THE DESMOND FOUNDATION CHARITY REGISTERED No. 1014352 REPORT AND FINANCIAL ACCOUNTS YEAR ENDED 31 DECEMBER 2024 THE DESMOND FOUNDATION REPORT OF THE TRUSTEES YEAR ENDED 31 DECEMBER 2024 CONTENTS PAGE Reference and Administration Trustees, Report and Statement of Respongibilities Independent Auditorfs Report to the Trustees of the Desmond Foundation Statement of Financial Activities Balance Sheel Notes to the Account8 10- 13 THE DESMOND FOUNDATION REPORT OF THE TRUSTEES YEAR ENDED 31 DECEMBER 2024 REFERENCE AND ADMINISTRATION st88s Mr. R.C. Desmond Northern & Shell Services Limited Northem & Shell PIC istored Charl Number 1014352 Addre The Northem & Shell Bullding Number 10 Lower Thames Street London, EC3R 6EN Banker Union Bancaire Privee (UK) Limited One Bank Street Canary Wharf London E14 4SG Auditor KPMG LLP 15 Canada Square London E14 5GL al advi80r ryan Cave Leighton PaiBner LLP Govemor's House 5 Laurence Pountney Hill London EC4R OBR THE DESMOND FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Trustees of The Desmond Foundation {the "Charity") present the report and audited financial statements for the year ended 31 December 2024. The financial statements have been prepared in accordance with the Ststernent of Recommended Practice: Accounting and Reporting by Charities (Charities SORP {FRS 102)) and the Financial Reporting Standard 102 applicable in the United Kingdom and Republic of Ireland (FRS 102) and the Charities Act 2011 and UK Generally Accepted Practice as it applies from 1 January 2015. Governing Documents The Charity 18 a registered charity'and is govemed by declarations of trust dated 5 March 1992 and 10 DeGember 2007. The Desmond Foundation was registered as a charity on 23 September 1992. ObJectlve$ and Activitias for the Publlc Banefit The Trustees are satisfied thaf the Charity has successfully pursued it8 objectives for the public benefit in relief of poverty and sickness (particularly among children) and such other charitable purposes as the Trustees, in accordance with the Trust Deed, shall determine. The Trustees confirm that they have referred to Ihe guidence obtained in the Charity Commission's general guidance on public benefit when reviewing the Charity's aims and objeGtives and in planning future activities and setting the grant making policy for the year. Organisatlonal structure and grant making policy The Trustees of the Charity are Mr R.C. Desmond, Northern & Shell Servlces Llmlted and Northern & Shell Plc. New Trustees are appointed by Mr Richard Desmond and in this situation appropriate induction and training would be provided, The Trustees use legal advisors for advice on regulatory issues. The Charity employs no staff. Westferry Housing Llmited (formerly RD Crusaders Llmlted), a company wholly owned by Mr R.C. Desmond, was incorporated in December 2007 with the purpose of fund raising on behalf of the Charty. On 27 February 2008 Mr R.C. Desmond signed a Declaration of Trusl declaring that he holds the shares of Westferry Houslng Llmited on trust for the trustees of the Charity. The Charity is usually reliant on Northern & Shell PIC for administrative se￿ices. The value of these resources is not included in the Statement of Financial Activities because it is not possible to quantify Ihe value of this gift, wA)ich includes administrative and accounting support. Applications are made to the Trust for grants. All grants are considered and where appropriate approved and authorised by the Trustees. In 2024, 34 grants totalling £433,938 were made, including large donations to Greenhouse Sports, Noah's Ark Children's Hospice, Community Security Trust, Strength and Learning Through Horses, Jewish Blind and Disabled, Jewish Deaf Association Barnel Youth Zone and Magen Davis Adom UK. In 2023, 47 grants tctalling £822,160 were made, including large donations to Barnet Youth Zone, Bloomsbury Football Foundation, Greenhouse Sports, UCL Development Fund, Community Security Trust, strength and Learning Through Horses, Highgate School Development Appeal, Variety Sunshine Coach, Jewish Blind and Disabled, UK Friends of Yad Yisroel. United Jewish Israel Appeal and World Jewish Relief. Achievemonls and porformance During the year to 31 December 2024, the Charity provided suppori to charitable ￿￿rk in accordance wlth Its objectlves and strategy. No donations were received from Mr Richard Desmond in 2024 (2023.. £Nil). No Gift Aid repayment was received in 2024 {2023'. Nil) Funding is applied to furthering the objects of the Charity and the trustees made 34 grants lotalling £433,936 during the year, (2023: £822,160). The net movement in funds for the period was an outhow of £402,389. (2023: outtlow of £771,970). There are no restrictions placed on income, therefore it is considered lo all be unrestricted. Investment powors The inveslment powers are detailed In the Trusl Deed. Re8arve8 policy and risk rnanagement All the costs of the charity are met by its principal donor. Northern & Shell PIC has also undertaken to fund the Trust charitable commitments when necessary. Therefore, the Charity normally aims to have free reserves of £Nil, with any surplus or deficit being a timing difference. The Trustees intend to continue Ihis policy in the future. The Charity had £974,176 unrestricted reserves at 31 December 2024. Donations are funded at the point of payment rather than when pledges are made. THE DESMOND FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Trustees consider fraud to be the most significant risk to which the charity may be exposed during the year, and believe there are appropriate systems and controls in place to mitigate this risk, Such as segregation of duties and Bank verification of all transactions. Plans for futuro dovelopment8 In the coming year, the Charity will continue to provide charitable support in accordance with its objectives. Any unrestricted funds held in the Charity at the end of the year are retsined to financ& the Charily's policy of charitable supporL Statement of Trust808' rosponsibilitles In resp6Ct of the Trust808' annual report and the financial 8tatements Under charity law. the Tru$tses are Tesponsible for preporing a Tru5tees' Annual Report and the finanaal statéments in accordan with applicable law and r8gulalion8. The Trustees are ￿qUired to prepare tho financial stat8menls in accordance with UK Ac¢ounling Standards, including FRS 102 The Finanual Rèporting Standa￿• 8ppIic8blo in the UK 8nd Republ￿ of Ireland. The financial ststements are ￿Uired by law to give a true and fair vlew of the 8tatg of affairs of lh8 Charity and of the incoming re8ources and appli¢ation of resourca8 for that period. In prèparing the86 finaneAal 81alaments, generally accepted accounting practice entai18 that the Trustee8'. 8elect subtable accounting policie8 and then apply them consi8lently- make judgements and estimates that are r888onable and Prudent., state whether applicable UK Accounting Standard8 and Iho Statement of Recommended Praclice have been followed, subject to any material departu￿¥ disdosed and explgin8d in thè financial stalements,. state whether tho financial statements comply wllh the trust de8d, 8ubja¢l to any material departures disclosed and explalned In the financial statements., a58888 the Charity's ability to conllnue as a going concern, disdosing, as applicable, m8tt6rs related to going conckm., and use the going concern basis of ac¢ountlng unless they either irrtend to liquidate the Charity or lo cease operations, or have no realistic 8lt8rnalive but lo do so. The Trustees are required to act in accordan¢& with the trust d86d of the Charity, within the fram&worf( of trust law. They are responsible for keeping accounting records which are sufficient to show and explain th& Charity's tran8action$ and discloBe at any time, with reasonabb accuracy, the financial p08ition of the Charity at that time, and to enablg th& Tru8tee8 to ensure that. where any $t8temenls of aeLounts are prepared by them under section 132{1 } of thè Charities Act 2011, those statements of accounts comply with the Tequir8ments of regulations under that provision. They are responsible for such Internal control as Ihay de10miine is ne¢e8sary lo enable the proparalion of financ4al stalements that are free from material misstatemènt whether due to fraud or error, and have general responsibility for tskino such steps as are rea8onably open to them Io safeguard th6 assets of the Charity and to prevent and delect fraud and ¢)ther irregularities. The Tru8lèes are responsible for the maintenance and integrity of the financial and other inforrnalion included on the Charity'8 website. LegiBlation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictionB. Auditor The audltor is deemed to be reappointed a MG LLP wlll therefore continue In office. Slgned he Trustees-. 