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2024-03-31-accounts

The Borrow Foundation Report and Group Financial Statements

31 March 2024

Company Registration Number 03303900 (England and Wales) Charity Registration Number 1060308 (England and Wales)

Contents

Reports

Reports
Reference and administrative details of the
company and its advisors
1
Trustees 2
report 23
Financial statements
Group statement of financial activities 28
Balance sheets 29
Group statement of cash flows 31
Principal accounting policies 32
Notes to the financial statements 37

The Borrow Foundation

Reference and administrative details of the company and its advisors

Trustees Professor A J Rugg-Gunn (Chair)
N F Borrow
Professor C Stecksen-Blicks
Professor L M D Macpherson
Professor J T Newton
Professor J H Meurman
Registered office Padnell Grange
Padnell Road
Cowplain
Waterlooville
Hampshire
PO8 8ED
Company registration number 03303900 (England and Wales)
Charity registration number 1060308
Auditor Buzzacott LLP
130 Wood Street
London
EC2V 6DL
Bankers Lloyds Bank Plc
43 West Street
Fareham
Hampshire
PO16 0BE
Investment advisors JM Finn
25 Copthall Ave
London
EC2R 7AH
Solicitors RWK Goodman
69 Carter Lane
London
EC4V 5EQ

The Borrow Foundation 1

Trustees 31 March 2024

The trustees present their report and the audited group financial statements for the year ended 31 March 2024. The reference and administrative details of the charity, its trustees and advisers, set out on page 1, form part of this report.

The report has been prepared in accordance with Part 8 of the Charities Act 2011 and purpose of company legislation.

The financial statements have been prepared in accordance with the accounting policies set out on pages 32 to 36 of Memorandum and Articles of Association, the Companies Act 2006 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 United Kingdom and Republic of Ireland (FRS 102).

Company registration

The charitable company is registered in England and Wales as company number 03303900.

Structure, governance and management

number 3303900) and is governed by its Memorandum and Articles of Association dated 24 March 2004. It is registered as a charity with the Charity Commission for England and Wales (charity number 1060308).

The original charity was set up as an unincorporated Trust under the terms of a Deed dated 23 March 1971. The Trust Deed was amended by a scheme approved by the Charity Commission dated 3 November 1993. The assets and liabilities were transferred in 1998 to the present charity being then a newly incorporated company.

Trustees

A trustee is a member of the Board of Trustees of the Foundation ("the Board") and a director for the purposes of the Companies Act 2006.

The trustees who held office during the year were as follows:

Professor A J Rugg-Gunn (Chair) Professor U M C Stecksén-Blicks (resigned 5 February 2024) Professor L M D Macpherson Professor J T Newton (appointed on 7 June 2023) Professor J H Meurman (appointed on 29 February 2024) Mr N F Borrow

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Trustees 31 March 2024

Structure, governance and management (continued)

Appointment of trustees

The Board keeps the skill requirements of the trustee body under review and is keen to ensure that representation is sufficiently diverse to meet the needs of the Foundation and its beneficiaries. Candidates are selected on the basis that they have the relevant skills and necessary commitment to contribute to the charity's development. Interviews are conducted by the trustees and appointments are subject to the formal approval of the Board. Trustees are encouraged to play an active role in the charity's work, according to their particular skills and experience, and this is an important factor when new appointments are under consideration.

During the financial year, there were changes to the Board. Sadly, Professor Christina Stecksén-Blicks passed away suddenly on 5 February 2024. Christina had been an excellent trustee, and we are enormously grateful for the important contribution she made

There have been two important appointments during the year, bringing new skills and considerable experience to the Board. Professor Tim Newton joined on 7 June 2023 and Professor Jukka Meurman on 29 February 2024.

Trustee induction and training

Prior to their appointments, prospective trustees are provided with an induction pack which the charity and its subsidiary undertaking for the last three financial years, the minutes of recent trustees' meetings, a copy of the Memorandum and Articles of Association and details relating to the Finance Committee.

Those willing to undertake trusteeship are encouraged to visit the Foundation's offices to discuss further their potential role and obligations, meet the staff and be fully briefed on the charity's current activities and future plans.

Organisational structure

The charity is based in the UK, operating from offices in Cowplain, Hampshire.

The Board meets at least four times a year and Board members are in regular communication between meetings. It is responsible for the strategic direction and policy of the charity and for monitoring and evaluating performance. The services of an investment advisor are employed in long-term investment fund.

Responsibility for the day-to-day management of the charity and the implementation of the policies and plans determined by the Board is delegated to one of the trustees, Nigel Borrow, who works full time for the group (as permitted by the charitable company's Memorandum and Articles of Association) in the capacity of Executive Director of the Charity and Managing Director of the subsidiary company.

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Structure, governance and management (continued)

Organisational structure (continued)

Grant applications are determined by the trustees although external advice / guidance is often sought, for example, from the World Health Organization (WHO) and academics, particularly in the peer review of research proposals. Grants are awarded under formal agreements, requiring reports to be submitted at certain intervals and where appropriate, providing for periodic reviews.

The charity's wholly owned subsidiary undertaking, Borrow Investments Limited (company registration number 00671291), carries out non-charitable trading activities. It holds an investment property in London, together with approximately 287 acres of land in Horndean, Hampshire, comprising 250 acres of agricultural land and 37 acres leased to Waterlooville Golfers Limited. During the year the company made to the charity a Gift Aid payment of £935,590 (2023 £634,489), equivalent to all of its taxable profits relating to the previous financial year. The activities of that company are closely monitored by the trustees and in practice key decisions are subject to their approval.

Key management personnel

The trustees and the Executive Director are considered to be the key management personnel of the charity in charge of directing and controlling, running and operating the charity on a day-to-day basis.

The remuneration of the Executive Director is reviewed annually. In undertaking these reviews, the trustees have regard for performance, inflation, trends in pay in the relevant sectors and salaries paid for comparable roles, as well as any professional advisers.

Objectives, activities and public benefit

The Foundation's objects are the prevention of oral disease and the promotion of oral health education for the benefit of the general public.

Despite being largely preventable, oral disease remains a global problem. It is a significant burden in virtually all countries and represents a widely underestimated public health challenge. It is the most prevalent non-communicable disease worldwide, affecting an estimated 3.5 billion people, almost half the world's population.

Good oral health is fundamental to general health, wellbeing and quality of life. Poor oral health can adversely impact on essential human functions such as eating, speaking, smiling and socialising; it can have serious consequences for children, affecting school attendance and performance, and causing low self-esteem and far-reaching effects into adulthood.

Oral diseases disproportionately affect poorer, socially disadvantaged and marginalised groups in society, creating unacceptable inequities.

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Objectives, activities and public benefit (continued)

Oral health has been acknowledged as an integral element of the right to health, and thus of the basic human rights enshrined in the UN Universal Declaration of Human Rights adopted by member states.

Mission and priorities

promote the improvement of oral health primarily in children through the prevention of oral diseases. The focus is on population oral health and the need to reduce inequalities within and between countries.

worldwide and more particularly to influence:

Our priorities include:

In particular we provide support to:

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Objectives, activities and public benefit (continued)

Mission and priorities (continued)

The trustees confirm that they have complied with the duty in section 17(5) of the Charities Act 2011 to have due regard to public benefit guidance published by the Charity Commission.

Risk management

The major risks to which the Foundation is exposed have been reviewed and the appropriate steps taken to manage such risks.

around the world, the trustees recognise that there is an increased risk of grant funding being misappropriated or applied ineffectively due to the complexities of working overseas. Measures are taken to mitigate this risk.

Much of our work is carried out through or with leading organisations and academic institutions. Careful consideration is given to all potential partners and beneficiaries, having regard for their ability and capacity for managing and delivering the project or programme being contemplated, as well as their status and reputation. Regular reports required from our beneficiaries under formal agreements enable performance to be measured against an agreed protocol or programme of work and expenditure to be monitored against an approved budget. These are routinely considered at Board meetings. As a further control, grants are generally paid by instalments, the release of such instalments being conditional on the beneficiaries fulfilling their obligations.

The variability of investment returns is a major financial risk for the charity. The necessary measures have been taken to mitigate this risk. Professional advice is sought in respect of all investments. Since year-end, new investment advisors, JM Finn, have been appointed long-term investment fund.

Regular meetings are held with the investment advisors to ensure that the performance of the fund is closely monitored, and that the investment strategy and portfolio diversification ce is also closely monitored, and management reports are routinely provided at Board meetings.

In addition to these measures, a cash reserve position adequate to meet the Foundation's short to medium term commitments is maintained, thereby minimising the potential impact of any sudden fall in income.

