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2021-05-31-accounts

(UK) Limited

TRUSTEES REPORT AND FINANCIAL STATEMENTS For the year ended 31 May 2021

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Climbing Wall at
Oakbank School
Leighton Buzzard
Front page photographs
Top to bottom
Duke and Duchess of Cambridge visit Youthscape
Student teacher at Redborne School Ampthill
Bedfordshire Scouts activity centre
School farm at Redborne School Ampthill
Level Trust uniform exchange Luton
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The Connolly Foundation Report of the Trustees for the year ended 31 May 2021

•Objectives and activities Pages 1-4
•Strategic report Pages 5-16
•Structure, governance and Pages 17-20
management
•Administrative details Page 21
•Independent Auditors' Report Pages 22-26
on the Financial Statements
•Consolidated Statement of Page 27
Financial Activities
•Consolidated Balance Sheet Page 28
•Charity Balance Sheet Page 29
•Consolidated Statement of Cash Flows Page 30
•Notes to the Financial Statements Pages 31-54

1. Objectives and activities

Purposes

The Charity’s Memorandum of Association sets out objectives as

  1. The relief of poverty anywhere in the United Kingdom and Overseas, in particular within the County of Bedfordshire, by the provision of accommodation;

  2. The advancement of education by the provision of grants, training and apprenticeships to persons 14 years and upwards who are in need of such provision by reason of their economic and social circumstances;

  3. The advancement of education by the provision of equipment and facilities to enable better learning;

  4. The advancement of health and relief of suffering, particularly from diseases affecting older people;

  5. The advancement of community development by the provision of facilities.

Activities

The main activity of the charity is to achieve its objectives through existing charitable or educational establishments by providing grants to applicants who meet the selection criteria. These grants are in two areas – the support of young people in further or higher education, and the support of older people in the community.

Page 1

Aims

The charity has two main aims:

The charity provides grants and donations to schools, school students, hospice care and welfare care and receives funding from its subsidiaries.

Thanks to the Foundation many young people across Bedfordshire with talent and drive are being helped in schools, colleges and universities to achieve this. Students can apply for both Excellence and Discretionary Awards.

Some donations are given directly to the students, some via the schools, colleges and university and some in partnership with other charitable trusts. The charity also supports local charities caring for frail elderly people in Bedfordshire.

The charity provides grants for community facilities in Bedfordshire.

Strategies

Trading subsidiaries

The charity was formed when Michael Connolly donated his shares in his building company, Connolly Holdings plc, to the Foundation. While we have made significant steps towards our ambition of becoming a grant-giving charity funding and supporting activities which will improve the lives of many in Bedfordshire, Connolly Holdings plc and its subsidiaries continue to trade. The Foundation, together with Connolly Holdings plc and other subsidiary companies owned by Connolly Holdings plc, are collectively referred to as “The Group”.

The charity invests funds generated by the business activities of The Group and uses the income from the investments to provide grants. Ultimately the Trustees anticipate that income from invested funds will be sufficient to support a substantial expansion of the grant making programme.

Page 2

Measurements and criteria

The charity measures the number of students being supported in further and higher education. It asks all successful applicants to keep the charity updated as to how they are using the funds we give and the progress they are making as a result. The charity asks for beneficiaries to provide measures of outcomes. We are working towards ways of reporting this in our annual report.

Grant making criteria

The Foundation grants focus on benefitting people in Bedfordshire. Grants are normally only considered on receipt of a formal application via an appropriate institution. The Trustees’ aim is to keep the application process as simple and streamlined as possible. Step by step guidelines are provided on how to make a grant application along with the details of the criteria and the information required.

Investment for charitable purposes

The Bedford River Valley Park is an ambitious multi-million pound regeneration project to transform the eastern approach to the town. Our principal partners are Bedford Borough Council and the Forest of Marston Vale Trust.

It will provide an exceptional asset for the recreation, education and enjoyment of the people of Bedfordshire. See below.

Page 3

The Connolly Foundation has been involved since 2006 when the planning consent was obtained. Despite some difficulties, we hope the project will begin soon, following a reorganisation at Bedford Borough Council. The plans are to transform a mineral excavation site into a 2000-acre country park with a 2,300 metre sports lake, an education campus, hotel and leisure complex, science and technology park and a retirement village.

At its heart will be 600 acres of floodplain forest, which will become one of England’s largest complexes of woodland, marsh, pools and channels, managed by the Forest of Marston Vale Trust.

This rare and valuable habitat will bring far-reaching opportunities for wildlife, flood alleviation and the production of renewable energy. It will support the charity’s objectives by providing:

Public Benefit

The Trustees have complied with section 2(1)(b) of the Charities Act 2011, having due regard for the Charity Commission’s guidance on public benefit when reviewing the Foundation’s aims and objectives, when setting the grant-making policy and in making awards.

Page 4

2. Strategic report

2.1 Achievements and performance

Grants awarded can be analysed as follows:

Education
Community (net repayments)
Older people		 2021
£
1,813,934
(35,500)
160,000
1,976,434		 2020
£
749,220
86,500
194,025
1,019,025

Education

Student Award scheme

The Foundation runs an award scheme available to students attending its eleven partner secondary schools in the county.

It is an award for academic excellence open to students from these schools who are going on to university. The award is available to those studying a range of academic subjects mainly drawn from the core subjects looked for by the Russell Group of universities. The Academic Excellence Award provides a sum of up to £1,000 per student depending on the grades achieved. Successful students are invited to re-apply after successfully completing each academic year at university.

In addition, each of the Foundation’s partner schools are invited to put forward up to six students for the Foundation’s Discretionary Award. This is available to students who do not meet the Foundation’s academic criteria but whom the school believe merit an award.

The number of students receiving grants during the year was 464 (2019: 364). The Trustees have increased the number of schools with whom we work from nine to eleven. The Foundation paid grants totalling £278,250 (2019 £249,750) to students. The Trustees were pleased to be able to increase take-up of awards during this difficult time.

Page 5

Student teachers

The Foundation started its programme to help Bedfordshire schools to attract high quality teaching graduates by offering incentive grants to new teachers joining schools across the county to help with housing costs.

In the year to 31 May 2021 we paid £34,000 in grants to 34 teachers (2020: £25,000). The trustees are pleased that the scheme has grown and will seek to expand it further in future years.

Oxford Thinking

In partnership with Wadham College, Oxford University, we have set up a new programme to help give talented children from disadvantaged backgrounds the confidence to apply for university courses. Six schools are currently signed up to the scheme as hubs, with all secondary schools in Bedfordshire nominating up to five year 10 students per school. More than 50 students are currently taking part in the programme. Our funding supports the employment of experienced teachers to mentor the students and arrange attendance at events organised by Wadham College.

