Charlty Reglstratlon No. 1113708 Company Reglstrallon No. 5731598 (England and Wales) P H.HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE LEGAL AND ADMINISTRATIVE INFORMATION Trustees Elspelh Chri5tle Amy de Joia Michael Fumiss Nigel Lanceley DL, FCA Natan Levy Lesley Martin-wright lan Matthews Kenneth Ravenscroft Caroline Grant Andrew Cross Deborah Mills-Burns (Appointed 9 June 2023) (Appointed 14 June 2024> (Appointed 14 June 20241 (Appointed 14 June 2024) Secretsry Elspeth Christie Admlnlstrator Llfa Zvimbande Emall administrator phholtfoundation.org.uk Talèphone and lax 0151237 2663 Webslte vpMv.phholtfoundation.org.uk Charlty number 1113708 Company number 5731598 Reglsterèd offlce 151 Dale Street Llverpool L2 2AH Audltor Mitchell Chadesworth (Audit) Limited Suite 5.1 12 filhebam Street Llverpool L2 2DT Bankers Barclays Bank Pl Liverpool Branch 48B - 50 Lord Street Liverpool L2 1TD Enterprise Credit Union Hall Lane HU￿0￿ Merseyside L36 6AX P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE LEGAL AND ADMINISTRATIVE INFORMATION Banker8 Icontlnued) Shawbrook Bank Lutea House Warley Hill Business Park Great Warley Brenlwood Essex CM13 3BE Nationwide Building Souety Kings Park Road Moullon Park Northampton NN3 6NW Sollcltors Brabners LLP Horton House Exchange Flags Llverpool L2 3YL Investment managers Ruffer LLP (to 30 November 2023) 80 Victoria Street London SW1E 5JL Troy Investment Management Limited (10 7 November 2023) 33 Davies Street London W1K4BP Kennox Investment Management Limited (10 7 November 2023) 23 Melville Street Edinburgh EH3 7PE Evelyn Partners Royal Liver Building Liverpool L31NY P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE CONTENTS Page Chairperson's statement Trustees, report statement of Trustees, responsibilities Independent auditorfs report 8-11 Statement of financlal actlvltles {Includlng Income and expendilure account> 12-13 Balance sheet 14 Note8 to the financlal statements 15-28 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE CHAIRPERSON'S STATEMENT FOR THE YEAR ENDED 31 MARCH 2024 Activities in the year to 31st March 2024 returned to normal after a period of uncertainty and disruption caused by the pandemic. It was a year in which the Charity prepared for some major changes in their operating systems and working practices. Work was commenced on a new Grant Management System I'GMS. ) which eventually w￿t live on 1 April 2024. This has been a major project and will be a step foThvard in how we handle grant applications. In addition, after the year end three new Trustees joined the Board and I welcome them. They bring new and welcome skills which will greatly enhance our operations. After the year end. our administrator Anne Edwards decided to retire. Anne has been al the heart of everything we have done for over 10 years and the Trustees owe her a great deal of gratitude. We all wish her well for a happy and healthy retirement. We welcome Lifa Zvimbande as our new administrator. The charity continues to be in good financial health as we retum to supporting the charitles of MeTseyslde. There are further changes planned both in additions to the Board as well as a new accounting system. Both these changes will put us In a strong position lor the future. I would like to Ihank the Trustees for thelr advice and support In a period of chang8. Nlgel Lance Chalr ey DL,FCA Date: 20 September 2024 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE TRUSTEES. REPORT (INCLUDING DIRECTORS. REPORT) FOR THE YEAR ENDED 31 MARCH 2024 The Trustees present their report and financial statements for the year ended 31 March 2024. The financial statements have been prepared in accordance with the accounting policies set out in note 110 the financial statements and Comply with the Charity's governing document, the Companies Act 2006 and "Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charities preparing their accounts in accordance wilh the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)" (effective 1 January 2019). Objectlves and actlvltles The P H Holt Foundation is a registered charity. number 1113708. and charitable company incorporated on 6 March 2006. The objects of the Charity are to acquire "all the assets and undertaking (including all liabilities} of the P H Holt Charitable Trust las originally declared by a deed of Trust, dated 1 S February 1955) (the "Trust") and then to apply Ihe investments and other assets of the Charity from time lo time, whether arising from the aforesaid acqulsilion or otherwise, and whether income or capital. for Charitable purposes in the United Kingdom of Great Britain and Northern Ireland, and elsewhere as the Charity in its absolute discretion shall think fit, to the Inlenl that, bul without prejudice lo the