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2024-07-31-accounts

The Hilborne Foundation Annual report and financial statements For the year ended 31 July 2024 Contents

Page
Trustees’ report 1
Trustees’ responsibilities statement 4
Independent auditor’s report 5
Statement of financial activities 8
Balance sheet 9
Notes to the financial statements 10

The Hilborne Foundation Annual report and financial statements Report of the Trustees For the year ended 31 July 2024

The Trustees present their annual report and the audited financial statements for the year ended 31 July 2024.

The financial statements comply with the Charities Act 2011, the Memorandum and Articles of Association, 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 1 January 2019).

Constitution

The Hilborne Foundation is a charity (Charity no 1049044) and is governed by a Trust Deed dated 1 September 1995. The Hilborne Foundation is the principal beneficiary of Kenneth Edward Hilborne’s estate which is in turn the principal beneficiary of Joan Aileen Hilborne’s estate.

Trustees

D G Crawford - Resigned (18/02/2024) R Drewett – Appointed (18/02/2024) P T Fraser M A George (Chair) The Society of Merchant Venturers (represented by D J Marsh)

Structure and Governance

The Board of Trustees meets at least once a year to determine strategy, set objectives and targets, agree policies and review progress.

Recruitment and Training of Trustees

New Trustees are recruited for their appropriate specialist skills, experience and eligibility and are appointed by existing Trustees.

New Trustees are inducted into the workings of the Foundation by the Chairman and Solicitors. Trustees are kept up to date with legislation and other factors through external training courses and briefings from the solicitors.

Registered office

The Collegiate School Bristol Bell Hill Stapleton Bristol BS16 1BJ

Professional Advisers

Bankers Auditor Solicitors Investment managers NatWest Saffery LLP Womble Bond Dickinson Evelyn Partners Investment (UK) LLP Management LLP PO Box 238 St Catherine’s Court 3 Temple Quay Portwall Place 32 Corn Street Berkeley Place Bristol Portwall Lane Bristol Bristol BS1 6DZ Bristol BS99 7UG BS8 1BQ BS1 6NA

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The Hilborne Foundation Annual report and financial statements Report of the Trustees For the year ended 31 July 2024

Objectives

The object of the charity is to apply the income and all or such part or parts of the capital as the Trustees may decide for the advancement of education by the creation of bursaries, scholarships or prizes to be awarded to pupils at The Collegiate School Bristol and the provision of financial assistance towards the maintenance and development of the School.

Achievements and performance

Investment income saw an decrease in the current year to £191,523 (2023: £209,738). The value of the Evelyn investment had risen to a value of £4.9m at the year end (2023:£4.2m), this included an injection of £410k in the portfolio following the receipt of funds from the sale of the investment property. The Foundation supported the equivalent of 9 full bursaries with a donation of £155,250 (2023: £142,975) providing support for 31 pupils who otherwise may not be able to attend the school.

Public benefit

The Trustees confirm that they have referred to the guidance contained within the Charity Commission’s general guidance on public benefit when reviewing the Charity’s objectives and activities.

The Foundation started supporting bursaries for new and existing pupils at The Collegiate School Bristol with effect from September 2012. In addition, it has made other contributions to improve the facilities and experience for existing and future pupils at the School.

Financial review

The results for the financial year are set out in the statement of financial activities on page 8.

The main source of income for the Foundation is investment income. Gross yields have averaged 3.3% (2023: 3.5%) for the year and the portfolio is benchmarked against the FT All Share Index and Wealth Management Association Balanced Index. The Foundation has again supported bursaries at The Collegiate School Bristol equivalent to nine full fee places. A net gain was made on investment assets for the year of £380,794 (2023: net loss of £156,222). This consisted of the unrealised increase in valuation of the portfolio at the year end of £286,301, combined with the realised profit on sale of shares during the year of £94,493.

Future plans

The Trustees’ aim for the next year is to ensure that:

Going concern

The Trustees are of the opinion that the charity has adequate resources to continue in operational existence for the foreseeable future and therefore these accounts have been prepared on a going concern basis. Investments in a managed portfolio have been made in the year to ensure that there is a sustainable income stream going forward and the expenses are being managed to ensure that net resources will be generated going forward.