Weatherfield / Oakbank schools

The Foundation committed £100,000 to two Special Educational Needs schools in Bedfordshire to work jointly to develop specialist therapeutic learning programmes.

Climbing wall at Oakbank School

Page 6

Support for schools and pupils during the pandemic

Teachers at Mark Rutherford School were able to help conduct remote learning during the COVID-19 pandemic due to a £10,000 donation by The Connolly Foundation which was used to purchase laptops for staff.

The Connolly Foundation donated £155,000 to Central Bedfordshire Council to pay for support from Educational Psychologists for school children experiencing mental health issues during the pandemic.

The Connolly Foundation and Harpur Trust have pooled resources to pay University of Bedfordshire trainee teachers to work for one day a week in 33 schools across Bedfordshire. The aim is to support disadvantaged schools on an individual or small group work basis.

About 120 new laptops have been provided to selected schools in challenging circumstances in Bedfordshire. These laptops have been distributed to students who did not have access to I.T. at home and have proved to be vital during lockdown.

The Foundation is funding recently graduated students considering teaching as a career who are being employed by Redborne School in Ampthill for two terms to work in eight schools in Bedfordshire. They work with teachers to support students on an individual or small group basis particularly focusing on disadvantaged students and catch-up work.

Page 7

Bedford College

Bedford College is the largest provider of further education in the South East Midlands region and one of the largest employers in Bedfordshire. Over 15,000 students studied at the College in 2019/20, travelling from across the region.

The Foundation donated £750,000 to Bedford College to equip the Centre of Modern Construction (CMC). The CMC contains highly specialised equipment which can be used by up to 100 students training for jobs or upgrading their existing skills to match up to emerging ‘modern methods of construction.’

The Connolly Centre of Modern Construction (CMC) was opened by Mark Farmer, the Government’s champion of Modern Methods of Construction, in October 2021.

Page 8

Social Care skills

Working Options in Education has been awarded a grant of £55,000 over three years to inspire 14–19-year-olds in Bedfordshire to consider career opportunities in the growing social care sector.

“Working Options in Education has been delivering a free employability and life skills programme in schools and colleges and online for 10 years. We are excited to be adding social care professionals to our network of industry volunteers thanks to the Connolly Foundation.”

Rachel Roxburgh, Strategic Lead at Working Options in Education.

Youthscape

Youthscape supports young people facing big issues that have a negative effect on their lives – affecting their education, their emotional wellbeing and their motivation for making the best of their future. Their work concentrates on where the biggest difference can be made to these outcomes – mental health, social and educational disengagement. The Connolly Foundation has donated £56,509 towards the running of Youthscape in Luton.

Elderly

Keech Hospice

Keech Hospice provides Hospice care for people in Bedfordshire. During the pandemic the Foundation donated £150,000 to keep running and continue to provide its expert care during this past challenging year. The hospice cares for people with life-limiting conditions across Bedfordshire, as well as supporting their families.

Page 9

Community

Covid -19 and the pandemic & support across the community

The Connolly Foundation has been proud to play its part in the fight against the challenges of Covid-19 during the past year. We worked in partnership with a number of organisations as part of the Bedfordshire Coronavirus Emergency Fund managed by the Bedfordshire & Luton Community Foundation. The Connolly Foundation has donated £25,000 to the Bedfordshire Coronavirus Emergency Fund including:

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“The awards ensured both the most basic
£6,000 and psychological human needs; food and
donated to the companionship are being met, both of
Safer Luton
which are critical, now more than ever.”
Partnership to
help provide
£7,500 given to the meals to Francesca Johnstone,
Tibbs Dementia vulnerable and
Foundation both to older people Bedfordshire and Luton
provide a support
Community Foundation
service for up to 200 £7,500
families and to ensure awarded to
more regular contact Carers in
via increased email Bedfordshire to
communications address needs
around
isolation.
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Smaller grants

In addition to the above the Foundation donated smaller grants towards projects benefitting the people of Bedfordshire.

Page 10

Progress against plans for future periods

Our plans for future periods stated in the 31 May 2020 accounts are presented below, together with progress achieved against those plans.

Planned activity Achievements to date
Improve monitoring of the The Foundation has engaged with organisations

effectiveness of the grants		 receiving grants to consider suitable Key

distributed		 Performance Indicators (KPIs) so that impact

canbereportedin future years.
Make progress in working with
local educational establishments
to support young people wishing
to obtainqualificationsincare		 Programme agreed with working Options in
Bedford
Continue to support A further £25,000 was donated towards the

Bedfordshire charities that have		 Bedfordshire Coronavirus Emergency Fund. In
been affected by the addition the foundation donated over £200,000

Coronavirus by awarding		 towards projects to help school pupils

hardship grants through the		 overcome mental health issues, and £70,000
to schools for laptops for pupils who would

Bedfordshire Coronavirus
otherwise have found it difficult to keep up with
Emergency Fund
their education duringthe lockdown.
Continue to grow the number of
schools with which it works.		 The number of schools has grown from 9 to 11.

2.2 Financial Review
Statement of Financial Activity 2021 2020
£ £
Profits made by trading subsidiaries 6,906,250 4,184,992
Covenanted transfers from subsidiaries to the 6,745,247 6,805,000
charity
Investment income 960,851 884,683
Grants awarded 1,946,734 1,019,745
Other costs 54,901 173,753

Page 11

During the year the trading subsidiaries made gains on sales of properties within developments at Rushden, Woburn Sands, Ampthill and Northern Ireland, and on sales of land for development at Little Paxton. Profits of the trading companies are covenanted to the charity.

Balance Sheet 2021 2020
Net working capital £29,405,112 £ 30,739,449
Working capital ratio 8.46 6.48
Fixed assets : borrowings 15.18 10.60

2.3 Investments

The Trustees have the power to invest in any way they wish, subject to obtaining expert advice.

Income is invested in line with the charity’s reserves policy. Therefore, income is held in cash on deposit and in managed investment funds after review of performance of funds and assessment of the wider economy. At the year end the charity held discretionary funds with Quilter Cheviot Ltd, Charles Stanley Investment Management Ltd and Smith and Williamson Investment Management LLP.

Over the longer term the Trustees look to achieve a total return of 7 per cent on the value at the start of the year, and to spend 4.5 per cent. This allows a margin to maintain the real terms value of the portfolio.