generality of the foregoing, the principal area of activity of the Charity shall be the M8rseyside area" The P H Holt Foundation also acts as sole Corporate Trustee to Holt Education Trust. established by Trust Deèd on 11 June 1915, "for the promotion and encouragement of higher education among thè inhabilanls of the Clly of Liverpool, and the Hundred ofwesl Derby and the Hundred ofwffal". The origins of both charities derive from the maritime endeavours ol Philip Henry Holt. who in 1865. together with his brother Alfred, founded the Ocean Steam Ship Company Limited in Liverpool. The Company flourlshed across five continents and for over a century gained widespread acclaim as one of the largest merchant shipping fleets in the UK. In the 1980's the company moved ils headquarters to London. whereupon the Foundalion became sole beneficiary of Ocean Steam Ship's collection of naullcal memorabilia comprising; paintings, ship models, historical documents, and seafaring artefacts. These are on permanent display at the Mersey5ide Maritime Museum in the Royal Albert Dock, and shed light on the maritime heritage of Liverpool as the world's busiest trading port. Phllip Holt had distlnct philanthropic Interests during his lifetime. The Foundation works lo carry on Phllip's social concerns by supporting initiatives that are reflective of hls Givic values, and allow people to make a real difference to the communities in which they live and work. The P H Holl Foundation awards grants according lo five priority themes. and which help communlties and charitable organisalions create a better future for the people of Merseyside. Creating opportunities for people to contribute to their local community Enabllng people lo overcome barriers Widening access lo education for all ages Increasing engagement in the arts for excluded groups Encouraging care of the natural and built environment. In taking this broad approach to ils activities, the Trustees confirm that they have had regard to the Charity Commission's general guidance on public benefit. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE TRUSTEES. REPORT (INCLUDING DIRECTORS. REPORT) (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Achievements and perfomiance During the year ended 31 March 2024. the P H Holt Foundation received 111 grant 8pplications totalling £898,092. Of these 74 12023 64) Merseyside charities were provided with funding of £557,180 (2023 £525,778), The Foundation continued ils staunch support of Merseyside charities, largely Small and medium sized organisalions working with children. young people. and adults to improve their health, well-being and lo remain connected to their local community. The Foundation greatly values the strength of local gras5 roots groups In reaching into the heart of neglected and disadvantaged areas across the region. The average grant for the year ended 31 March 2024 was £7,529 {2023 - £8,215) as we saw higher demand from charitles seeking salary and core costs. Holt Education Trust was able to provide bursaries to 28 (2023 - 371 students of Liverpool John Moore's University and Liverpool Hope University reading for social science, nautical and engineering degrees. A total of £30.000 (2023 - £40,150) was distributed to these sludents. the average grant being £1,07012023- £1.0851. The programme,which has been running for almost a decade, provides funding lo students from low income families across the region. and the Trust receives exemplary support from both institutions who manage student recruilmenl, payments and reporting. Dlscussions for the academic year 2024-25 wlth Liverpool John Moores and Hope UniveTSlty resume in Autumn 2024 for promollon commencing DecemberlJanuary and interviews and awards in early February 2025. Further details of the categories of publlc benefit dellvered by the organlsatlons assisted by The P H Holt Foundation are set out in notes 6 and 7 to the Financial Slalements. Flnanclal revlew The results for the year ending 31 March 2024, arè set out In the Statement of Flnancial Activities on page 12. Total Incomlng resources from investments and Interest were £415,171 for 2023124. down from £473,004 for 2022123 due to smaller income dislribulions on the three unilised funds which make up most of Ihe value of the Foundation's investments. Nevertheless, the receipt of £96.422 from the fomier Charles Wootten Fund enabled total income for 2023124 to grow by more Ihan 70h compared with 2022123. The charity was able to Increase the number of grant awards for 202314 and thls has been reflected In a modest rise in expenditure on grant m8king activities from £617,553 in 202213 to £635,414 for 2023124 Investments generated an overall positlve relum of £823,851 and made good the loss of £500.999 for 2022123 which was caused by the volatility affecting equity markets at the time. There was an overall addition of £679,817 (reduction of £500.999 for 2022r23) to the value of the funds held by the charity. For 2023124, the net closing asset position came to £23.552.818 (£22.873.001= 2022123). the Increase belng largely allributable lo the investment gains reported above. Reserves We inherit from the Trustees of P H Holt Charitable Trust an awareness of our obligation to balance the needs of current and future charitable beneficiaries. The Charity funds expenditure from investments and has the freedom to spend both income and capital, provided the core endowment of the Holt Education Trust is preseNed. The Trustees do not consider the undertying capital to be resepies since they fom the sole source of revenue for the Foundalion and the investments held provide a relatively secure and stable stream of income from which to make grants. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE TRUSTEES, REPORT (INCLUDING DIRECTORS. REPORT) (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Fund Structure, Investment Policy and Perfomiance Under the terms of its Memorandum and Articles of Association. P H Holl Foundation may spend capital. as well as income, for charitable purposes in the United Kingdom and elsewhere. The accumulated funds d the Chariiy are therefore unrestricted funds for the purposes of charity law. Transfers are made from investments to current assets, as and when liabilities or requlrements fall due. Our Investment objective is to preserve the value of capital in real terms to sustain our long-temi grant-making and future aclivilies. Our investments with Ruffer LLP, Troy Asset Management Limited and Kennox Asset Management Limited are held in composite funds. We have confidence in our Investment Managers, abiltties to look after our fvnds wisely in ever changing financial markets and are satisfied with their performance. In accordance with the Trust Deed. income from Holl Education Trust Gan be used only for speclfied educational purposes and its capital is restricted as a permanent endowment in charity law. The Holl Education Trust endowment is managed in a segregated portfolio with balanced investment objectives. We are satisfied that the Manager at Evelyn Partners in Liverpool meets these objectives. Rlsk Management The Trustees continually review the malor stratègic. business. and operational risks to whlch the Charity could be exposed and have an agreed risk assessment policy lo mitigate significant Tisks. A formal review of performance against the identified risks is conducted annually. reportlng into the Board. The Trustees are sallsfied that the system of internal controls and ongoing reviews currently in place is adequate. Key Risks indude: LO&LoL￿. The P H Holl Foundation has adopted an investment policy which seeks lo oplimise performance through a diversified asset portfolio, monitored monthly and reviewed al each Board Meeting. The Trustees lake an active role in portfolio management with Fund Managers. ieceiving quarterly reports on Investment perfomance. and more foTm81 annual meetings to review strategies and market condltions. Grants made as Reslricted Funds vthere reclplent charities could apply the gift lo other purposes, or not incur the expenditure. In order to guarantee that funds are used for the intended purpose, and as specified in the grantee's wrillen application, specific terms are established al the outset of a grant award. If a funded programme undergoes significant adjustments. as it did during the pandemic, they are negotiated in writing with the charity. Relum of cash is required for unapproved alterations. Our monitoring process and routine vlsits by Trustees and the Administrator minlrnlse changes taking place without the Foundation's approval. A final progress report from each grantee enables further monitoring of athievements against the original application. JL&oouol¥. The Foundation has security policies in place and sofiware to protect against viruses and intrusions. Risk is miligaled through a Risk Assessment policy. Business Continuity Plan, and Cloud based back-up services. The necessary permissions and agreements are obtained in the processing and storing of dala in accordance with GDPR legislation. The Trustees have a deiailed policy viith specific procedures In place regarding potential conflicts of interest for grant making and operational decisions. There were no serious incidents recorded during the year ended 31 March 2024. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE TRUSTEES, REPORT (INCLUDING DIRECTORS. REPORT) (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Future plans In addition to continuing with our nomial grant making activities the trustees are minded to investigate larger projects to address some of the major issues affecting our society. There has been a year of considerable change in the Charity and as the new grant making system settles down we hope to 5tTeamline our administration and accounting. This will allow the Charty more time and resources to address inequalities in our society. Structure, governance and management The Trustees, who are also the Directors for the purpose of company law, and who served during the year and up lo the date of signature of the financial statements were.. lan Bakewell Elspeth Christie Amy de Joia Michael Furniss Nigel Lanceley DL, FCA Nalan Levy Lesley Martin-wright lan Matthews Kenneth Ravenscroft Caroline Grant Andrew Cross Deborah Mills-Bums (Resigned 30 June 2023) (Appointed 9 June 2023) (Appointed 14 June 2024) (Appointed 14 June 2024) (Appointed 14 June 2024) The governing inslrumenls speclfy Ihal there must be at least four tTUStees. One third of trustees retire each year bul may be re-appointed subjecl to various safeguards. The Trustees agree the strategy and broad areas of activlty for the Foundation, and each year, formally review whether their collective skills and experience remain adequate for the needs of the Foundation. New appointments are chosen with a view lo maintaining the Board's knowledge. ethos, and independence. Appropriate training and induction is provided, normally by means of meetings and discussions with Indlvldual Trustees and the Administrator, accompanied by participating in committee meetings, and, as required, conferences and seminars. Trustees ￿ceIve updates and infomial training through regular briefings and bulletins. The Foundation is a member of the Association of Charitable Foundations IACF) and National Council for Voluntary Organisalions (NCVO). Both organisalions provide infomialion on good practice, govemance, and changes in legislation. Truslees meet four time5 each year to consider and review investments and reserves, risk management pollcies, financial performance, and grant awards plus dedicating lime to an annual strategy day. All binding decisions about any aspect of the Charity are only made at a full meeting. To support the grant making process. a sub- committee assesses all applications to the Foundation prior to the full meeting, and where il is considered necessary or desirable. vi51ts are arranged to gain a better understanding of a tharity's request. Guidelines on how to make a grant application, together with the eligibility criteria. are posted on the Foundation's website Iwww.phholtfoundation.org.ukl. All applications are considered but the Twslees reseNe the right to turn down applicats'ons. albeit appearing to fall within criteria, due to the voluffle of requests. The Administrator is responsible for the day-to-day management of the Charily. including contact with actual and potential grant recipienls, and with the Foundation's various associates and stakeholders. ## **P.H. HOLT FOUNDATION** ## _**FOR THE YEAR ENDED 31 MARCH 2024**_ ## **Auditor** In accordance with the company's articles, a resolution proposing that Mitchell Charlesworth (Audit) Limited be reappointed as auditor of the company will be put at the Annual General Meeting. ## **Disclosure of information to auditor** Each of the Trustees has confirmed that there is no information of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate steps to identify such relevant information and to establish that the auditor is aware of such information. The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the Charitable Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. ## **Small company provisions** This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006. The Trustees' report was approved by the Board of Trustees. ## **Trustee** Dated: 20 September 2024 - 6 - P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE STATEMENT OF TRUSTEES, RESPONSIBILITIES FOR THE YEAR ENDED 31 MARCH 2024 The Trustees, who are also the directors of P. H. Holt Foundatlon for the purpose of company law, are responsible for preparing ihe Truslees, Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounling Practice). Company Law requires the Trustees to prepare financial siatements for each financial year which give a true and fair view of the stste of affairs of the Charity and of the incoming resources and application of resources, including the income and expenditure. of the charitable company for that year. In preparlng these financial statement5, the Trustees are required to: select sullable accountlng policies and then apply them consistently; obsenie the methods and princlples in the Charities SORP: make judgements and estimates