Like most other organisations, the Foundation is becoming increasingly reliant on IT and technology. The trustees consider digital development to be fundamentally important in objects. At the same time, the trustees recognise that

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Objectives, activities and public benefit (continued)

Risk management (continued)

cybercrime poses an ever-evolving threat, and as dependence on technology grows, the risk and potential impact of security breaches increases.

Steps have been taken to mitigate these risks. IT consultants, Cyan Solutions Ltd, are engaged to manage, monitor and advise on IT systems and procedures. They have applied, and keep under review, the appropriate measures and controls to protect against cyber-attacks, remote monitoring being a vital aspect of these defences. Our staff training has been delivered through online resources, provided by the National Cyber Security Centre and iHasco respectively. This has been complemented by a cyber awareness programme, developed by our consultants and tailored to the needs of the charity. This is one of several measures being taken to strengthen further our systems and procedures, following a recent review.

Achievements and performance

countries in which our resources are being applied has risen, and the number of people benefitting from the activities we fund, has increased substantially. Despite the geopolitical uncertainty and challenging economic climate, the work supported by the charity has continued to evolve and grow.

Ongoing collaboration with the World Health Organization (WHO)

Over the past five years our contributions have been largely applied to the delivery of the WHO Global Oral Health Status Report, Strategy, and Action Plan. The progress made has been impressive, and it has been widely recognised that these policy documents have helped elevate oral health on the global health agenda and generated momentum for the improvement of oral health worldwide.

The Global Oral Health Strategy sets out the bold vision of universal health coverage (UHC) for oral health to reach all individuals and communities by 2030. It includes actions for international partners, civil society and the private sector, and sets out overarching goals to guide member states in developing ambitious responses to help reduce oral diseases and oral health inequalities.

The Global Oral Health Action Plan 2023 2030 was adopted at the World Health Assembly in May 2023. This translates the vision, goal and objectives of the strategy into action-oriented guidance and is described as the main practical tool for the adaptation of the global oral health policy agenda to national contexts. The plan comprises 11 global targets, 6 strategic objectives and 100 actions for member states, WHO secretariat, international partners, civil society organisations and the private sector. It seeks to strengthen national leadership, enhance oral disease prevention, improve oral health workforce capabilities, and scale up research. A monitoring framework has been

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Achievements and performance (continued)

Ongoing collaboration with the World Health Organization (WHO) (continued)

developed, to provide a clear set of measurable targets and core indicators that are being used to assess implementation progress.

Three key policy documents were brought together in a WHO publication, released in May 2024, including the strategy and action plan, and the landmark oral health resolution adopted at the 74[th] session of the World Health Assembly (2021). In the foreword, Dr Tedros Adhanom Ghebreyesus, Director-General, WHO, declared that the publication and make the case for integrating oral health into noncommunicable disease and UHC in oral health, and improve coverage and access around the world, and make sure that publication, entitled global policy documents.

The contributions made to WHO have been applied to other important initiatives, including -course approach, population-based -effective and evidence-based interventions for lowPlan for the Prevention and Control of Noncommunicable diseases 2013 of essential interventions to achieve UHC for oral health by 2030 was identified for inclusion on the WHO UHC Compendium database, and a list of fluoride-containing formulations was developed and included in a new category for dental products on the

to the development of the oral health module of the WHO STEPwise approach to NCD risk factor surveillance (STEPS), a simple, standardised method for collecting, analysing and disseminating data on key NCD risk factors. It has also led to closer collaboration between WHO and the Institute of Health Metrics and Evaluation, over the improvement and refinement of oral disease indicators and data quality.

In July 2019 a ground-breaking oral health series was published in The Lancet. The series highlighted the global public health significance of oral diseases and the need for a radically different policy agenda to tackle this major problem. This generated considerable interest worldwide, and we have been proud to provide funding that has helped establish -seven experts from 16 countries, engaged in academic research, policymaking, health and human rights advocacy, and clinical dentistry have been engaged. The focus has been on four key priorities: (i) global advocacy and policy development, (ii) equity, social justice, and oral health, (iii) health system reform, governance, and transformation, and (iv) commercial determinants.

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Achievements and performance (continued)

The Lancet Commission (continued)

The commissioners have received good support from the senior team at The Lancet and their work has enjoyed a high profile, being well-received across the world. Their close engagement with WHO has also enabled them to contribute to the development of key WHO Global Oral Health Status Report, strategy and action plan. Several scientific papers / commentaries have been published, to inform global oral health policy decision making.

The final meeting of the Lancet Commission on Oral Health took place in Switzerland in May 2023, hosted by the Brocher Foundation and WHO. This provided the opportunity for the commissioners to review the achievements made in this important initiative. The commissioners have since been working on a comprehensive final report, which is nearing completion.

Oral Health Birth Cohort Studies Consortium

Our funding has also helped establish a global consortium on oral health birth cohort studies (GLOBICS) through a grant awarded to the National Dental Research Institute, Singapore .

The importance of birth cohort studies in determining the causal relationship between potential risk factors during the prenatal or postnatal period and the health status of children, from birth and potentially through to adulthood, is widely recognised by the scientific community. GLOBICS has for the first time brought together researchers engaged in oral health birth cohort studies, with the aim of creating a sustainable collaborative network to strengthen and develop this important area of research. To date 17 researchers, from five continents, have participated in this project. The pooling of data has enhanced statistical power and helped with comparisons made between the studies and validation of methods across settings. Two key research questions have been addressed by the group; (i) What is the optimal exposure to breastfeeding that protects against early childhood caries and does sugar intake mediate this effect? and (ii) How has the intake of added sugar been recorded and analysed in association with oral health outcomes in OHBCS during different stages of childhood?

The outcomes of the work carried out under GLOBICS have been disseminated through several publications in peer-reviewed journals, and presentations made at international meetings.

Whilst our funding commitment will expire at the end of 2024, the consortium has secured a substantial grant from the National Medical Research Council of Singapore, thereby ensuring the continuation and expansion of this important international collaboration.

Population-based oral health

During the financial year, our funding was applied to a number of population-based projects /

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Achievements and performance (continued)

Population-based oral health (continued)

Ongoing projects

The workshop identified a number of important steps: the need for school-based interventions, community engagement strategies, and policy recommendations, such as promoting oral health education, creating affordable access to fluoride toothpaste, and integrating oral health into broader health systems. The work highlighted the need for multi-sectoral collaboration, advocating for a ministerial task force to take forward these plans. From the outset, it was felt that the project could be transferable. A regional workshop is therefore proposed, to share the experience and knowledge gained in Malawi and explore the potential for similar initiatives in neighbouring countries.

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Achievements and performance (continued)

Population-based oral health (continued)

Ongoing projects (continued)

complements an emerging national oral health policy, which seeks to achieve a fully integrated service by training more health professionals across Vanuatu. It is also aligned with the WHO Global Oral Health Action Plan.

The scheme complements the national strategy for water fluoridation. Fluoride is added to milk provided by JUNAEB free of charge for children aged 6 ~~1~~ 4 years in rural communities, where, for technical reasons, the water supplies cannot be fluoridated. The scheme reaches approximately 160,000 children, from 2,500 schools in 12 regions of the country.

The programme has the support of the Indonesian Ministry of Health and if successfully implemented in the city of Yogyakarta, could be rolled-out to other parts of the country.

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Achievements and performance (continued)

Population-based oral health (continued)

Ongoing projects (continued)

The results of the project provide policymakers with economic grounds for the expansion of CWF schemes and could prove timely for those currently promoting such interventions in north-east England.

The first is a data linkage cohort study, which aims to explore early life child-, familyand community-level influences on early childhood caries, (ECC) the underlying inequalities, and the impact of the Childsmile programme on behaviour change, improving oral health and reducing inequalities. This study is ongoing and is due to be completed towards the end of 2025.

The second looked to build an international consensus and theory of change for programmatic interventions, to prevent ECC. This work was carried out in three phases to assess global strategy and identify potential barriers and facilitators for the implementation of programmes, in line with the WHO guidance on ECC.

The third study aimed to assess the reach and impact of the Childsmile programme on children living in the most deprived communities and on vulnerable groups of and sch

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Achievements and performance (continued)

Population-based oral health (continued)

Ongoing projects (continued)

The first study aimed to assess whether spot urine samples are reliable for monitoring fluoride exposure in children ingesting fluoride in various geographical locations, from different vehicles: toothpaste, community water, milk, and salt. Twenty-four-hour study. The results showed strong correlations between adjusted and unadjusted fluoride concentrations in spot urine and 24-hour urinary fluoride excretion, suggesting that spot urine samples can provide a practical alternative for assessing fluoride exposure at a group level. The work was conducted by Teesside University, in collaboration with the University of Bogotá, Colombia, the University of Talca, Chile, and the Un

The second study used an in vitro model to identify probiotic strains that work well in combination with milk and fluoride for controlling cariogenic biofilm development. It was conducted by Teesside University in collaboration with Newcastle University and Umeå University.