2021 2020
£ % of starting £ % of starting
value value
Total return 10,668,812 24.64% (118,133) (0.45)%
Total spend 2,001,635 4.62% 1,193,498 4.51%

The amount invested at the end of the year was £54,801,970 (2020 - £43,299,881).

Page 12

2.4 Key risks and uncertainties

The Trustees have considered the major risks to which the charity and its subsidiaries are exposed and have established systems and procedures to mitigate these risks. Trustees review risks at their quarterly meetings. . The main risks affecting the charity and its subsidiaries are as follows

Risk
Mitigation
Lack of Trustees with the right skills Trustees regularly review the skills matrix
of the Board and compare with the skills

anticipated as needed given the strategic

direction of the Foundation
Trustees fail to keep charitable
business separate from trading
business		 Governance programme followed to
improve charity governance
Failure of financial investments Funds are invested in a diverse portfolio
and managed by professional Investment

Managers. Performance of the investment

managers is reviewed regularly. By using

more than one fund manager we diversify

the risk of rogue dealers.
Fraud Financial controls and processes, due
diligence on requests for funding.
Business Financial monitoring, planning programme
within the expected capacity
Failure of key projects to have an
impact		 Continued contact with funded
organisations, performance reporting
Loss of key personnel Plan recovery in advance

Page 13

Covid 19 pandemic

The Covid 19 pandemic has affected all organisations. For the Foundation the main impacts have been to the needs of our beneficiaries. The Trustees have taken the following actions.

The foundation donated £72,500 to Bedfordshire schools to fund the acquisition of laptops to allow pupils to stay in contact with schools during the lockdown. The Trustees recognised the need to support young people dealing with childhood trauma and anxiety within an educational setting. This included:

THRIVE - A major new project to support young people’s mental wellbeing during the coronavirus pandemic is being supported by the Connolly Foundation.

Page 14

2.5 Plans for future periods

In the next financial year, the charity plans to:

2.6 Reserves

The Trustees have chosen to retain funds generated within the group as follows.

Restricted Funds

Restricted funds are funds received where the donor specifies what the money is for – e.g. many of the Foundation’s donations may well be restricted funds in the hands of recipient charities. The Foundation has no restricted funds.

Designated funds

Designated funds are funds which the Trustees have set aside for specific purposes. It is not necessary to set up Designated Funds, but it indicates where Trustees have set funds aside which could otherwise be used to further the charitable causes.

The total funds held by the Group as at 31st May 2021 were £ 88,752,729, all are unrestricted.

Included within the funds balance are £1,088,806 of fixed assets, designated funds of £481,683 which represent anticipated payments in the coming year, and the value of stock held within the subsidiaries, excluding resale properties of £20,812,944.

Free reserves that are readily available to spend are £66,369,296 (2020: £46,593,310).

Page 15

2.7 Fundraising

The charity does not seek to raise funds from third parties either by way of grants or donations. All income is derived either from the profits of its trading subsidiaries or from returns on market investments.

2.8 Pension Liabilities

The group’s pension assets and liabilities are explained in Note 20 to the accounts. The plan’s assets are valued slightly higher than the present value of its expected future liabilities, and this is not expected to have a significant impact on the activities of the group.

2.9 Going Concern

After making appropriate enquiries, the Trustees have a reasonable expectation that the Charity has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the Accounting Policies

Page 16

3. Structure, Governance and Management

Governing Document and Constitution

The Connolly Foundation (UK) Limited is a charitable company limited by guarantee. It was incorporated on 16 December 2004 and registered as a charity on 19 April 2005. The company was established under a Memorandum of Association that sets out the objects and powers of the company and is governed by the rules set out in its Articles of Association.

In the event of the company being wound up the members are required to contribute an amount not exceeding £50.

The charity changed its name from The Kathleen and Michael Connolly Foundation (UK) Limited to the Connolly Foundation (UK) Limited on 30 July 2020.

On 30 July the Trustees amended the 2004 Memorandum and Articles of Association in light of later legislation and guidance and expansion of the Balance Sheet assets from £15m to £60m, enabling the charity to be more ambitious in its aims following the strengthening of the Board of Trustees.

Recruitment of Trustees

The Articles of Association provide for a minimum of three and a maximum of nine Trustees. One third of the Trustees must retire by rotation at each Annual General Meeting.

The Trustees regularly review the range of skills available to them. Should they deem that additional skills and experience are required through new Trustees it is expected that new Trustees will be found from amongst the contacts of existing Trustees. Potential new Trustees will be interviewed and the Trustees then decide whether new appointments are appropriate.

Remuneration

Trustees are not remunerated for their work as Trustees of the charity. Remuneration of the Directors of the trading subsidiaries is approved annually by the Trustees. The Charity Commission has given its consent for one Director of the subsidiary companies to be a Trustee of the charity.

Any payments made to undertakings related to Trustees for services provided by Trustees in their professional capacities are approved by the Board of Trustees. The Trustees concerned are not permitted to vote on these matters.

Page 17

Organisational structure

The Board of Trustees manages the charity. The Trustees meet at least four times a year with additional meetings arranged if needed.

The activities and ownership of each subsidiary undertaking is set out in note 12 to the accounts. Each subsidiary is run by a Board of Directors. The Directors of each company report to the Board of Trustees for the administration of the company.

Decision making

The Board of Trustees meet to make decisions on the key strategic issues affecting the charity. Papers are circulated at least a week in advance of each meeting to allow Trustees time to consider the proposals in advance of the meeting. Minutes documenting key decisions are circulated to Trustees after the meeting to check for accuracy and are approved at the following meeting as a true record.

Induction and training of new Trustees

New Trustees are provided with an information pack including recent accounts, a copy of the Memorandum and Articles of Association and minutes of previous meetings, together with a copy of the Charity Commission’s guide, “The Essential Trustee”. The Trustees come to the Trust with a great deal of experience and knowledge and are expected to keep this up to date. Where appropriate the charity will support this through circulation of relevant literature and opportunities to attend seminars and training events.

Page 18

Trustees’ Responsibilities statement

The Trustees (who are also the directors of the company for the purposes of company law) are responsible for preparing the Trustees’ Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the Trustees to prepare financial statements for each financial year. 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 charity and the Group and of the incoming resources and application of resources, including income and expenditure, of the charitable 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 charity’s and the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the charitable group. This enables them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 19

Disclosure of information to auditors

Each of the persons who were Trustees at the time when this Trustees’ Report is approved has confirmed that:

Auditors

A resolution to reappoint PEM, Chartered Accountants, as auditor will be put to the members at the annual general meeting.