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The Hilborne Foundation Annual report and financial statements Report of the Trustees For the year ended 31 July 2024

Related parties

The Collegiate School Bristol is the sole beneficiary of the Hilborne Foundation. During the year the Foundation continued to provide bursarial support to the school totalling £155,250 (2023: £142,975) and prize funds of £1,000 (2023: £1,000).

Investment policy

It is the intention of the Trustees to continue to invest surplus funds in a managed portfolio with Evelyn Partners. During the year it was agreed to ask Evelyn to adopt a total return approach to investing in order that the value of the fund is not artificially constrained by the need to raise income. Whilst there is no formal benchmark, investment performance is monitored by reference to the FT All Share Index and the APCIMS Balanced Index.

Risk management

Principal risks and uncertainties

The principal risk facing the Foundation is investment risk relating to the value of investments.

The Board of Trustees assesses the risks facing the Foundation and reviews the effectiveness of the controls to monitor and manage the risks. The key controls used by the Foundation include:

Reserves policy

The unrestricted funds balance at 31 July 2024 was £5,792,318 (2023: £5,417,413). In the opinion of the Trustees, the Foundation’s available funds are adequate to meet its objectives. It is the intention of the Trustees that all income should be invested to provide protected long-term bursaries where a steady stream of income is required.

Auditor

Each of the persons who is a Trustee at the date of approval of this report confirms that:

Approved by the Trustees on 22 January 2025 and signed on their behalf by:

…………………………………….

D J Marsh Trustee

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The Hilborne Foundation Annual report and financial statements Trustees’ responsibilities statement For the year ended 31 July 2024

Under charity law, the trustees are responsible for preparing the Trustees’ Annual Report and the financial statements for each financial year which show a true and fair view of the state of affairs of the charity and of the excess of income over expenditure for that period. The trustees have elected to prepare the financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

The trustees are required to act in accordance with the trust deed of the charity, within the framework of trust law. They are responsible for keeping adequate accounting records, sufficient to disclose at any time, with reasonable accuracy, the financial position of the charity and to enable the trustees to ensure that, where any statements of accounts are prepared by them under section 132(1) of the Charities Act 2011, those statements of accounts comply with the requirements of regulations under that provision. They are responsible for 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the charity and to prevent and detect fraud and other irregularities.

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The Hilborne Foundation Annual report and financial statements Independent auditor’s report to the Trustees For the year ended 31 July 2024

Opinion

We have audited the financial statements of The Hilborne Foundation for the year ended 31 July 2024 which comprise The Statement of Financial Activities, Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Conclusions relating to going concern

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 charity’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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information. 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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The Hilborne Foundation Annual report and financial statements Independent auditor’s report to the Trustees For the year ended 31 July 2024

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the Trustees’ Responsibilities Statement set out on page 4, the trustees 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.

In preparing the financial statements, the trustees are responsible for 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 the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

We have been appointed as auditors under the Charities Act 2011 and report in accordance with regulations made under that Act.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the charity’s financial statements to material misstatement and how fraud might occur, including through discussions with the trustees, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the charity by discussions with trustees and updating our understanding of the sector in which the charity operates.

Laws and regulations of direct significance in the context of the charity include the Charities Act 2011, the Charities (Accounts and Reports) Regulations 2008 and guidance issued by the Charity Commission for England and Wales.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the charity’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities

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The Hilborne Foundation Annual report and financial statements Independent auditor’s report to the Trustees For the year ended 31 July 2024

to identify potential material misstatements arising. We discussed the charity’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non­compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non­compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non­compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non­compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charity’s trustees, as a body, in accordance with Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the 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 the trustees as a body, for our audit work, for this report, or for the opinions we have formed.

………………………………………………………. Saffery LLP St Catherine’s Court Berkeley Place Clifton Bristol BS8 1BQ

Statutory Auditors

Date: 05.02.2025

Saffery LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006

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The Hilborne Foundation Annual report and financial statements Statement of financial activities For the year ended 31 July 2024

Note 2024 2023
£ £
Incoming resources
Investment income 2 191,523 209,738
______ ______
Total incoming resources 191,523 209,738
______ ______
Expenditure
Cost of raising funds:
Fundraising costs (25,079) (31,961)
Expenditure on other charitable activities:
Donations (156,250) (143,975)
Administration costs (16,083) (17,442)
_______ ______
Total resources expended 3 (197,412) (193,378)
_______ ______
Net incoming / (outgoing) resources before other recognised
gains and losses (5,889) 16,360
_______ ______
Gains and losses
Realised gain / (loss) on investment assets 94,493 116,254
Unrealised gain / (loss) on investment assets 5 286,301 (272,476)
_______ ______
Net movement in funds 374,905 (139,862)
Total funds brought forward 5,417,413 5,557,275
_______ ______
TOTAL FUNDS CARRIED FORWARD 10 5,792,318 5,417,413
_______ ______
All the activities derive from continuing operations.