The researchers found that the presence of 10 ppm fluoride during the development of cariogenic biofilms had a measurable impact by reducing the metabolic activity and altering the bacterial composition of the biofilms. The results also showed that probiotics can integrate into complex oral biofilms and could be added to fluoridated milk without compromising their viability, although the research team did highlight the need for further studies to establish the clinical impact of such products.

Call for Grant Applications

A call for grant applications that was made in August 2023. Applicants were invited to the implementation and evaluation of sustainable population-based programmes / projects targeted at the areas of greatest need, that could help reduce inequalities in oral health, within and between countries, (ii) projects that could influence / inform the review and development of health policy and strategies, (iii) research studies that could strengthen the evidence base for the prevention of dental diseases and (iv) training and capacity building initiatives. Recognising the importance of the work being carried under the WHO global

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Achievements and performance (continued)

Call for Grant Applications (continued)

oral health programme, priority was given to applications that were in line with the recommendations set out in the WHO Global Oral Health Strategy and Action Plan.

We had an excellent response to the call. Seventy proposals were received and following peer-review 12 grants were awarded for the following projects / studies:

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Achievements and performance (continued)

Call for Grant Applications (continued)

for young children within the context of implementing the Cambodia National Action Plan for Oral Health 2023-

Two further applications were shortlisted for grants and remain under consideration.

We have continued to provide support for dental associations to undertake activities that

European Association for Dental Public Health (EADPH)

Since 2009 our sponsorship for EADPH has been applied to several valuable initiatives. This includes a scheme providing membership subsidy to 100 dental public health professionals in the lower-income countries of Europe. These awards have been taken up in 18 countries, many of which were previously under-represented in the organisation. Our funding has also help to extend the EADPH's travel grant scheme that enables participation at the annual conferences by those who may otherwise find it difficult to attend. The 28 EADPH Congress was held in October 2024 in Heraklion, Crete, Greece,

The EADPH Board widely acknowledges that our sponsorship has made a significant hugely beneficial to the Foundation in creating a valuable network, and increasing its

International Association for Dental Research (IADR)

The charity has enjoyed a longstanding relationship with IADR. The IADR E.W. Borrow Memorial Award was established in 1992 to recognise and stimulate research in oral health promotion for children, with priority given to caries prevention using fluoride in different forms. The award is made annually and at the IADR General Session, which took place in March 2024, in New Orleans, USA, was received by Dr Livia Tenuta, University of Michigan, USA.

British Association for the Study of Community Dentistry (BASCD)

We were pleased to extend our commitment to BASCD for The Borrow Foundation Early Career Poster Award, for a further term of three years (2024 2026 inclusive). The 2024 award was presented at the BASCD Spring Scientific Meeting to Dr Lwazi Sibanda, Specialty Registrar in Dental Public Health, Honorary Lecturer in Dental Public Health, London's domiciliary services'. Under this award, Dr Sibanda received a small monetary prize, and sponsorship to participate and present a poster at the EADPH congress in Heraklion, Crete, Greece.

Funding has been provided for The British Fluoridation Society to help develop and expand its activities. Grants have also been provided for career development fellowships designed to stimulate academic interest in CWF. Two such awards have been made and work is

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Achievements and performance (continued)

Support for dental associations / organisations (continued)

underway at both, Dublin Dental University Hospital and University College London respectively.

Our sponsorship of ACDOM has enabled wider representation in this important forum from lower-income countries, and closer engagement between oral health leaders in the region and WHO. The 13[th] ACOM was held in Ayutthaya, Thailand, December 2023. The focus was on WHO policy and more particularly, how the how the guidance and recommendations in the Global Oral Health Action Plan might be translated by member states into national roadmaps.

Two important decisions were made over the future of ACDOM. Meetings will be organised to coincide with the congresses of the Asian Academy of Preventive Dentistry and coordinated by the WHO Collaborating Centres at Mahidol University, Thailand, and Niigata University, Japan.

Publications

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Achievements and performance (continued)

Publications (continued)

Republic. Front. Oral. Health 4:1176439. doi: 10.3389/froh.2023.1176439

Abuhaloob L, Petersen PE. Healthoral health International Dental Journal 2023 https://doi.org/10.1016/j.identj.2023.03.011

Plans for future periods

The awards made under the call for grant applications represent a substantial commitment for the charity. We will work closely with the awardees in the delivery of this important programme of work.

Looking to build on the success achieved in recent years, WHO has convened a global oral health meeting, to be held in Bangkok in November 2024. This high-profile meeting, the first of its kind, will seek to reaffirm and strengthen the commitment of member states towards the resolution on oral health adopted in 2021, and the implementation of the Global Oral Health Action Plan, thereby accelerating progress towards UHC for oral health by 2030. Recognising the importance of this event, the Foundation has agreed to provide a substantial grant towards the participation of decision makers from the 45 member states designated by the United Nations as the least developed countries.

The implementation of the Global Oral Health Action Plan will also be the focus of a threeyear programme of work, to be carried out by W details of the grant, which has been agreed in principle, are currently being finalised.

An external consultation will be commissioned, seeking the views of experts across the world on current priorities in global ora resources might be

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Plans for future periods (continued)

best applied to achieve its mission. The results will inform a strategic review and help shape the plans for further expansion.

Financial review

Results for the year

The statement of financial activities shows an increase in unrestricted funds during the year of £97, 409 (2023 increase of £355,545) with total income amounting to £1,816,034 (2023 £2,012,850) and expenditure totalling £1,718,625 (2023 £1,657,305).

Total income comprises £1,407,598 (2023 £1,690,972) of income from commercial activities and £408,436 (2023

Total expenditure comprises expenditure on charitable activities of £931,077 (2023 £913,208) and cost of raising funds of £787,548 (2022 £744,097).

The revaluation of the listed investment portfolio resulted in an unrealised gain of £506,296 (2023 £363,650 loss). The revaluation of the investment property held in the £1,000,000 loss).

The results of the Foundation's subsidiary undertaking, Borrow Investments Limited contributed a net loss to the group excluding investment gains of £451,049 (2023 £224,453 profit) on a turnover of £1,383,658 (2023 £1,392,032).

Investment policy

The trustees consider that the variability of investment returns on the Foundation's longterm investment portfolio inevitably constitutes a potential risk to the charity's funds. Appropriate steps therefore have been taken to mitigate this risk through a defined investment strategy, professional advice, portfolio diversification and a suitable reserves policy.

The nature of the Foundation's charitable activity together with its cash reserves policy are such that the trustees consider the appropriate objective for the portfolio is one of a balance between income and capital growth. It is the trustees' view that a balanced investment strategy will enable the charity to meet its funding commitments and potentially, expand further the level of support applied to its charitable activities.

The trustees recognise that an investment policy with a capital growth objective necessarily involves some risk to capital. Consequently, it is understood that the value of investments will routinely fluctuate and sometimes the value change will be swift and extreme. It is the trustees' view that they are prepared to tolerate a reasonable degree of capital risk and volatility on the long-term investment portfolio so long as this is commensurate with the potential for growth and subject to adequate portfolio diversification. In particular, the trustees consider the use of collective investment funds within the portfolio to be important in helping to achieve a suitable balance between investment risk and reward and to gain appropriate and diversified exposure to overseas and specialist markets.

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Financial review (continued)

Investment performance

Additionally, the trustees deem a deliberate policy of high cash retention outside of the long-term investment portfolio to be relevant to buffer short-term fluctuations in capital value and to maintain liquidity to meet their funding commitments.

Over the year ended 31 March 2024, the group's investments decreased in value by £340,933, from £27,054,686 to £26,713,753 in total. This decrease in value includes an decrease of £840,933 (2023 £364,306 decrease) in the unrealised value of the group's long-term investment portfolio for the year, and an unrealised gain of £500,000 (2023 £1,000,000 loss) on the revaluation of the investment property.

The overall performance for the year was considered satisfactory, when compared to market indices. The income yield from the portfolio grew considerably and the income target for the year was surpassed.

Whilst markets have demonstrated resilience since year end, rising economic and geopolitical uncertainty is a concern. The ongoing risk to capital value is recognised by the trustees and their advisers and is key factor in the decisions made around portfolio construction.

The Foundation has a core target for its long-term investment portfolio to out-perform cash or near cash instruments over three-year rolling periods, measured on a total return basis net of fees. Over the period from 1 April 2021 to 31 March 2024 this core target was achieved (as it had been in the prior three-year period ending 31 March 2023).