01£ Mr. R.C. Desmond The Northem & Shell Building Number 10 Lower Thames Slreet London, EC3R 6EN Date ## **Independent auditor’s report to the Trustees of The Desmond Foundation** ## **Opinion** We have audited the financial statements of The Desmond Foundation (“the Charity”) for the year ended 31 December 2024 which comprise the Statement of Financial Activities, the Balance sheet and related notes, including the accounting policies in note 1 In our opinion the financial statements: - give a true and fair view of the state of the Charity’s affairs as at 31 December 2024 and of its incoming resources and application of resources for the year then ended; - have been properly prepared in accordance with UK accounting standards, including FRS 102 _The Financial Reporting Standard applicable in the UK and Republic of Ireland_ ; and - have been prepared in accordance with the requirements of the Charities Act 2011. ## **Basis for opinion** We have been appointed as auditor under section 145 of the Charities Act 2011 (or its predecessors) and report in accordance with regulations made under section 154 of that Act. We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Charity in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. ## **Going concern** The Trustees have prepared the financial statements on the going concern basis as they do not intend to liquidate the Charity or to cease its operations, and as they have concluded that the Charity’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). In our evaluation of the Trustees’ conclusions, we considered the inherent risks to the Charity’s business model and analysed how those risks might affect the Charity’s financial resources or ability to continue operations over the going concern period. Our conclusions based on this work: - we consider that the Trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; and - we have not identified, and concur with the Trustees’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Charity’s ability to continue as a going concern for the going concern period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Charity will continue in operation. ## **Fraud and breaches of laws and regulations – ability to detect** _Identifying and responding to risks of material misstatement due to fraud_ To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: • enquiring of personnel, as to whether they have knowledge of any actual, suspected or alleged fraud; and • using analytical procedures to identify any unusual relationships or movements. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. 5 As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because revenue transactions are simple in nature and agreed to cash receipts. We did not identify any additional fraud risks. We performed procedures including: • Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual account combinations; • testing unusual or one-off transactions back to supporting evidence; and • assessing the completeness of disclosed related party transactions and verifying they had been accurately recorded within the financial statements. _Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations_ We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with management and discussed the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of noncompliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. The charity is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Whilst the charity is subject to many other laws and regulations, we did not identify any others where the consequences of non-compliance alone could have a material effect on amounts or disclosures in the financial statements. ## _Context of the ability of the audit to detect fraud or breaches of law or regulation_ Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. ## **Other information** The Trustees are responsible for the other information, which comprises the Trustees ‘Report and Statement of Responsibilities. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. We are required to report to you if: 6 - based solely on that work, we have identified material misstatements in the other information; or - in our opinion, the information given in the Trustees’ Annual Report is inconsistent in any material respect with the financial statements. We have nothing to report in these respects. ## **Matters on which we are required to report by exception** Under the Charities Act 2011 we are required to report to you if, in our opinion: - the Charity has not kept sufficient accounting records; or - the financial statements are not in agreement with the accounting records; or - we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. ## **Trustees’ responsibilities** As explained more fully in their statement set out on page 4, the Trustees are responsible for: the preparation of financial statements which give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Charity or to