All income and expenditure is unrestricted.

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The Hilborne Foundation Annual report and financial statements Balance sheet As at 31 July 2024

Note 2024 2023
£ £
FIXED ASSETS
Investments 5 4,931,259 4,194,127 4,194,127
Debtors after more than one year 6 690,974 712,861
CURRENT ASSETS
Debtors due within one year 7 49,543 481,114
Cash at bank 8 121,792 30,961
CURRENT LIABILITIES
Creditors due within one year 9 (1,250) (1,650) (1,650)
_____ ______
Net current assets 170,085 510,425
_____
TOTAL NET ASSETS 5,792,318 5,417,413 5,417,413
_____ _____
Represented by:
UNRESTRICTED FUNDS 10 5,792,318 5,417,413
_____ _____

All assets of material value are used for direct charitable purposes.

These financial statements were approved by the Trustees on 22 January 2025 and signed on their behalf by:

…………………………………. D J Marsh Trustee

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The Hilborne Foundation Annual report and financial statements Notes to the financial statements For the year ended 31 July 2024

1. Accounting policies

The particular accounting policies adopted by the Trustees are described below. They have been applied consistently through the current and preceding year.

Basis of preparation

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of investments to market value, in accordance with the Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102), the 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) (Charities SORP (FRS 102) applicable from 1 January 2019), and the Charities Act 2011.

Going concern

The Trustees have prepared the financial statements on a going concern basis which they consider is appropriate for the following reasons. The business model of the charity is such that its charitable activities are limited to those which is has sufficient funds to support from the excess of funding received over the costs of administering the charity. The charity therefore has no specific commitments and no committed costs beyond its fixed costs of operation which are detailed in note 3.

The Trustees have reviewed cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the charity will have sufficient funds to meet its liabilities as they fall due for that period. The Trustees have also considered the implications of market conditions such as the cost of living crisis on those cash flow forecasts and consider that as a result of the charity’s operating model explained above, even if no further funding is received in the 12 months period, the charity has sufficient cash reserves to pay all committed costs. As a result, the Trustees consider it appropriate for the financial statements to be prepared on a going concern basis.

Fund accounting

Donations and income received for the general purposes of the Charity are included as unrestricted funds.

Investment properties

Investment properties are shown at professional estimates of open market value where obtainable.

Investments

Investment activities will be managed in line with the requirements of the Trustee Act 2000. The investment value of the investments managed by fund managers is at the prevailing market value at the balance sheet date. The SOFA includes the net gains and losses arising on revaluation and disposals of investments under the direct control of the Foundation throughout the year.

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The Hilborne Foundation Annual report and financial statements Notes to the financial statements For the year ended 31 July 2024

1. Accounting policies (continued)

Incoming resources

Incoming resources are included in the statement of financial activities when the charity is entitled to the income and the amount can be measured reliably.

Residuary legacies are recognised as receivable once probate has been granted provided that sufficient information has been received to enable valuation of the charity’s entitlement.

Resources expended

Resources expended are accounted for on an accruals basis. The irrecoverable element of VAT is included with the item of expense to which it relates. Administration costs comprise the costs of running the charity including external audit, any legal advice and all the costs of complying with constitutional and statutory requirements.

Cash flow statement

The Hilborne Foundation is included in the consolidated financial statements of The Collegiate School Bristol. The financial statements are available to the public and may be obtained from the address given on page 1. The Foundation has therefore taken advantage of the disclosure exception in FRS 102 not to prepare a cash flow statement and related notes.

Taxation

The Hilborne Foundation is a registered charity. As such its sources of income and gains, received under Chapter 3 of Part 11 to the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, are exempt from taxation to the extent that they are applied exclusively to its charitable objectives. No tax charge has arisen for the charity in the year.

2. Investment income

Bank interest received
Loan interest received
Income from investments
Other investment income
2024
2023
£
£
4,530
29,863
691
27,442
157,130
-
147,934
33,671
191,523
209,738

3. Resources expended

Net income is stated after charging £1,250 (2023: £1,200), excluding irrecoverable VAT, for audit services.