Investment strategy

The investment strategy is kept under regular review; the trustees and their investment advisers remain vigilant around the risk to capital value and have taken appropriate steps to mitigate this risk. The trustees are satisfied that the income yield is sustainable and has potential to increase over time.

The cash reserve policy is adequate to meet the Foundation's short to medium term commitments, avoiding the need for enforced realisation of investments; thereby limiting the impact on its long-term portfolio of any adverse changes in financial markets.

Going concern assessment

The trustees / directors and the management have undertaken an assessment of the of 16 months, ending 31 March 2026. Consideration has been given to all available information about the future.

Base case and worst-case cash flow forecasts have been prepared for the charity and the subsidiary company. In the worst-case scenarios, we have assumed that both interest rates and energy costs will remain high and there will be a significant fall across all income streams.

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Financial review (continued)

Going concern assessment (continued)

Having carried out the assessment, the trustees / directors are satisfied that both the charity and subsidiary company have sufficient reserves to meet their obligations over the period in question, there are no material uncertainties over the viability of the two entities and the financial statements should be prepared using the going concern basis of accounting.

Fixed assets

The trustees confirm that the assets of the Foundation are adequate and available to fulfil their obligations.

The trustees believe that the market value of the freehold land and buildings held by the group and charitable company is substantially in excess of the carrying value, but no formal valuation has been commissioned and any value attributed cannot be assessed with sufficient precision.

On 15 September 2017 Borrow Investments Limited entered into an option agreement to sell farmland, extending to 36.42 hectares (approximately 90 acres), held at a net book value of approximately £300,000. Having secured planning permission for a residentialled scheme, the developer, Bloor Homes Limited, purchased the land on 17 May 2024, for £24.5 million. The sum of £7.5 million was received on completion, with the balance payable in three equal instalments: on the first, second and third anniversaries of the completion date. A further substantial payment (minimum £3.5 million), linked to the disposal / development of land allocated for employment use, is anticipated. The subsidiary company could also benefit from extensive overage and clawback provisions built into the sales contract.

On 17 May 2024 Borrow Investments Limited also entered into a new option agreement with Bloor Homes Limited for the sale of additional farmland, comprising approximately 95 hectares (235 acres). An option fee of £1 million was received on completion of the agreement. The sale of any land under the option will be subject to a minimum price of £19.5 million plus indexation.

Reserves policy

The trustees have reviewed the Foundation's need for reserves in line with the guidance issued by the Charity Commission and have concluded that the charity requires reserves in order to meet its current grant commitments and to provide a sustainable future income for the charity. The charity aims to maintain its free reserves balance (excluding all fixed assets, deferred tax liabilities and grant commitments) between £nil and £300,000 to ensure there is a small reserve to meet future unforeseen expenditure. The deferred tax liability, required by FRS 102 within the financial statements of the subsidiary undertaking, has been excluded because it is likely that a gift aid payment would be made upon sale of the underlying asset to ensure there is no actual liability.

The trustees have set aside £350,385 (2023 £522,151) to meet commitments made at the year-end for research grant payments covering a period to 31 March 2027 (note 17).

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Reserves policy (continued)

The Foundation also considers that the group's total fixed assets of £27,489,116 (2023 £27,836,105), which includes the group's investments, do not constitute free reserves as they are held for the purpose of generating income to further the Foundation's objectives. The balance of funds (excluding all fixed assets, deferred tax liabilities and grant commitments) therefore amounts to a surplus of £2,080,850 (2023 a surplus of £458,390).

Indemnity given by the charitable company in favour of its trustees

The trustees are indemnified by the charitable company against all losses which they may incur in the execution of the duties of their office, other than those arising as a result of their gross negligence or wilful default. No insurance policy effecting cover against any such liability has been purchased by the charitable company.

Trustees' responsibilities statement

The trustees (who are also directors of The Borrow Foundation for the purposes of the company law) are responsible for preparing the trustees' report and the group financial statements in accordance with applicable law and regulations.

Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and the group and of the income and expenditure of the group for that period. Under company law the trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of the group and of the income or expenditure of the group for that period.

In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the charitable company's transactions and disclose with reasonable accuracy at any time the financial position of the group and of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of

The Borrow Foundation 21

31 March 2024

Trustees

Trustees' responsibilities statement (continued)

the group and of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the trustees confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Small companies provision

The above report has been prepared in accordance with the provisions applicable to Approved and authorised for issue by the Board of Trustees on and signed on its behalf by

A J Rugg-Gunn Trustee (Chair)

The Borrow Foundation 22

31 March 2024

Opinion

We have audited the financial statements of The 4 which comprise the group statement of financial activities, the group and charitable parent company balance sheets, the statement of cash flows, the principal accounting policies and the notes to the financial statements. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standa (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 are independent of the group and the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the 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

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 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.

The Borrow Foundation 23

31 March 2024

Other information

The other information comprises the information included in the annual report and financial Trustees are responsible for the other information contained within the annual report and financial statements. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the charitable parent company and its environment obtained in the course of the audit, we have not identified material misstat . We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

The Borrow Foundation 24

31 March 2024

Responsibilities of Trustees

the directors of the group and the charitable parent company for the purposes of company law) 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.

applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the group and the charitable parent company or to cease operations, or have no realistic alternative but to do so.

ponsibilities for the audit of the financial statements

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 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The Borrow Foundation 25

31 March 2024

(continued)

statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the Trustees and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our report.

The Borrow Foundation 26

31 March 2024

Use of our report

This report is made solely to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Catherine Biscoe (Senior Statutory Auditor) For and on behalf of Buzzacott LLP, Statutory Auditor 130 Wood Street London EC2V 6DL

Date: 9 December 2024

The Borrow Foundation 27

Group statement of financial activities Year to 31 March 2024 (including an income and expenditure account)

Notes Unrestricted Unrestricted Unrestricted Total funds
2024
£
Unrestricted Unrestricted Total funds
2023
£
General
funds
£
Revaluation
reserves
£
General
funds
£
Revaluation
reserves
£
Income from
Other trading activities
1
Investments
2
Total income
Expenditure on
Raising funds
. Commercial trading
operations
. Professional fees
3
Charitable activities
4
Total expenditure
Net investment
gains/(losses)
11
Revaluation of investment
property
11
Deferred tax on revaluation
14
Net income (expenditure)
7
Net movement in funds
for the year
15
Total funds brought forward
Total funds carried
forward
15
1,407,598
408,436
1,407,598
408,436
1,690,972
321,878
1,690,972
321,878
1,816,034
733,838
53,710
1,816,034
733,838
53,710
2,012,850
695,140
48,957
2,012,850
695,140
48,957
787,548
931,077
787,548
931,077
744,097
913,208
744,097
913,208
1,718,625 506,296
500,000
(125,000)
1,718,625
506,296
500,000
(125,000)
1,657,305 (363,650)
(1,000,000)
190,000
1,657,305
(363,650)
(1,000,000)
190,000
97,409 881,296 978,705 355,545 (1,173,650) (818,105)
97,409
13,710,090
881,296
13,226,791
978,705
26,936,881
355,545
13,354,545
(1,173,650)
14,400,441
(818,105)
27,754,986
13,807,499 14,108,087 27,915,586 13,710,090 13,226,791 26,936,881

Net income for the year derives from the continuing operations of the charitable company and its subsidiary undertaking.

All income and expenditure relates to unrestricted funds in both the current and prior years.

All gains and losses are included in the statement of financial activities.

The Borrow Foundation 28

Group balance sheet As at 31 March 2024

Notes Notes 2024
£
2024
£
2023
£
2023
£
Fixed assets
Tangible assets
10
Investments
11
Current assets
Debtors
12
Short term deposits
Cash at bank and in hand
Creditors: amounts falling due
within one year
13
Net current assets
Total assets less current liabilities
Creditors:amounts falling due
after more than one year
14
Net assets
The funds of the group
General funds
15
Revaluation reserves
15
Total funds
15
343,960
1,800,000
1,139,835
775,363
26,713,753
407,312
1,371,631
781,419
27,054,686
27,489,116
2,551,576
27,836,105
1,220,963
3,283,795 1,778,943
(732,219) (557,980)
30,040,692
(2,125,106)
29,057,068
(2,120,187)
27,915,586 26,936,881
13,807,499
14,108,087
13,710,090
13,226,791
27,915,586 26,936,881

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime in Part 15 of the Companies Act 2006.