cease operations, or have no realistic alternative but to do so. ## **Auditor’s responsibilities** 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. ## **The purpose of our audit work and to whom we owe our responsibilities** This report is made solely to the Charity’s Trustees as a body, in accordance with section 145 of the Charities Act 2011 (or its predecessors) and regulations made under section 154 of that Act. Our audit work has been undertaken so that we might state to the Charity’s Trustees those matters we are required to state to them in an auditor’s 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 Charity and its Trustees, as a body, for our audit work, for this report, or for the opinions we have formed. ## **Jessica Hargreaves** ## **for and on behalf of KPMG LLP, Statutory Auditor** ## _Chartered Accountants_ _KPMG LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006_ 15 Canada Square London E14 5GL 17 October 2025 7 THE DESMOND FOUNDATION STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2024 Notas 31 Dec 2024 31 Dac 2023 INCOME FROM Donations Investments TOTAL INCOME 60,241 60,241 75,440 EXPENDITURE ON . Charitable Activilles Governance costs Other expenditure (433,936) (28,644) (50) (822,160) (25,2001 (50) NET (EXPENDITURE}IINCOME (402,389) (771,970) RECONCILATION OF FUNDS Total funds brought forward 1,376,565 2,148,535 TOTAL FUNDS CARRIED FORWARD 974 176 1,376,565 The notes on pages 10 to 13 form part of these accounts. All transactions relate to continuing activities. All funds are unrestricted. THE DESMOND FOUNDATION BALANCE SHEET AS AT 31 DECEMBER 2024 Notes 31 Dec 2024 31 Dec 2023 CURRENT ASSETS Cash at bank 1,002,920 1,401,865 1,002,920 1,401,865 Craditors: amount falling due within one year Accruals (28,6441 (25,2001 NET CURRENT ASSETS 974,276 1,376,665 CreditorJ'. amount falling due after one year Debt due to Westferry Housing Ltd (100) (100) NET ASSETS 974,176 1,376,565 FUNDS Unrestricted Funds 974,176 1,376,565 974,176 1,376,585 The financial statements were appro on their ehalf by ed by the Trustees, and signed zo25 Mr. R.C. Desmond Date The notes on pages 10 to13 form part of these accounts. THE DESMOND FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1. Princi l accountln Pollcles The financial Statements have been prepared in accordance with the Statement of Recommended Practice.. Accounting and Reporting by Charities (Charities SORP (FRS 102)) and the Financial Reporting Standard 102 applicable in the United Kingdom and Republic of Ireland (FRS 102) and the Charits-es Act 2011 and UK Generally Accepted Practice as it applies from 1 January 2015. A summary of the principal accounting policies, which have been applied conSisten￿Y, is set out below. Basls of accounting The financial statements have been prepared on a going concern ba3is which the Trustees consider to be appropriate for the follDwing reasons. The business model of the charity 18 such that its charitable activities are limited to those which it has sufficient funds to support from the excess of funding received over the costs of administering the charity, The Trustses have considered the cash flow forecasis for a period of at least 12 months from the date of approval of these financial statements and noted that Trust has a positive cash balance of £974,176 as at 31st December2024 and has no specific commitments or future committed costs whlch Indicate that the charity will have sufficient fvnds to meet its liabilities as they fall due for that period. The Trustees have also considered that even if no further fundin9 is received in the nexl 12 months period, the charity has sufficient cash reserves to pay for all of its costs. Consequently, the Trustees are confident that the charity will have sufficient fvnds to conlinue to meet its liabilitieg a8 they fall due for at least 12 months from the date of approval of the financial statements. Income Income is recognised when the three criteria of probable, rneasurement and entitlement have been met. Administrative services and accounting support (as per page 3) have been granted by Northem & Shell PIC to The Desmond Foundation and Westferry Housing Ltd as ils agent to assisl the Charity with its pursuits. The Charity does not account for these donations as they are not considered lo be signrficant and are difficult to quantify. Expenditure Grants payable are included within charitsble activities in the statement of financial activities when the offer is conveyed to the recipient and the charity is committed to the grant, Governance costs include expenditure on