4. Information regarding employees and trustees

The Foundation has no employees. No Trustee received remuneration or were reimbursed for expenses (2023: £nil) during the year.

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The Hilborne Foundation Annual report and financial statements Notes to the financial statements For the year ended 31 July 2024

5. Investments

Market value
At 1 August
Additions
Transfer
Disposals
Revaluation
2024
2024
2023
Securities
and other
investments
Total
Investment
properties
£
£
£
4,194,127
4,194,127
351,468
862,330
-
862,330
-
-
-
(411,499)
(411,499)
(351,468)
286,301
286,301
-
2023
2023
Securities
and other
investments
Total
£
£
4,461,067
4,812,535
710,373
-
710,373
-
(704,837)
(1,056,305)
(272,476)
(272,476)
4,931,259
4,931,259
-
4,194,127
4,194,127

The investment property was in Spain and it was sold during 2023 for £406,034 net of sales costs, leading to a realised gain in 2023 of £54,566.

Investments with a market value of £4,931,259 (2023: £4,194,127) are managed on behalf of the Hilborne Foundation by Evelyn Partners. The portfolio is spread across distinct classes of investment as follows:

UK Listed Equity
UK Alternative Investments Market
UK Fixed Interest
Overseas Listed Equity
Multi Asset
Overseas Fixed Interest
Property
Global listed Equity
Market value at 31 July
2024
2023
£
£
1,572,677
1,499,852
211,357
135,191
669,788
266,177
1,301,784
1,073,249
79,943
79,172
91,339
87,685
429,586
427,226
574,785
625,575
4,931,259
4,194,127

6. Debtors due after more than one year

ebtors due after more than one year
2024 2023
£
£
Loan repayable 690,974 712,861

On 1 May 2019, the Hilborne Foundation made an unsecured loan of £250,000 to The Collegiate School Bristol which is repayable in full on 1 May 2028. The interest rate increases annually by the inflationary increase in school fees. The rate of interest applicable in the year was 5.1% (2023: 4.7%).

On 27 March 2020, the Hilborne Foundation made an additional loan of £300,000 to The Collegiate School Bristol. The loan is unsecured, interest free and due for repayment in 2031. On 1 September 2021 the foundation increased the loan by £75,000 and the full amount of £375,000 is now unsecured and interest is payable at an initial rate of 4% which is increased annually by the inflationary increase in school fees. The rate of interest applicable in the year was 4.5% (2023: 4.2%). The loan is repayable in full in 2031.

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The Hilborne Foundation Annual report and financial statements Notes to the financial statements For the year ended 31 July 2024

7. Debtors due within one year

ebtors due within one year
Accrued investment income
Other debtors
Debtors
2024
2023
£
£
49,543
41,408
-
439,706
49,543
481,114

Other debtors relates to the proceeds of the sale of the investment property as disclosed in note 5, as well as additional deposit funds relating to a previous attempted sale of the same property, creating a debtor balance at year end of £nil (2023: £439,706).

8. Cash

**8. ** Cash
2024 2023
£ £
Bank deposits 121,792 30,961
**9. ** Creditors due within one year
2024 2023
£ £
Accruals 1,250 1,650

10. Movement in unrestricted funds

Unrestricted funds comprise those funds which the trustees are free to use in accordance with the charitable objects. These include all assets and liabilities of the charity.

Unrestricted funds Balance at
1 August
2023
Income
Expenditure
Investment
asset
gain/(loss)
Balance at
31 July 2024
£
£
£
£
£
5,417,413
191,523
(197,412)
380,794
5,792,318

11. Related parties

The Hilborne Foundation has been included within the consolidated financial statements of The Collegiate School Bristol due to the aligned objectives and close interaction between the trustees of these two entities. Under the provisions of FRS 102, related party transactions between members of a group are exempt from disclosure. Copies of the financial statements of The Collegiate School Bristol are available from its registered office at Bell Hill, Stapleton, Bristol BS16 1BJ.

12. Ultimate controlling party

The Society of Merchant Venturers is the ultimate controlling party as it has the ability to nominate a representative to the board of trustees, (currently David Marsh) who would be the sole Trustee in the event of the other Trustees retiring without having appointed replacement trustees.

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