Approved and authorised for issue by the Board of Trustees on:

and signed on its behalf by

Trustee

Company registration number 03303900 (England and Wales)

The Borrow Foundation 29

Charitable company balance sheet As at 31 March 2024

Notes 2024
£
2024
£
2023
£
2023
£
Fixed assets
Tangible assets
10
Investments
11
Current assets
Debtors
12
. Amounts due after one year
. Amounts due within one year
Short term deposits
Cash at bank and in hand
Creditors: amounts falling due
within one year
13
Net current assets
Total assets less current
liabilities
Creditors: amounts falling due after
more than one year
14
The funds of the charity
General funds
15
Revaluation reserves
15
Total funds
15
508,834
1,800,000
189,666
475,782
14,688,288
94,536
446,441
480,743
15,529,222
15,164,070
1,900,000
2,403,233
16,009,965
1,900,000
502,584
2,498,500 540,977
(95,267) (38,393)
19,467,303
(3,990)
18,412,549
(3,990)
19,463,313 18,408,559
14,950,460
4,512,853
14,402,003
4,006,556
19,463,313 18,408,559

Approved and authorised for issue by the Board of Trustees on and signed on its behalf by

Trustee

Company registration number 03303900 (England and Wales)

The Borrow Foundation 30

Group statement of cash flows 31 March 2024

Notes 2024
£
2023
£
Cash flows from operating activities:
Net cash used in operating activities
A
Cash flows from investing activities:
Investment income
Purchase of tangible fixed assets
Proceeds from the disposal of investments
Movement in short term deposits
Movement on cash held by investment manager
Purchase of investments
Net cash provided by investing activities
Change in cash and cash equivalents in the year
Cash and cash equivalents at 1 April 2023
B
Cash and cash equivalents at 31 March 2024
B
(185,442) 59,647
408,436
(2,022)
738,536
(1,800,000)
609,472
(776)
321,866
(2,039)
271,244
(51,215)
(46,354) 539,856
(231,796)
1,371,631
599,503
772,128
1,139,835 1,371,631

Notes to the statement of cash flows for the year to 31 March 2024.

A Reconciliation of net movement in funds to net cash used in operating activities

----- Start of picture text -----
2024 2023
£ £
Net movement in funds (as per the statement of financial activities) 978,705 (1,008,105)
Adjustments for:
Depreciation charge 8,078 8,237
(Gains) losses on investments (1,006,296) 1,363,650
Investment income (408,436) (321,878)
Decrease (Increase) in debtors 63,352 (2,298)
Increase in creditors 179,155 20,041
Net cash used in operating activities (185,442) 59,647
----- End of picture text -----

B Analysis of cash and cash equivalents

Analysis of cash and cash equivalents
2024
£
2023
£
Cash at bank and in hand
Total cash and cash equivalents
1,139,835 1,371,631
1,139,835 1,371,631

C Analysis of changes in net debt

Analysis of changes in net debt
At 1
April
2023
Cash
flows
At 31
March
2024
Cash and cash equivalents
Total
1,371,631
1,371,631
(231,796)
(231,796)
1,139,835
1,139,835

The Borrow Foundation 31

Principal accounting policies 31 March 2024

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

Basis of preparation

These financial statements have been prepared for the year to 31 March 2024.

The financial statements 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 financial statements.

The financial statements have been prepared in accordance with 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 United Kingdom and Republic of Ireland (FRS 102) (Charities SORP FRS 102), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Charities Act 2011.

The charity constitutes a public benefit entity as defined by FRS 102.

The accounts are presented in sterling and are rounded to the nearest pound.

Basis of consolidation

These financial statements consolidate the results of the charitable company and its wholly owned subsidiary undertaking, Borrow Investments Limited, drawn up to 31 March each year. A separate Statement of Financial Activities for the charitable company itself is not presented because the charitable company has taken advantage of the exemptions afforded by section 408 of the Companies Act 2006.

Critical accounting estimates and areas of judgement

Preparation of the financial statements requires the trustees and management to make significant judgements and estimates.

The items in the accounts where these judgements and estimates have been made include:

estimating the liability for multi-year grant commitments;

The Borrow Foundation 32

Principal accounting policies 31 March 2024

Assessment of going concern

The trustees have assessed whether the use of the going concern assumption is appropriate in preparing these financial statements. The trustees have made this assessment in respect to a period of one year from the date of approval of these financial statements.

The trustees of the charity have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the charity to continue as a going concern.

The trustees are of the opinion that the charity will have sufficient resources to meet its liabilities as they fall due. The most significant areas of judgement that affect items in the accounts are detailed above. With regard to the next accounting period, the year ending 31 March 2025 the most significant areas that affect the carrying value of the assets held by the charity are the level of investment return and the performance of the investment markets.

Company status

The charitable company is a company limited by guarantee and does not have a share capital. In the event of the charitable company being wound up, the liability in respect of the guarantee is limited to £10 per member of the charitable company.

Fund accounting

Unrestricted funds are defined as income received or generated which are available for use at the discretion of the trustees in furtherance of the general objectives of the charitable company which have not been designated for other purposes.

Designated funds are unrestricted funds which have been earmarked by the Board for specific purposes.

Income

All income is included in the statement of financial activities when the group is legally entitled to the income, when it is probable that the income will be received and when the monetary value of the incoming resources can be measured with sufficient reliability.

Leasing income

Rents receivable under operating leases are credited to the statement of financial activities on a straight line basis over the lease term.

Income arising on rent reviews is recorded as income in the period in which it is earned.

Leasing income is deferred when rents are received in advance for rental periods in subsequent financial periods. This income is released to the statement of financial activities in the period in which the group is entitled to it.

The Borrow Foundation 33

Principal accounting policies 31 March 2024

Income (continued)

Investment income

Interest received from cash at bank and from fixed asset investments is included in the statement of financial activities for the period in which the charitable company is entitled to receipt.

Dividend and distribution income from fixed asset investments is included in the statement of financial activities on a receivable basis.

Expenditure

Expenditure is accounted for on an accruals basis and includes irrecoverable VAT. The majority of costs are directly attributable to the specific activities of the charitable company. The residual support costs have been allocated between charitable activities and governance costs on the basis of time spent by staff.

Expenditure on raising funds

Expenditure on raising funds comprise the costs associated with the commercial trading operation and with generating investment income and include investment advisors' and investment managers' costs.

Charitable activities

Charitable activities includes resources expended associated with the furtherance of the charitable company's objectives and any support costs associated with those activities.

Grants payable

Grants payable are payments to third parties for community schemes or research, in furtherance of the charitable company's objectives. They are accounted for when paid unless a firm commitment to pay the grant exists at a date prior to the year end. Grants committed subject to conditions to be fulfilled by the charity have been disclosed in note 17. These have not been included in the financial statements.

Support costs

Support costs are those incurred in connection with the administration and operation of the charitable company.

Governance costs include those costs associated with meeting the constitutional and statutory requirements of the charitable company and include audit fees and other costs linked to the strategic management of the charitable company.

The Borrow Foundation 34

Principal accounting policies 31 March 2024

Fixed assets

Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Freehold buildings - 2% to 8% straight line
Building improvements - 8% straight line/over the remaining lease
term
Plant, equipment, fixtures and fittings - 10% to 33% straight line

The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

Land is not depreciated and is held at cost, being purchase price, in the balance sheet.

Assets with a net cost of £500 or more are capitalised.

Investments

Listed investments are stated at market value at the balance sheet date. Any unrealised and realised gain or loss on revaluation is shown in the statement of financial activities. Other investments are stated at the lower of cost and net realisable value.

Investment properties are valued at current open market value and are revalued annually, where such revaluation is material. The revaluation surplus or deficit is transferred to the revaluation reserve unless a deficit on investment property is expected to be permanent, in which case it is charged to the statement of financial activities.

Investment cash is stated at the amount of cash held in investment accounts. Interest is accrued in the statement of financial activities when receivable.

In accordance with FRS 102, no depreciation is provided in respect to investment properties. This is a departure from the requirements of the Companies Act 2006 which requires all properties to be depreciated. The properties are not held for consumption but for investment and the trustees consider that to depreciate them would not give a true and fair view because it would not be compliant with applicable accounting standards.

The investment in the subsidiary undertaking is included at its net asset value when it was transferred to the charitable company upon the incorporation of the earlier charitable trust.

Debtors

Debtors are recognised at their settlement amount, less any provision for non-recoverability. Prepayments are valued at the amount prepaid. They have been discounted to the present value of the future cash receipt where such discounting is material.

The Borrow Foundation 35

Principal accounting policies 31 March 2024

Cash at bank and in hand

Cash at bank and in hand represents such accounts and instruments that are available on demand or have a maturity of less than three months from the date of acquisition. Deposits for more than three months but less than one year have been disclosed as short term deposits. Cash placed on deposit for more than one year is disclosed as a fixed asset investment.