This report was approved by the Trustees on 24 February 2022 and signed on their behalf by:

M A Callanan

Trustee

Page 20

4. Administrative details

Registered name

Connolly Foundation (UK) Limited Registered as a charity in England and Wales, number 1109135

Company number 05315014

Registered office

Manor Farm Court, Lower Sundon, Luton, Bedfordshire LU3 3UZ

Trustees

S S Ashoka

M A Callanan

V S Connolly N K Croft A S Rowe

S. White (appointed 25.11.2020) D. Wilkins (appointed 25.11.2020)

Secretary K A Watts (deceased 12.7.2021) D J Oldham (appointed 10.8.2021)

Bankers

Barclays Bank plc, Ashton House, 477 Silbury Boulevard, Milton Keynes, MK9 2LD

Nedbank, Millennium Bridge House, 2 Lambeth Hill, London, EC2A 4AR

Auditors

PEM, Salisbury House, Station Road, Cambridge, CB1 2LA

Investment managers

Quilter Cheviot One Kingsway, London, WC2B 6AN Charles Stanley, 55 Bishopsgate, London, EC2N 3AS Smith & Williamson, 3rd Floor, 9 Colmore Row, Birmingham, B3 2BJ

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THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CONNOLLY FOUNDATION (UK) LIMITED

OPINION

We have audited the financial statements of The Connolly Foundation (UK) Limited (the 'parent charitable company') and its subsidiaries (the 'group') for the year ended 31 May 2021 which comprise the Consolidated Statement of Financial Activities, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows and the related notes, including a summary of 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent charitable company'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.

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THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CONNOLLY FOUNDATION (UK) LIMITED (CONTINUED)

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Trustees are responsible for the other information contained within the Annual Report. 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.

OPINION 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 our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' Report including the Strategic Report.

We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion:

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THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CONNOLLY FOUNDATION (UK) LIMITED (CONTINUED)

RESPONSIBILITIES OF TRUSTEES

As explained more fully in the Trustees' Responsibilities Statement, the Trustees (who are also the directors of the charitable 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.

In preparing the financial statements, the Trustees are responsible for assessing the Group's and the parent charitable company'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 Group or the parent charitable company or to cease operations, or have no realistic alternative but to do so.

AUDITORS' RESPONSIBILITIES 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 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 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:

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THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CONNOLLY FOUNDATION (UK) LIMITED (CONTINUED)

We assessed the susceptibility of the group’s financial 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:

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE CONNOLLY FOUNDATION (UK) LIMITED (CONTINUED)

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 Auditors' 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 its members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jayne Rowe (Senior Statutory Auditor) for and on behalf of Peters Elworthy & Moore Chartered Accountants Statutory Auditors Salisbury House Station Road Cambridge CB1 2LA

Date: 25 February 2022

Page 26

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MAY 2021

Note
INCOME FROM:
Donations and legacies
4
Other trading activities
5
Investments
6
Other income
7
TOTAL INCOME
EXPENDITURE ON:
Raising funds:
8,9
Commercial trading
Investment management
Charitable activities
10
TOTAL EXPENDITURE
NET INCOME BEFORE NET GAINS/(LOSSES) ON
INVESTMENTS
Net gains/(losses) on investments
NET MOVEMENT IN FUNDS BEFORE OTHER
RECOGNISED GAINS/(LOSSES)
OTHER RECOGNISED GAINS/(LOSSES):
Actuarial losses on defined benefit pension schemes
24
NET MOVEMENT IN FUNDS
RECONCILIATION OF FUNDS:
Total funds brought forward
Net movement in funds
TOTAL FUNDS CARRIED FORWARD		 Unrestricted
funds
2021
£
-
14,056,998
960,851
-
15,017,849
7,527,105
246,713
2,251,104
10,024,922
4,992,927
10,539,093
15,532,020
(19,000)
15,513,020
73,239,709
15,513,020
88,752,729		 Total
funds
2021
£
-
14,056,998
960,851
-
15,017,849
7,527,105
246,713
2,251,104
10,024,922
4,992,927
10,539,093
15,532,020
(19,000)
15,513,020
73,239,709
15,513,020
88,752,729		 Total
funds
2020
£
240
16,299,912
884,683
11,765
17,196,600
11,955,071
187,564
1,353,347
13,495,982
3,700,618
(928,554)
2,772,064
(21,000)
2,751,064
70,488,645
2,751,064
73,239,709

The Consolidated Statement of Financial Activities includes all gains and losses recognised in the year.

The notes on pages 31 to 54 form part of these financial statements.

Page 27

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee) REGISTERED NUMBER: 05315014

CONSOLIDATED BALANCE SHEET AS AT 31 MAY 2021

Note
FIXED ASSETS
Tangible assets
13
Investments
15
Investment property
14
CURRENT ASSETS
Stocks
16
Debtors
17
Cash at bank and in hand
Creditors: amounts falling due within one
year
18
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT
LIABILITIES
Creditors: amounts falling due after more
than one year
19
TOTAL NET ASSETS
CHARITY FUNDS
Unrestricted funds
20
TOTAL FUNDS		 20,812,944
847,227
11,686,748
33,346,919
(3,941,807)		 2021
£
1,088,806
55,407,816
5,750,995
62,247,617
29,405,112
91,652,729
(2,900,000)
88,752,729
88,752,729
88,752,729		 29,624,469
1,135,494
5,570,833
36,330,796
(5,591,347)		 2020
£
1,057,264
43,888,786
654,210
45,600,260
30,739,449
76,339,709
(3,100,000)
73,239,709
73,239,709
73,239,709

The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements.

The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:

M A Callanan Trustee

Date: 24 February 2022

The notes on pages 31 to 54 form part of these financial statements.

Page 28

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee) REGISTERED NUMBER: 05315014

COMPANY BALANCE SHEET AS AT 31 MAY 2021

Note
FIXED ASSETS
Investments
15
CURRENT ASSETS
Debtors
17
Cash at bank and in hand
Creditors: amounts falling due within one
year
18
NET CURRENT LIABILITIES
TOTAL ASSETS LESS CURRENT
LIABILITIES
Creditors: amounts falling due after more
than one year
19
TOTAL NET ASSETS
CHARITY FUNDS
Unrestricted funds
20
TOTAL FUNDS		 -
1,435,252
1,435,252
(4,586,812)		 2021
£
94,322,606
94,322,606
(3,151,560)
91,171,046
(2,900,000)
88,271,046
88,271,046
88,271,046		 143,910
2,995,117
3,139,027
(10,426,234)		 2020
£
82,803,576
82,803,576
(7,287,207)
75,516,369
(3,100,000)
72,416,369
72,416,369
72,416,369

The Company's net movement in funds for the year was £15,854,677 (2020 - £5,299,065).