compliance with constitutional and Statutory requirements. Investments Investmen18 are valued at the market price at the balance 8heet date. Fund accounting The unrestricted funds Comprise those monies which may be used towards meeting the charitable cbjects of the charity at the discretion of the Trustee8, Cash flow statement The charity qualifies as a small entity and as a consequence, it is exempt from the requirement to prepare a cash flow statement under Financial Reporting Standard 1 {revised) 'Cash flow FRS 102.7,18', 2024 2023 2. Volunta Income Monetary Donations Income in Kind 2024 2023 3. Investment Income Bank interest 10 THE DESMOND FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4. Charitable actlvlt188 Grants ammrdad durin All Institutions the ear anal Sed b reci lent: Noof Grants Year endod 31 Dec 2024 Chari GTaenhouse Sport8 Noah'5 Ark The Childrgns Ho8pi¢e Strangth and Learnlng Ihrough Horg98 Community Securfty Trust J8w18h Bllnd and D5sabled Jew15h DeglA8sociation Bamel Youth Zona Mag8n Da￿d Adom UK Camp Slmcha Chai Cancar Care Holocau8t Education Trust Mirch of tha Llvlng Outhord Bound Trust World Jewlsh Rellef Development Highgale Appgal Llberal J￿$h Synogogug Be the Band CIC Kld8 Network A Spark in lh8 Dark GJ Llbrary GSDR Tralnlng Club The Chicken Soup Shaltar PToJ8Ct LIIty Slck ChlldTen'B Tru&l SDC4al Square UK Learn N Grow Slde by Slde Chlldren Ltd Strongbone$ Childrèn's Charity Cra&erjac* Chlldren's Trust Helplng D18abllll198 Tru81 100,000 100,000 31,024 25,000 20,000 20,000 16.866 15,000 10.090 10,000 10,000 10.000 10.000 10,000 7,800 7,500 5,000 5,000 2,600 2,500 2,500 2,500 2,000 2,000 2,000 1,000 1,000 1,000 950 995 Totsl Grants 34 433 938 11 THE DESMOND FOUNDATION TRUSTEES, REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 Grants awarded durln the ear are ana sodb soctor as follows: 2024 2024 2023 No. 2023 Communty Educalion Miscellaneou8 20 242,112 186,824 5,000 28 409,750 410,410 2,000 13 18 433 936 47 822 160 Total chaiitable expenditure of £462,630 (2023.. £844,410) is stated afièr the addition of bank charges of £50 (2023- £50) and audit fees of £28,644 (2023.. £25,200). There is no committed spending. As ststed in Trustees Reserves Policy and Risk., donations are recogni8ed at the point of payment rather than when pledges are made. 5. Governance cos 2024 2023 Audit fee- exclusive of VAT 23,870 21,000 The Audit fee, £28,644, includes VAT for ¢urreni year12023.' £25.2W}. 8. Other Ex onse3 2024 2023 Bank Charge 50 50 The value of facilities provided to the Charity free of charge that would othe￿18e have had to be purchased, such as the use of office equipment and office space, have not been recognised in the 51atement of financial activities because their value is not easily quantifiable. These services are provlded by Northern & Shell PIC free of charge. 7. Staff costs and Tru8tee8' remuneration No Staff were employed by the Charity during the year (2023.. £Nil). The Trustees received no remuneration for their servlceg to the Charlty or any reimbursemenl of expenses durlng the year (2023.. £Nil) 8. Relatsd transactlons The Desmond Foundation is funded principally by donation5 and gifted Servi￿$. During ihe year Northern & Shell PIC donated £Nil to The Desmond Foundation (2023 £Nil) and has undertaken to provide sufficient funds to enable the Foundaiion to meet ils liabilities as they fall due. At 31 December 2024, Northern & Shell PIC owed the Foundation £Nil (2023.. £Nil), in respect of donations made during the year. Mr R.C. Desmond is the chairnian of Northern & Shell PIC and is also beneficially interested in the whole of the share capital ofthal company. During the year Mr R.C. Desmond donated £Nil to The Desmond Foundation (2023.. £Nil). Nothern & Shell PIC provides the Foundation with administration services and accounling support (as per page 3) The value of these resources is not included in the Statement of Financial Activities because it is not possible to easily quanlify the value of this gift. A loan of £100 from Westferry Housing Ltd is stated in creditors. 12 THE DESMOND FOUNDATION TRUSTEES. REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 9. Taxation The Desmond Foundation is considered to pass the tests set out in Paregraph 1 Schedule 6 Finance Act 2010 and therefore il meets the definition of a charitable trust for UK income tax purpose8. Accordingly, the charity is exempt from taxation in reSp￿t of income or capital gains received within Categories covered by Part 10 Income Tax Act 2007 or Sects'on 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes. 13