Creditors and provisions

Creditors and provisions are recognised when there is an obligation at the balance sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Creditors and provisions are recognised at the amount the charity anticipates it will pay to settle the debt. They have been discounted to the present value of the future cash payment where such discounting is material.

Leasing commitments

Rentals payable under operating leases are charged to the statement of financial activities on a straight line basis over the lease term.

Pensions

The group contributes to the defined contribution personal pension schemes of certain employees. Contributions are charged to the statement of financial activities as they become payable in accordance with the contribution rates agreed with those employees.

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the statement of financial activities.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in a future obligation to pay more tax, or a right to pay less tax, have occurred at the balance sheet date. Timing differences are differences between the group's profits as stated in the financial statements and its taxable profits, that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax is measured at the average tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse. Deferred tax is measured on a nondiscounted basis.

Net deferred tax assets are regarded as recoverable, and therefore recognised, only to the extent that, on the basis of all available evidence, it is regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing difference can be deducted.

The Borrow Foundation 36

Notes to the financial statements Year to 31 March 2024

1 Income from commercial trading operations

Income from commercial trading operations represents amounts receivable from property rental in the UK and a limited amount of farming activity, stated net of value added tax, undertaken by the charitable company's trading subsidiary.

2024
£
2023
£
Rental income generated from UK operating leases
Rental income (Foundation)
Other income
1,289,627
23,940
94,031
1,407,598
1,296,630
23,940
370,402
1,690,972

2 Income from investments

Income from investments
2024
£
2023
£
Income from fixed asset investments
Bank interest received
347,897
60,539
408,436
248,463
73,415
321,878

3 Expenditure on raising funds: professional fees

Expenditure on raising funds: professional fees
2024
£
2023
£
Investment advisors and investment managers
Surveyors and other property related advice
39,965
13,745
53,710
43,786
5,171
48,957

4 Expenditure on charitable activities

Expenditure on charitable activities
2024
£
2023
£
Grants (note 5)
Information and education
Subscriptions and media costs
Support costs
. Staff costs
. Office costs
. Depreciation
. Travel expenses
. Legal and professional fees
. Bank charges/foreign currency gains and losses
. Governance costs (note 6)
513,766
16,384
7,490
211,423
131,195
6,983
14,118
3,342
926
25,450
536,979
5,159
9,330
221,885
91,137
7,133
6,903
12,869
1,173
20,640
931,077 913,208

The Borrow Foundation 37

Notes to the financial statements Year to 31 March 2024

5 Grants payable

----- Start of picture text -----
2024 2023
£ £
Population-based programmes & research
University of Queensland, Australia 8,194
MOH Bhutan 14,302
University of Puthisastra, Cambodia 22,334
INTA / JUNAEB Chile 22,548
AMSPO Montpellier, France 6,581 15,178
University of Montpelier, France 10,331
University of Heidelberg, Germany (233) 10,896
Gadjah Mada University, Indonesia 9,732 24,134
Lithuania Dental Chamber 17,696 30,903
ACTA Netherlands 20,130 41,126
CBSHI Palestine (3,080)
National Dental Centre, Singapore 24,916 64,726
University of Bern, Switzerland 4,675 8,146
MOPH Thailand 10,379
Teesside University, UK 93,000 98,952
University of Glasgow, UK 20,696 11,750
University of Newcastle, UK 53,000
University of Plymouth, UK 22,500 39,000
University of Liverpool, UK 38,900
University College London, UK 42,000
University of Birmingham, UK 10,207
ACDOM 12,195
GP Romania 23,160
Maldent, Uni Malawi 48,159
MOH Vanuatu 12,617
416,862 472,888
Support for dental associations/organisations
British Association for the Study of Community Dentistry 300 600
British Fluoridation Society 10,000 10,000
International Association of Dental Research 3,289 3,288
13,589 13,888
World Health Organisation collaboration 70,622 37,183
Grants towards training, travel, conference attendance and sponsorship
of Dental Association 12,695 13,020
Total grants payable (notes 4 and 17) 513,768 536,979
----- End of picture text -----

6 Governance costs

Governance costs
2024
£
2023
£
Accountancy and audit
Management meetings
15,920
9,530
14,200
6,440
25,450 20,640

The Borrow Foundation 38

Notes to the financial statements Year to 31 March 2024

7 Net income (expenditure) for the year

a. Net income (expenditure) for the year is stated after charging:

2024
£
2023
£
Depreciation of owned fixed assets
Operating lease rentals
land and buildings
8,078
36,558
57,500
8,237
29,200
57,500

b. Analysis of auditor s remuneration

Analysis of auditor
s remuneration
2024
£
2023
£
Audit fees (audit of the Foundation and subsidiary)
. Current year
Other services (taxation)
32,400
4,158
36,558
25,200
4,000
29,200

c. Employees

The average number of employees was:

----- Start of picture text -----
2024 2023
No. No.
The Borrow Foundation 5 5
Borrow Investments Limited 5 5
10 10
2024 2023
£ £
Staff costs for the above persons:
. Wages and salaries 329,316 348,127
. Social security costs 35,333 37,738
. Other pension costs 17,548 13,149
382,197 399,014
----- End of picture text -----

No employee of either the charitable company or its subsidiary undertaking earned at a rate of £60,000 per annum or more in the current or the prior year. One of the trustees has been remunerated by both the charitable company and its subsidiary undertaking and the remuneration in aggregate is in excess of £60,000 (note 7(d)).

The Borrow Foundation 39

Notes to the financial statements Year to 31 March 2024

7 Net income for the year (continued)

d. Trustees' remuneration and expenses

N F Borrow, a trustee of the charitable company and a director of the subsidiary undertaking received remuneration from the group (as permitted by the charitable company's Memorandum and Articles of Association) as follows:

Borrow
Foundation
2024
£
Borrow
Investments
2024
£
Total
2024
£
Borrow
Foundation
2023
£
Borrow
Investments
2023
£
Total
2023
£
Remuneration
Company contributions to a money
purchase pension scheme
40,987
3,671
44,658
81,587
7,343
88,930
122,574
11,014
133,588
38,664
3,480
42,144
79,655
7,169
86,824
118,319
10,649
128,968

The trustees are considered to be the key management personnel of the charity in charge of directing and controlling, running and operating the charity on a day to day basis. The total remuneration paid to key management personnel (including pension contributions and employer s national insurance contributions) was £147,085 (2023 £143,500).

Other than as stated above, none of the other trustees received any remuneration during the current or preceding year. The number of trustees to whom retirement benefits are accruing under money purchase pension schemes amounted to 1 (2023 1).

Trustee expenses amounted to £nil (2023 £nil).

8 Taxation

a. Current tax

The charitable company is exempt from the liability to taxation by virtue of Sections 466 to 493, Corporation Tax Act 2010.

The subsidiary undertaking pays Gift Aid equivalent to all its taxable profits to The Borrow Foundation, its parent undertaking.

b. Deferred tax provided

Deferred tax has been recognised on the value of the investment property held by the subsidiary undertaking. Further details are provided in note 14.

9 Net income attributable to members of the parent undertaking

The net income for the year dealt with in the financial statements of the parent undertaking was £1,054,752 (2023 net expenditure of £232,562).

The Borrow Foundation 40

Notes to the financial statements Year to 31 March 2024

10 Tangible fixed assets

Group

Group
Freehold
land and
buildings
£
Building
improve-
ments
£
Plant,
equipment,
fixtures
and
fittings
£
Total
£
Cost
At 1 April 2023
Additions
At 31 March 2024
Depreciation
At 1 April 2023
Charge for the year
At 31 March 2024
Net book values
At 31 March 2024
At 31 March 2023
1,082,009 65,047 110,251
2,022
1,257,307
2,022
1,082,009 65,047 112,273 1,259,329
308,324
4,641
63,279
453
104,285
2,984
475,888
8,078
312,965 63,732 107,269 483,966
769,044
773,685
1,315
1,768
5,004
5,966
775,363
781,419

The trustees believe that the market value of the freehold land and buildings is substantially in excess of the carrying value but no formal valuation has been commissioned and any value attributed cannot be assessed with sufficient precision, particularly in current market conditions.

On 15 September 2017 Borrow Investments Limited entered into an option agreement to sell farmland, extending to 36.42 hectares (approximately 90 acres), held at a net book value of approximately £300,000. Having secured planning permission for a residential-led scheme, the developer, Bloor Homes Limited, purchased the land on 17 May 2024, for £24.5 million. The sum of £7.5 million was received on completion, with the balance payable in three equal instalments: on the first, second and third anniversaries of the completion date. A further substantial payment (minimum £3.5 million), linked to the disposal / development of land allocated for employment use, is anticipated. The subsidiary company could also benefit from extensive overage and clawback provisions built into the sales contract.