The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements.

The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:

M A Callanan Trustee

Date: 24 February 2022

The notes on pages 31 to 54 form part of these financial statements.

Page 29

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2021

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used in operating activities
21
CASH FLOWS FROM INVESTING ACTIVITIES
Dividends, interests and rents from investments
Proceeds from the sale of tangible fixed assets
Purchase of tangible fixed assets
Net (purchase)/proceeds from sale of fixed asset investments
Net (purchase)/proceeds from sale of investment property
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowing
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES
CHANGE IN CASH AND CASH EQUIVALENTS IN THE YEAR
Cash and cash equivalents at the beginning of the year
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
22
The notes on pages 31 to 54 form part of these financial statements		 2021
£
12,683,616
960,851
47,300
(37,893)
(2,241,174)
(5,096,785)
(6,367,701)
(200,000)
(200,000)
6,115,915
5,570,833
11,686,748		 2020
£
10,596,197
884,683
26,250
-
(20,895,362)
(261,210)
(20,245,639)
-
-
(9,649,442)
15,220,275
5,570,833

Page 30

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

1. GENERAL INFORMATION

The Connolly Foundation (UK) Limited is a charitable company limited by guarantee and incorporated in England and Wales. Its registered office is Manor Farm Court, Lower Sundon, Luton, Bedfordshire, LU3 3UZ.

The Group's functional and presentational currency is GBP.

2. ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with the Charities SORP (FRS 102) - 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), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

The Connolly Foundation (UK) Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.

The Consolidated Statement of Financial Activities (SOFA) and Consolidated Balance Sheet consolidate the financial statements of the Company and its subsidiary undertakings. The results of the subsidiaries are consolidated on a line by line basis.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Financial Activities in these financial statements. The surplus for the year dealt with in the accounts of the charity alone was £15,854,677 (2020 - £5,299,065).

2.2 INCOME

All income is recognised once the Company has entitlement to the income, it is probable that the income will be received and the amount of income receivable can be measured reliably.

Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.

Income tax recoverable in relation to investment income is recognised at the time the investment income is receivable.

Trading income is recognised to the extent that it is probable that the economic benefits will flow to the group and can be measured reliably. Trading income from house sales is recognised when the sale is legally complete. Trading income in respect of work performed for local housing associations is recognised as work is carried out by reference to the stage of completion of the contract at the balance sheet date when it is reasonably certain that a profit is foreseen. Trading income from the sale of land represents amounts receivable, net of selling expenses, when the sale is legally complete.

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity; this is normally upon notification of the interest paid or payable by the Bank.

Page 31

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

2. ACCOUNTING POLICIES (CONTINUED)

2.3 EXPENDITURE

Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is classified by activity. The costs of each activity are made up of the total of direct costs and shared costs, including support costs involved in undertaking each activity. Direct costs attributable to a single activity are allocated directly to that activity. Shared costs which contribute to more than one activity and support costs which are not attributable to a single activity are apportioned between those activities on a basis consistent with the use of resources. Central staff costs are allocated on the basis of time spent, and depreciation charges allocated on the portion of the asset’s use.

Expenditure on raising funds includes all expenditure incurred by the Group to raise funds for its charitable purposes and non-charitable trading.

Expenditure on charitable activities is incurred on directly undertaking the activities which further the Group's objectives, as well as any associated support costs.

Grants payable are charged in the year when the offer is made except in those cases where the offer is conditional, such grants being recognised as expenditure when the conditions attaching are fulfilled. Grants offered subject to conditions which have not been met at the year end are noted as a commitment, but not accrued as expenditure.

2.4 TAXATION

The Company is considered to pass the tests set out in Paragraph 1 Schedule 6 of the Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the Company is potentially exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes.

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are discounted.

Page 32

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

2. ACCOUNTING POLICIES (CONTINUED)

2.5 TANGIBLE FIXED ASSETS AND DEPRECIATION

Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the measurement of cost.

Freehold land and buildings are not depreciated as the Trustees are of the opinion that the difference between the carrying value and residual value are immaterial. Such properties are subject to an annual impairment review, with any write down being recognised in the Statement of Financial Activities.

Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives.

Depreciation is provided on the following bases:

2.6 INVESTMENTS

Fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the Balance Sheet date, unless the value cannot be measured reliably in which case it is measured at cost less impairment.

Investment property is carried at fair value determined annually based on professional advice received and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Financial Activities.

Investment gains and losses, whether realised or unrealised, are combined and presented as ‘Gains/(Losses) on investments’ in the Consolidated Statement of Financial Activities.

Investments in subsidiaries are valued at cost less provision for impairment.

2.7 STOCKS

Stocks and work in progress are valued at the lower of cost and net sales proceeds after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the consolidated statement of financial activities.

Page 33

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

2. ACCOUNTING POLICIES (CONTINUED)

2.8 DEBTORS

Trade and other debtors are recognised at the settlement amount after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

2.9 CASH AT BANK AND IN HAND

Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

2.10 LIABILITIES AND PROVISIONS

Liabilities 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.

Liabilities are recognised at the amount that the Company anticipates it will pay to settle the debt or the amount it has received as advanced payments for the goods or services it must provide.

Provisions are measured at the best estimate of the amounts required to settle the obligation. Where the effect of the time value of money is material, the provision is based on the present value of those amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The unwinding of the discount is recognised in the Consolidated Statement of Financial Activities as a finance cost.

2.11 FINANCIAL INSTRUMENTS

The Group only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

Page 34

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

2. ACCOUNTING POLICIES (CONTINUED)

2.12 PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates two defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

DEFINED BENEFIT PENSION PLAN

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the group engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Page 35

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

2. ACCOUNTING POLICIES (CONTINUED)

2.13 FUND ACCOUNTING

General funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Group and which have not been designated for other purposes.

Designated funds comprise unrestricted funds that have been set aside by the Trustees for particular purposes. The aim and use of each designated fund is set out in the notes to the financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions:

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Stock and work in progress - management makes judgements and estimates as to the stage of completion of each building contract, which in turn has an affect on the valuation of work in progress at the balance sheet date.

