588 pounds. One claim dwarfs everything the theatre charity owns Directors' statement of affairs for Titchfield Festival Theatre Limited as at 8 May 2026, filed at Companies House on 10 July 2026. HMRC, gift aid£8,240,000 Unity Trust Bank£2,140,745, secured on both sites Other unsecured£368,931 The two freeholds£2,850,000: St Margaret's Lane £2.2m, The Great Barn £650,000 Estimated deficiency as regards creditors: £7,900,588 The HMRC figure is the directors' estimate of a potential gift aid claim. The schedule of 63 named creditors totals £2,749,678, and lists HMRC at £78,348. Graphic by Fareham News.
Graphic by Fareham News. The gift aid claim is roughly three times the value of both theatre sites put together.

What the Productions company owes

The employing company’s numbers are far smaller. Its statement of affairs, drawn up as at 7 August 2026 and filed on 2 September, shows plant and machinery with a book value of £869,727 expected to raise £10,000.

Set against that:

  • £96,000 to HM Revenue and Customs
  • £46,400 to trade and expense creditors
  • £40,000 to Grenke Leasing
  • £6,400 to Smart Pension
  • £18,561.91 to five employees, of which £2,441.18 ranks as preferential

The estimated deficiency as regards creditors is £150,961.91.

Why it failed, in the administrators’ own words

The clearest account is in the administrators’ proposals dated 26 June 2026, also on the public record at Companies House.

They record that the charity “has in recent years been engaged in protracted litigation with Fareham Borough Council concerning the planning status of the theatre premises at St Margarets Lane”. The costs of that litigation, and the limits it put on trading, “contributed towards increasing pressure upon cash flows and accrual of overdue liabilities to creditors including mortgage arrears of c.£181,000”.

FRP Advisory was introduced to the board by Unity Trust Bank in June 2025. The board met on 27 April 2026 to review the position, and the proposals say three things became clear:

  • revenues were running above operating costs, with no realistic prospect of a substantive turnaround
  • overdue unsecured claims were at a level that could not be repaid in any realistic timeframe
  • the board had become aware of “a highly significant potential claim from HMRC relating to gift aid, which if substantiated could not be repaid”

The administrators concluded there was no realistic prospect of selling the business as a going concern, “particularly given the nature of the Company as a charity and the absence of a viable trading model capable of being sustained”. Their objective is to sell the property and pay secured and preferential creditors. Christie and Co has been approached to market the freeholds, and Gordon Brothers was instructed to value the contents and advise on clearing the St Margaret’s Lane site for sale.

The administration ends automatically 12 months after 8 May 2026 unless creditors or the court extend it.

The planning fight

The litigation the administrators point at has its own public record, and it is specific.

Fareham Borough Council issued an enforcement notice on 22 November 2023 against 71 to 73 St Margaret’s Lane. It alleged an unauthorised change of use of the land to theatre use, and an unauthorised engineering operation to excavate an underground area. The theatre appealed. A public inquiry sat on 14 to 17 and 21 to 22 May 2024, and the Planning Inspectorate’s decision landed on 12 August 2024: the notice was upheld with a correction and one variation, and planning permission was refused.

The site’s history explains what was at stake. On the inspector’s account:

  • the charity bought 73 St Margaret’s Lane in 2010, and a retrospective permission in 2012 allowed theatre use in one part and storage in another
  • a 2013 appeal made that use permanent, and two theatres were built there, the Oak with 188 seats and the Acorn with 96
  • the charity bought 71 St Margaret’s Lane in 2021, extended it, and created the Arden Theatre with 463 seats across the extension and the former storage area

It was the Arden, the biggest of the three, that the enforcement notice was aimed at. The inspector found against the theatre on the location’s accessibility by public transport, on harm to the borough’s centres and parades, and on parking and highway safety. The site employed about 15 people, five of them because of the Arden.

The notice requires the theatre use to cease, the excavated area to be backfilled, and the stage, seating and lighting rig to be dismantled. The inspector gave two months for the use to stop and, agreeing with both sides, extended the deadline for the physical works from three months to seven.

Two footnotes worth recording. The council applied for a partial award of costs against the theatre, and the inspector refused that application on the same day. And an application for a 97-space car park on the land opposite the theatre, which the appellant argued could fix the parking problem, was withdrawn on 8 October 2024.

Community groups spoke at the inquiry, among them Titchfield Festival Youth Theatre, Stage 1 Youth Theatre, Theatre Tots and the Theatres Trust.

What it means for you

  • Both buildings are for sale, not reopening. The administrators are marketing the freeholds to repay the bank. Nothing in the filings suggests the theatre operation is being rescued.
  • The Great Barn and the St Margaret’s Lane units are separate assets and may not go to the same buyer. The Great Barn is the smaller of the two at £650,000.
  • If you are owed money, the joint liquidators of the Productions company can be reached at FRP Advisory, Oxford Point, 19 Oxford Road, Bournemouth, on 01202 048 040. The administrators of the charity are contactable through FRP’s Southampton office.
  • If you had tickets or a booking, that is a claim in the insolvency rather than a refund from the theatre. The Productions company’s creditor schedule records no consumer creditors at all, so any claim needs to be registered with the office holders.
  • These are estimates, not final figures. A statement of affairs is the directors’ own snapshot, and the HMRC gift aid claim is described as potential. The outcome will be reported in the liquidators’ and administrators’ progress reports, which are filed at Companies House.

Fareham Borough Council’s own planning decisions are searchable on its case tracker, and we track what is coming up on our Fareham planning news page.

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