On 17 May 2024 Borrow Investments Limited also entered into a new option agreement with Bloor Homes Limited for the sale of additional farmland, comprising approximately 95 hectares (235 acres). An option fee of £1 million was received on completion of the agreement. The sale of any land under the option will be subject to a minimum price of £19.5 million plus indexation.

Included within freehold land and buildings is land valued at £647,967 (2023 £647,967) which is not being depreciated.

The Borrow Foundation 41

Notes to the financial statements Year to 31 March 2024

10 Tangible fixed assets (continued)

Charity

Charity
Freehold
land and
buildings
£
Building
improve-
ments
£
Plant,
equipment,
fixtures
and
fittings
£
Total
£
Cost
At 1 April 2023
Additions
At 31 March 2024
Depreciation
At 1 April 2023
Charge for the year
At 31 March 2024
Net book values
At 31 March 2024
At 31 March 2023
674,356 65,047 63,605
2,022
803,008
2,022
674,356 65,047 65,627 805,030
198,610
4,641
63,280
453
60,375
1,889
322,265
6,983
203,251 63,733 62,264 329,248
471,105
475,746
1,314
1,767
3,363
3,230
475,782
480,743

The trustees believe that the market value of the freehold land and buildings is substantially in excess of the carrying value but no formal valuation has been commissioned and any value attributed cannot be assessed with sufficient precision, particularly in current market conditions.

Included within freehold land and buildings is land valued at £350,000 (2023 £350,000) which is not being depreciated.

The freehold land and buildings were held for leasing under operating leases during the year.

11 Investments

Group

Group
Listed
invest-
ments
£
10,071,847
776

(723,354)
491,115
9,840,384
9,664,470
175,914
9,840,384
Investment
property
£
13,000,000
500,000
13,500,000
13,500,000
13,000,000
Cash
£
3,982,839
(609,472)
3,373,367
3,373,367
3,373,367
Total
£
27,054,686
776
(1,332,826)
991,115
26,713,753
26,537,837
175,914
26,713,753
At 1 April 2023
Additions
Disposals (proceeds £738,536; realised
gain £15,182)
Net gains on revaluation (note 15)
At 31 March 2024
Investment assets held in the UK
Investment assets held overseas

The Borrow Foundation 42

Notes to the financial statements Year to 31 March 2024

11 Investments (continued)

Group (continued)

All investments are held primarily to provide an investment return for the group.

Listed investments

The historical cost of the listed investments to the charitable company was £9,468,081 (2023 £10,068,505)

At 31 March 2024, the following individual investment holdings were considered material in the context of the total listed investment portfolio:

Market
value
£
% of total
listed
investment
21.3
6.7
Schroder Managed Balanced Institutional
BlackRock Charities UK EquityFund A(Inc)
2,095,500
661,920

Investment property

The investment property was valued independently on 27 August 2021, as at the valuation date of 31 March 2021, at £14,975,000 being the open market value for existing use, in accordance with the RICS Appraisal and Valuation Standards (6th Edition), by C Walker opinion after consultation with their chartered surveyor, the open market value of the property for existing use as at 31 March 2024 is £13,500,000. The historical cost of this property was £1,900,000.

Charity

Charity
Listed
investments
£
Cash
£
Shares
in
subsidiary
undertaking
£
Total
£
At 1 April 2023
Additions
Disposals (proceeds £738,536; realised
gain £15,182)
Net gains on revaluation (note 15)
At 31 March 2024
Investment assets held in the UK
Investment assets held overseas
10,071,847
776
(723,354)
491,115
3,982,839
(609,472)
1,474,536 15,529,222
776
(1,332,826)
491,115
9,840,384 3,373,367 1,474,536 14,688,287
9,664,470
175,914
9,840,384
3,373,367
3,373,367
1,474,536
1,474,536
14,512,373
175,914
14,688,287

Listed investments

The historical cost of the listed investments to the charitable company was £9,468,081 (2023 £10,068,505).

The Borrow Foundation 43

Notes to the financial statements Year to 31 March 2024

11 Investments (continued)

Listed investments (continued)

At 31 March 2024, the following individual investment holdings were considered material in the context of the total listed investment portfolio:

Market
value
£
% of total
listed
investment
Schroder Managed Balanced Institutional
BlackRock Charities UK EquityFund A(Inc)
2,095,500
661,920
21.3
6.7

Shares in subsidiary undertaking

The charitable company owns the entire issued ordinary share capital of Borrow Investments Limited, a company registered in England and Wales (Company Registration No. 671291). The subsidiary undertaking carries out trading activities, namely property rental and limited farming activity. The total taxable profit of the subsidiary undertaking is gifted to the parent undertaking each year. Audited financial statements of Borrow Investments Limited will be filed with Companies House.

A summary of the results of the subsidiary undertaking to 31 March 2024 is shown below:

----- Start of picture text -----
2024 2023
£ £
Turnover 1,383,658 1,392,032
Cost of sales (537,638) (520,021)
Gross profit 846,020 872,011
Administrative expenses (244,622) (217,580)
Operating profit 601,398 654,431
Interest receivable 16,651 11,249
Interest payable and similar charges (133,508) (81,738)
Gain on disposal of tangible fixed assets 275,000
Profit on ordinary activities before Gift Aid 484,541 858,942
Gift Aid (note 20) (935,590) (634,489)
Surplus (deficit) on ordinary activities before revaluation of investment
property (451,049) 224,453
Unrealised (loss) gain on revaluation of investment 500,000 (1,000,000)
Deferred tax on revaluation of investment property (125,000) 190,000
(Loss) profit for the financial year (76,049) (585,547)
Accumulated surplus at 1 April 10,611,227 11,196,774
Total comprehensive (expenditure) income (76,049) (585,547)
Accumulated surplus at 31 March 10,535,178 10,611,227
----- End of picture text -----

The Borrow Foundation 44

Notes to the financial statements Year to 31 March 2024

11 Investments (continued)

Shares in subsidiary undertaking (continued)

----- Start of picture text -----
2024 2023
£ £
The aggregate of the assets and liabilities was:
. Assets 15,193,245 15,147,011
. Liabilities (4,658,067) (4,535,784)
10,535,178 10,611,227
Represented by:
. 30,002 ordinary shares at £1 each 30,002 30,002
. Investment revaluation reserve 9,595,235 9,220,235
. Profit and loss account 909,941 1,360,990
10,535,178 10,611,227
----- End of picture text -----

12 Debtors

----- Start of picture text -----
Group Charity
2024 2023 2024 2023
£ £ £ £
Trade debtors 157,840 197,370 3,162 3,990
Amounts owed from subsidiary undertaking
(note 20) 441,239 7,679
Loan to subsidiary undertaking (note 20) 1,900,000 1,900,000
Prepayments and accrued income 186,120 209,942 64,433 82,867
343,960 407,312 2,408,834 1,994,536
----- End of picture text -----

The loan to the subsidiary undertaking is secured via a charge over their investment property, bears interest at 2% above Barclays Bank plc base rate and is due more than twelve months from the balance sheet date.

13 Creditors: amounts falling due within one year

----- Start of picture text -----
Group Charity
2024 2023 2024 2023
£ £ £ £
Trade creditors 31,078 22,540 7,244 14,096
Amounts owed to subsidiary undertaking
(note 20)
Taxation and social security 10,940 6,597
Accruals and deferred income 350,368 353,527 77,692 23,754
Other creditors 339,833 181,913 3,734 543
732,219 557,980 95,267 38,393
----- End of picture text -----

Included within Group accruals and deferred income is £303,459 (2023 - £271,957) of deferred income. This income relates to leasing income paid in advance, which the group will recognise in the Statement of Financial Activities in the next accounting period.