4. INCOME FROM DONATIONS AND LEGACIES

Unrestricted
funds
2021
£
Donations
-
TOTAL 2021
-
TOTAL 2020
240		 Total
funds
2021
£
-
-
240		 Total
funds
2020
£
240
240

Page 36

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

5. INCOME FROM COMMERCIAL TRADING ACTIVITIES

Unrestricted
funds
2021
£
Connolly Homes PLC
13,921,095
DB(NI) Realisations Limited
869
Connolly Estates Limited
116,326
Connolly Holdings PLC
18,708
TOTAL 2021
14,056,998
TOTAL 2020
16,299,912
6.
INVESTMENT INCOME
Unrestricted
funds
2021
£
Listed investments
946,909
Bank and other interest
13,942
TOTAL 2021
960,851
TOTAL 2020
884,683		 Total
funds
2021
£
13,921,095
869
116,326
18,708
14,056,998
16,299,912
Total
funds
2021
£
946,909
13,942
960,851
884,683		 Total
funds
2020
£
16,233,920
433
39,059
26,500
16,299,912
Total
funds
2020
£
810,421
74,262
884,683

Page 37

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

7. OTHER INCOMING RESOURCES

Job retention scheme
TOTAL 2021
TOTAL 2020		 Unrestricted
funds
2021
£
-
-
11,765		 Total
funds
2021
£
-
-
11,765		 Total
funds
2020
£
11,765
11,765

Other incoming resources represent amounts receivable under the Coronavirus Job Retention Scheme (CJRS) to cover salaries of furloughed staff.

8. EXPENDITURE ON RAISING FUNDS COMMERCIAL TRADING ACTIVITIES

Unrestricted
funds
2021
£
Direct costs
6,619,122
Administration costs - other
279,392
Interest and charges
2,260
Administration costs - staff costs
488,108
Administration costs - NI
55,601
Administration costs - pension costs
76,289
Administration costs - depreciation
6,333
TOTAL 2021
7,527,105
TOTAL 2020
11,955,071		 Total
funds
2021
£
6,619,122
279,392
2,260
488,108
55,601
76,289
6,333
7,527,105
11,955,071		 Total
funds
2020
£
11,114,580
196,080
754
494,535
55,561
87,033
6,528
11,955,071

Page 38

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

9. INVESTMENT MANAGEMENT COSTS

Unrestricted
funds
2021
£
Investment management fees
246,713
TOTAL 2021
246,713
TOTAL 2020
187,564		 Total
funds
2021
£
246,713
246,713
187,564		 Total
funds
2020
£
187,564
187,564

10. ANALYSIS OF EXPENDITURE ON CHARITABLE ACTIVITIES

Unrestricted
funds
2021
£
Education
1,909,475
Social
32,259
Grant making costs
119,011
Support costs
190,359
TOTAL 2021
2,251,104
TOTAL 2020
1,353,347		 Total
funds
2021
£
1,909,475
32,259
119,011
190,359
2,251,104
1,353,347		 Total
funds
2020
£
784,745
235,000
131,736
201,866
1,353,347

Page 39

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

10. ANALYSIS OF EXPENDITURE ON CHARITABLE ACTIVITIES (continued)

During the year, the following material grants were made to institutions.

Academic grants
Arkwright trust engineering programme
Bedford College - Methods of Modern Construction
Educational Psychologists
Harpur Trust - school catch-up programmes
School facilities grants
Trainee teachers initiative
Wadham College - Oxford thinking project
Youthscape
Graduate teachers scheme
Laptops for schools
Redborne School - aprenticeships
Oakbank / Weatherfield schools
Level trust school uniforms service
Total education and young people
Keech Hospice
Sue Ryder Hospice, Moggerhanger
Alzheimers research
Bedford Day Hospice
Grand Union Housing cooking project
Total elderly
Bedford and Luton Coronavirus Fund (part repaid)
Harrold Cricket Club
Poynter Charitable Trust - rowing for state school pupils
Bedfordshire Red Cross
St Johns Fayre
Country Days
Bedfordshire Scouts
Total community		 2021
£
263,070
6,900
750,000
155,000
25,000
56,690
35,000
70,000
56,509
306,315
72,500
17,000
-
-
1,813,984
150,000
-
10,000
-
-
160,000
(35,500)
250
7,000
1,000
-
-
-
(27,250)
1,946,734		 2020
£
213,250
12,500
51,970
-
-
32,500
25,000
70,000
200,000
-
-
19,000
100,000
25,000
749,220
105,000
50,000
10,000
8,025
10,000
183,025
50,000
-
10,500
-
1,000
1,000
25,000
87,500
1,019,745

Page 40

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

11. AUDITORS' REMUNERATION

2021 2020
£ £
Fees payable to the Company's auditor for the audit of the Company's
annual accounts 32,400 31,450
Fees payable to the Company's auditor in respect of:
Taxation compliance services 3,600 3,500

Page 41

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

12. STAFF COSTS, TRUSTEE REMUNERATION AND THE COST OF KEY MANAGEMENT PERSONNEL

Wages and salaries
Social security costs
Contribution to defined contribution pension schemes		 Group
2021
£
607,939
55,601
76,289
739,829		 Group
2020
£
634,587
55,561
87,033
777,181

The average number of persons employed by the Company during the year was as follows:

Directors (who are trustees)
Administration
Commercial trading activities		 Group
2021
No.
1
1
8
10		 Group
2020
No.
1
1
9
11

The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was:

Group Group
2021 2020
No. No.
In the band £70,001 - £80,000 1 -
In the band £80,001 - £90,000 - 2
In the band £140,001 - £150,000 1 1

The Trustees receive no remuneration in their capacity as Trustees. M A Callanan is remunerated in his capacity as director of the trading subsidiaries, as permitted in the Articles of Association. One other Trustee (2020 - one Trustee) received fees in respect of professional services, as disclosed in note 26. They are not reimbursed for any expenses incured on behalf of the charity.

One Trustee received reimbursement of expenses amounting to £2,565 in the current year, (2020 - two Trustees - £1,512).

The key management personnel of the charity comprise the Trustees of the charity. Total remuneration attributable to key management personnel is £189,000 (2020 - £188,066).

Page 42

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

13. TANGIBLE FIXED ASSETS

GROUP AND COMPANY

COST
At 1 June 2020
Additions
Disposals
At 31 May 2021
DEPRECIATION
At 1 June 2020
Charge for the year
On disposals
At 31 May 2021
NET BOOK VALUE
At 31 May 2021
At 31 May 2020		 Freehold
property
£
1,553,510
-
-
1,553,510
496,810
-
-
496,810
1,056,700
1,056,700		 Plant and
machinery
£
312,752
-
(217,463)
95,289
312,188
542
(217,445)
95,285
4
564		 Fixtures and
fittings
£
-
37,893
-
37,893
-
5,791
-
5,791
32,102
-		 Total
£
1,866,262
37,893
(217,463)
1,686,692
808,998
6,333
(217,445)
597,886
1,088,806
1,057,264

Page 43

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

14. INVESTMENT PROPERTY

GROUP

VALUATION
At 1 June 2020
Additions
At 31 May 2021		 Freehold
investment
property
£
654,210
5,096,785
5,750,995

The 2021 valuations were made by the Trustees, on an open market value for existing use basis, based on professional advice received.

15. FIXED ASSET INVESTMENTS

GROUP
COST OR VALUATION
At 1 June 2020
Additions
Disposals
Revaluations
Movement in cash at investors
At 31 May 2021		 Listed
investments
£
43,299,881
14,759,637
(7,631,972)
8,032,409
(3,657,985)
54,801,970		 Other
investments
£
588,905
16,941
-
-
-
605,846		 Total
£
43,888,786
14,776,578
(7,631,972)
8,032,409
(3,657,985)
55,407,816

Page 44

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

15. FIXED ASSET INVESTMENTS (CONTINUED)

COMPANY
COST OR VALUATION
At 1 June 2020
Additions
Disposals
Revaluations
Movement in cash at investors
At 31 May 2021
PRINCIPAL SUBSIDIARIES		 Investments
in
subsidiary
companies
£
38,914,790
-
-
-
-
38,914,790		 Listed
investments
£
43,299,881
14,759,637
(7,631,972)
8,032,409
(3,657,985)
54,801,970		 Other
investments
£
588,905
16,941
-
-
-
605,846		 Total
£
82,803,576
14,776,578
(7,631,972)
8,032,409
(3,657,985)
94,322,606

The following were subsidiary undertakings of the Company:

Names Company Holding
number
Connolly Holdings Plc 00766646 100%
Connolly Homes Plc 00761425 100%
Connolly Estates Limited 03743402 100%
DB(NI) Realisations Limited 010800(NI) 100%
Connolly Plant Hire Limited 00800572 100%
Flitchway Settlement Limited 06737603 100%

The financial results of the subsidiaries for the year were:

Names Income Expenditure Profit/(loss) Net assets/
£ £ for the year (liabilities)
£ £
Connolly Holdings Plc 63,708 (7,751) 55,957 4,361,434
Connolly Homes Plc 14,647,623 (8,030,384) 6,617,239 40,908,155
Connolly Estates Limited 116,326 (47,787) 68,539 (4,450)
DB(NI) Realisations Limited 869 144,791 145,660 1,187,575
Connolly Plant Hire Limited - - - 70
Flitchway Settlement Limited - - - 56

Page 45

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

16. STOCKS

Land held for development
Land in course of development
Work in progress
Resale properties		 Group
2021
£
17,419,313
1,260,606
2,133,025
-
20,812,944		 Group
2020
£
15,906,108
4,401,075
4,433,178
4,884,108
29,624,469

17. DEBTORS

DUE AFTER MORE THAN ONE YEAR
Other debtors
DUE WITHIN ONE YEAR
Trade debtors
Other debtors
Prepayments and accrued income		 Group
2021
£
585,486
585,486
58,281
159,062
44,398
847,227		 Group
2020
£
774,513
774,513
38,800
272,977
49,204
1,135,494		 Company
2021
£
-
-
-
-
-
-		 Company
2020
£
-
-
-
143,910
-
143,910

Page 46

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Other loans
Trade creditors
Amounts owed to group undertakings
Other taxation and social security
Other creditors
Accruals and deferred income		 Group
2021
£
1,200,000
105,940
-
5,725
107,532
2,522,610
3,941,807		 Group
2020
£
1,200,000
278,176
-
159,772
22,122
3,931,277
5,591,347		 Company
2021
£
1,200,000
-
2,950,645
-
71,387
364,780
4,586,812		 Company
2020
£
1,200,000
-
8,790,449
-
-
435,785
10,426,234

Included within other loans are unsecured loan notes of £1,200,000. Interest is payable and shall accrue on the principal amount of the outstanding loan notes at LIBOR plus a margin of 2.75%.

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Group Company Company
2021 2020 2021 2020
£ £ £ £
Other loans 2,900,000 3,100,000 2,900,000 3,100,000

Included within other loans are unsecured loan notes of £2,900,000. Interest is payable and shall accrue on the principal amount of the outstanding loan notes at LIBOR plus a margin of 2.75%.

Page 47

THE CONNOLLY FOUNDATION (UK) LIMITED (A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

20. STATEMENT OF FUNDS

STATEMENT OF FUNDS - CURRENT YEAR

UNRESTRICTED
FUNDS
DESIGNATED
FUNDS
Anticipated grant
funding
GENERAL
FUNDS
General funds
Subsidiaries
TOTAL		 Balance at 1
June 2020
£
848,774

71,567,595
823,340
72,390,935
73,239,709		 Income
£
-
948,323
14,069,526
15,017,849
15,017,849		 Expenditure
£
-
(2,377,986)
(7,646,936)
(10,024,922)
(10,024,922)		 Transfers
in/out
£
(449,938)
7,195,185
(6,745,247)
449,938
-		 Gains/
(Losses)
£
-
10,539,093
(19,000)
10,520,093
10,520,093		 Balance at
31 May 2021
£
398,836
87,872,210
481,683
88,353,893
88,752,729

Designated funds represent anticipated grant funding payments in the coming year.

Transfers represent gift aid distributions from the charity's subsidiaries to the charity and a designation of unrestricted funds.

Page 48

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

20. STATEMENT OF FUNDS (CONTINUED)

STATEMENT OF FUNDS - PRIOR YEAR

UNRESTRICTED
FUNDS
Anticipated grant
funding
GENERAL
FUNDS
General funds
Subsidiaries
TOTAL		 Balance at
1 June 2019
£
-

67,117,304
3,371,341
70,488,645
70,488,645		 Income
£
-
825,837
16,370,763
17,196,600
17,196,600		 Expenditure
£
-
(1,403,218)
(12,092,764)
(13,495,982)
(13,495,982)		 Transfers
in/out
£
848,774
5,956,226
(6,805,000)
(848,774)
-		 Gains/
(Losses)
£
-
(928,554)
(21,000)
(949,554)
(949,554)		 Balance at
31 May 2020
£
848,774
71,567,595
823,340
72,390,935
73,239,709

The transfer represents gift aid distributions from the charity's subsidiaries to the charity.