The Borrow Foundation 45

Notes to the financial statements Year to 31 March 2024

13 Creditors: amounts falling due within one year (continued)

The movement on deferred income account is set out below:

2024
£
2023
£
At 1 April 2023
Released from prior year
Deferred in current year
At 31 March 2024
271,957
(271,957)
303,459
303,459
258,625
(258,625)
271,957
271,957

14. Creditors: amounts falling due after more than one year

Creditors: amounts falling due after more than one year
Group 2024
£
2023
£
Rent deposits
Deferred tax liability
Charity
120,341
2,004,765
2,125,106
2024
£
240,422
1,879,765
2,120,187
2023
£
Rent deposits 3,990 3,990

The deferred tax liability has arisen from revaluing the investment property held by the

2024
£
2023
£
At 1 April
Movement in the year
At 31 March
1,879,765
125,000
2,004,765
2,069,765
(190,000)
1,879,765

15 Statement of movements on reserves

Group

Revaluation reserves

----- Start of picture text -----
Unrestricted Investment
funds property Other Total
£ £ £ £
At 1 April 2023 13,710,090 9,220,235 4,006,556 26,936,881
Surplus for the year 97,409 97,409
Unrealised gains (note 11) 491,115 491,115
Realised gains 15,182 15,182
Revaluation of investment property 500,000 500,000
Deferred tax (125,000) (125,000)
At 31 March 2024 13,807,499 9,595,235 4,512,853 27,915,586
----- End of picture text -----

The Borrow Foundation 46

Notes to the financial statements Year to 31 March 2024

DRAFT

15 Statement of movements on reserves (continued)

Group (continued)

Unrestricted
funds
£
Revaluation reserves Revaluation reserves Total
£
Investment
property
£
Other
£
At 1 April 2022
Surplus for the year
Unrealised gains (note 11)
Realised losses
Revaluation of investment property
Deferred tax
At 31 March 2023
13,354,545
355,545
13,710,090
10,030,235
(1,000,000)
190,000
9,220,235
4,370,206
(364,306)
656
4,006,556
27,754,986
355,545
(364,306)
656
(1,000,000)
190,000
26,936,881

Charity

Unrestricted
funds
£
Revaluation
reserve
£
Total
£
At 1 April 2023
Surplus for the year (excluding realised gains)
Unrealised gains (note 11)
Realised gain (note 11)
At 31 March 2024
14,402,003
548,456
14,950,459
4,006,556
491,115
15,182
4,512,853
18,408,559
548,456
491,115
15,182
19,463,312
At 1 April 2022
Surplus for the year (excluding realised losses)
Unrealised gains (note 11)
Realised gain (note 11)
At 31 March 2023
Unrestricted
funds
£

14,270,911
131,092
Revaluation
reserve
£
4,370,206
(364,306)
656
4,006,556
Total
£
18,641,117
131,092
(364,306)
656
18,408,559
14,402,003

16 Analysis of net assets between funds

Net assets of the group relate solely to unrestricted activities in the current and preceding year.

The Borrow Foundation 47

Notes to the financial statements Year to 31 March 2024

DRAFT

17 Future commitments grants payable

The charitable company is committed to making certain grant expenditure, upon agreed conditions being fulfilled by the recipient which have not been provided in the financial statements. The movement in the commitment was as follows:

2024
£
Grant commitments at 1 April 2023
Charged to the statement of financial activities in the year (note 5)
New commitments arising
Grant commitments at 31 March 2024
Payable within one year
Payable after more than one year
522,151
(513,768)
342,202
350,385
284,773
65,812
350,385

----- Start of picture text -----
Year Year Year
ended 31 ended 31 ended 31
March March March
2025 2026 2027 Total
£ £ £ £
Population-based projects & Clinical,
laboratory and population research
Univ. Gadyah Mada Yogyakarta, Indoensia 13,647 10,282 14,253 38,182
Lithuania Dental Chamber, Lithuania 7,694 5,129 773 13,596
Ministry of Health, Vanuatu 4,768 387 5,155
Kamuzu University of Health Sciences,
Malawi 444 444
INTA, University of Chile 3,967 3,967
Academic Centre for Dentistry, Netherlands 2,565 2,565
University of Timisoara, Romania 21,798 8,888 30,686
University of Bern, Switzerland 791 791
University of Birmingham, UK 4,000 4,000
University of Glasgow, UK 17,500 2,000 19,500
University of Leeds (project in Sudan) 1,500 1,500
University of Liverpool, UK 18,000 1,000 19,000
Teesside University, UK 5,051 5,051
University College London, UK 1,500 1,500
University of Plymouth, UK 37,500 1,000 38,500
122,725 45,686 16,026 184,437
Dental Associations / Meetings
BASCD, UK 2,050 2,050 2,050 6,150
British Fluoridation Society 6,839 6,839
Department of Health, Ireland 10,258 10,258
EADPH 5,296 5,296
GLOBICS Nat. Dental Centre, Singapore 1,143 1,143
25,586 2,050 2,050 29,686
WHO Collaboration
WHO Global Oral Health Programme 136,462 136,462
Total 284,773 47,736 18,076 350,585
----- End of picture text -----

The Borrow Foundation 48

Notes to the financial statements Year to 31 March 2024

DRAFT

17 Future commitments grants payable (continued)

----- Start of picture text -----
Year Year Year
ended 31 ended 31 ended 31
March March March
2024 2025 2026 Total
£ £ £ £
Population-based projects & Clinical,
laboratory and population research
Univ. of Puthisastra, Cambodia 1,454 1,454
Univ. Iberoamericana, Dominican Rep. 7,081 7,081
Univ. Gadyah Mada Yogyakarta, Indoensia 9,685 13,951 10,511 34,147
Lithuania Dental Chamber, Lithuania 17,610 7,925 6,079 31,614
Ministry of Health, Vanuatu 5,016 407 5,423
Kamuzu University of Health Sciences,
Malawi 49,998 49,998
Academic Centre for Dentistry, Netherlands 20,251 2,642 22,893
University of Bern, Switzerland 4,420 796 5,216
University of Glasgow, UK 7,750 15,000 2,000 24,750
Teesside University, UK 93,000 5,051 98,051
University College London, UK 1,500 1,500
University of Leeds (project in Sudan) 1,500 1,500
University of Newcastle, UK 2,000 2,000
University of Plymouth, UK 22,500 37,500 1,000 61,000
243,765 83,272 19,590 346,627
Dental Associations / Meetings
BASCD, UK 3,800 3,800
British Fluoridation Society 25,000 25,000
GLOBICS Nat. Dental Centre, Singapore 24,574 1,189 25,762
University College London (Lancet
Commission, UK 42,000 42,000
University of Amsterdam (ORCA),
Netherlands 6,582 6,582
University of Montpellier, France 1,541 1,541
103,497 1,189 104,686
WHO Collaboration
WHO Global Oral Health Programme 70,838 70,838
Total 418,100 84,461 19,590 522,151
----- End of picture text -----

18 Commitments under operating leases

At 31 March the group had total minimum lease commitments under non-cancellable operating leases as set out below:

----- Start of picture text -----
Land and buildings
2024 2023
£ £
Operating leases payments:
. within one year 57,500 57,500
. within two to five years 287,500 287,500
. after more than 5 years 2,218,542 2,621,042
2,563,542 2,966,042
----- End of picture text -----

The Borrow Foundation 49

Notes to the financial statements Year to 31 March 2024

DRAFT

19 Pensions

The group contributes to the defined contribution personal pension schemes of certain employees. Contributions are charged to the Statement of Financial Activities as they become payable in accordance with the contribution rates agreed with those employees. The charge for the year was £17,548 (2023 £13,149). There were contributions of £11,014 (2022 £ nil) outstanding at the year end.

20 Related party transactions

a. Transactions with subsidiary undertaking

----- Start of picture text -----
2024 2023
£ £
----- End of picture text -----

Gift Aid paid to the Foundation (note 11)
Interest payable to the Foundation
Management fees charged by the Foundation
Loan due from Borrow Investments Limited at the balance sheet date
(note 12)
Due from (to) Borrow Investments Limited at the balance sheet date
(note 13)
935,590
133,508
48,422
1,900,000
441,239
634,489
81,738
42,659
1,900,000
7,679

b. Transactions with trustees

There were no further related party transactions in the year (2023: none).

21 Controlling party

Control of the charitable company lies with the Board, who are the members of the charitable company; there is no overall controlling party.

22 Post balance sheet event

On 15 September 2017 Borrow Investments Limited entered into an option agreement to sell farmland, extending to 36.42 hectares (approximately 90 acres), held at a net book value of approximately £300,000. Having secured planning permission for a residential-led scheme, the developer, Bloor Homes Limited, purchased the land on 17 May 2024, for £24.5 million. The sum of £7.5 million was received on completion, with the balance payable in three equal instalments: on the first, second and third anniversaries of the completion date. A further substantial payment (minimum £3.5 million), linked to the disposal / development of land allocated for employment use, is anticipated. The subsidiary company could also benefit from extensive overage and clawback provisions built into the sales contract.

On 17 May 2024 Borrow Investments Limited also entered into a new option agreement with Bloor Homes Limited for the sale of additional farmland, comprising approximately 95 hectares (235 acres). An option fee of £1 million was received on completion of the agreement. The sale of any land under the option will be subject to a minimum price of £19.5 million plus indexation.

The Borrow Foundation 50