Page 49

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

21. RECONCILIATION OF NET MOVEMENT IN FUNDS TO NET CASH FLOW FROM OPERATING ACTIVITIES

Net income for the year (as per Statement of Financial Activities)
ADJUSTMENTS FOR:
Depreciation charges
Gains/(losses) on investments
Dividends, interests and rents from investments
Profit on the sale of fixed assets
Decrease in stocks
Decrease in debtors
Decrease in creditors
Decrease in pension liability
NET CASH PROVIDED BY OPERATING ACTIVITIES		 Group
2021
£
15,532,020
6,333
(9,277,856)
(960,851)
(47,282)
8,811,525
301,849
(1,663,122)
(19,000)
12,683,616		 Group
2020
£
2,772,064
6,528
3,486,824
(884,683)
(25,475)
4,862,167
481,943
(82,171)
(21,000)
10,596,197
22.
ANALYSIS OF CASH AND CASH EQUIVALENTS
Cash in hand
TOTAL CASH AND CASH EQUIVALENTS		 Group
2021
£
11,686,748
11,686,748		 Group
2020
£
5,570,833
5,570,833

Page 50

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

23. ANALYSIS OF CHANGES IN NET DEBT

Cash at bank and in hand
Debt due within 1 year
Debt due after 1 year		 At 1 June
2020
£
5,570,833
(1,200,000)
(3,100,000)
1,270,833		 Cash flows
£
6,115,915
200,000
-
6,315,915		 Other non-
cash
changes
£
-
(200,000)
200,000
-		 At 31 May
2021
£
11,686,748
(1,200,000)
(2,900,000)
7,586,748

24. PENSION COMMITMENTS

The Group operates a defined benefit pension scheme.

The Connolly Group Pension Fund ("the Fund") provides benefits for some of the employees of the company and some employees of fellow group companies.

The Fund became 'paid up' in 2003, since when members have earned no further benefits. The assets of the Fund are administered by trustees and are independent of the group's finances. Contributions by the Company are paid into the Fund in accordance with the recommendations of an independent actuarial advisor.

The funding plan is for the Fund to hold assets equal to the value of the benefits earned by employees, based on a set of assumptions used for funding the Fund. The funding assumptions differ from the assumptions used to calculate the figures for these accounts, and therefore produce different results. If there is a shortfall against this funding plan, then the participating employers and trustees agree on deficit contributions to meet this deficit over a period. As part of the actuarial valuation with an effective date of 1 October 2017, the company has agreed to pay contributions of £35,400 per annum up to 30 September 2018 and £17,700 per annum between 1 October 2018 and 30 April 2023, plus the cost of life assurance and any levies. The estimated amount of total employer contributions expected to be paid to the Fund during the year to 31 May 2022 is £17,700 plus the cost of life assurance and any levies (2021 actual - £34,000).

The results of the formal actuarial valuation as at 1 October 2017 were updated to the accounting date by an independent qualified actuary in accordance with FRS102. As required by FRS102, the value of the defined benefit liabilities has been measured using the projected unit method and both the assets and the liabilities include the value of those pensions in payment which are secured with insured annuities.

Page 51

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

24. PENSION COMMITMENTS (CONTINUED)

The results, based on assumptions used for FRS102, are as follows:

Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages):

Price inflation (RPI)
Price inflation (CPI)
Discount rate
Pension increase in payment
- RPI, subject to a maximum of 5% pa
- CPI, subject to a maximum of 5% pa
- Fixed 3%
Pension increases in deferment
Mortality rates
- For a male aged 65 now
- At 65 for a male aged 45 now
The Group's share of the assets in the scheme was:
Equity instruments
Debt instruments
Property
All other assets
TOTAL FAIR VALUE OF ASSETS		 At 31 May
2021
%
3.3
2.5
2
3.2
2.5
3
2.5		 At 31 May
2020
%
2.7
1.9
1.5
2.7
2.0
3
1.9
At 31 May
2021
Years
23.3
25		 At 31 May
2020
Years
23.2
24.9
At 31 May
2021
£
640,000
712,000
270,000
702,000
2,324,000		 At 31 May
2020
£
525,000
710,000
272,000
774,000
2,281,000

The actual return on scheme assets was £91,000 (2020 - £112,000).

Page 52

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

24. PENSION COMMITMENTS (CONTINUED)

The amounts recognised in the Consolidated Statement of Financial Activities are as follows:

Running costs
Interest expense/(income)
TOTAL AMOUNT RECOGNISED IN THE CONSOLIDATED STATEMENT
OF FINANCIAL ACTIVITIES		 2021
£
15,000
-
15,000		 2020
£
15,000
(2,000)
13,000

Movements in the present value of the defined benefit obligation were as follows:

Opening defined benefit obligation
Interest on obligation
Actuarial gains/losses
Benefits paid
CLOSING DEFINED BENEFIT OBLIGATION		 2021
£
2,150,000
32,000
(2,000)
(67,000)
2,113,000		 2020
£
1,959,000
46,000
210,000
(65,000)
2,150,000

Movements in the fair value of the Group's share of scheme assets were as follows:

Opening fair value of scheme assets
Running costs
Interest on plan assets
Actuarial return less interest on plan assets
Contributions by the employer
Benefits paid
CLOSING FAIR VALUE OF SCHEME ASSETS		 2021
£
2,281,000
(15,000)
34,000
57,000
34,000
(67,000)
2,324,000		 2020
£
2,215,000
(15,000)
54,000
58,000
34,000
(65,000)
2,281,000

Page 53

THE CONNOLLY FOUNDATION (UK) LIMITED

(A Company Limited by Guarantee)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2021

24. PENSION COMMITMENTS (CONTINUED)

Fair value of plan assets
Present value of plan liabilities
Amount not recognised due to asset limit		 2021
£
2,324,000
(2,113,000)
(211,000)
-		 2020
£
2,281,000
(2,150,000)
(131,000)
-

The plan does not invest directly in property occupied by the Group or in financial securities issued by the Group.

25. RELATED PARTY TRANSACTIONS

At the year end, an amount of £3,022,032 was due to (2020 - £8,790,449 due to) Connolly Homes PLC, a company with directors in common.

During the year, £7,000 was granted to the Poynter Charitable Trust. A Rowe is a Trustee of this charity.

During the year the group incurred professional fees of £72,000 (2020 - £72,000) from Gunnercooke LLP, a business related to S S Ashoka, Trustee.

Page 54