that are reasonable and prudent.. and prepare the financial statements on the going concem basis unless it is inappropriate lo presume that Ihe Charity wlll continue In operatlon. The Tnjstèes are responsible for keeplng adequate accounting records that dlsclose with reasonable accuracy al any time the financial position of the Charity and enable them lo ensure that the financial slalements comply wilh the Companies Act 2006. They are also responsible for safeguarding the assets of the Charlty and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P. H. HOLT FOUNDATION Oplnlon We have audited the financial statements of P. H. Holt Foundation (the 'Charity') for the year ended 31 March 2024 which comprise the statement of financial activities, the balance sheet and notes to Ihe financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparalion 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 finanaal statements- give a true and fair view of the state of the charitable company's affairs as at 31 March 2024 and of its incoming resources and application of resources, induding its income and expenditure, for the year Ihen ended., have been properly prepared in accordance wlth United Klngdom Generally Accepted Accounllng Practlca., and have been prepared In accordance wlth the requlrements of the Companles Act 2006. Basls for oplnlon We conducted our audit in accordance with International Standards on Auditing (UK) IISAS (UKII and applicable law. Our responslbili1Ses under those standards are further described in the Audilofs r8sponsibilities for the audif ol the financi81 statements section of our report. We are independenl of the Charity in accordance with the ethical requirements that are relevant lo our audit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance wilh Ihese Tequiremenls. We believe that the audit evidence we have oblained is sufficient and appropriate lo provide a basis for our opinion. Conclu8lon8 relatlng to golng concern In auditing the financial statements. we have concluded that the Trusteès, use of the golng conc8m basls of accounting in the preparation of the financial statements is appropriate. Based on the worff we have performed, we have not identified any material uncertainlies relallng to evenls or conditions that, indlvidually or collectively. may cast significant doubt on the Charity's ability to continue as a going concem for a period of at least tsvelve 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 sectlons of this report. Other Infomiatlon The other information comprises the information induded in the annual report olher than the financial statements and our auditor's report Ihereon. The Trustees are responsible for the other infom)ation contained wilhin the annual report. Our opinion on the financial statements does not cover the other information and. except to the extent otherwise explicitly slated in our report, we do not express any form of assurance conclusion Ihereon. In connection with our audit of Ihe financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsislent wilh the financlal statements or our knowledge obtained in the course of the audit. or otherwise appears to be materially misstaled. If we identify such mglerial inconsistencies or apparent material misstalernenls. we are required to delemine whelher this gives rise to a material misslatemenl in the financial statements themselves. If. based on the work we have perfonned, we onclude that there is a material misslalement of this olher infomiation, we are required to report Ihat fact. We have nothing to report in this regard. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE MEMBERS OF P. H. HOLT FOUNDATION Oplnlons on other matters prescrfbed by the Companles Act 2006 In our opinion. based on the work undertaken in the course of our audit.. the information given in the Trustees, report for the financial year for which the financial statements are prepared. which includes the directors, report p￿pared for the purposes of company law. is conslstent with the financial statements., and the directors, report included within the Trustees. report has been prepared in accordance with appllcable legal requirements. Matters on whlch we are requlred lo report by exceptlon In the Ilghl of the knowledge and understanding of the Charity and tts environment obtained in the course of the audit, we have not identified material misstatements In the directors, report induded withln th8 Trustees, report. We have nothing to report in respect of the following matters in relation to which the Companle5 Act 2006 requires us lo report lo you if. In our opinion.. adequale accounting records have not been kept, or retums adequate for our audll have not been received from branches not VlSlted by us.. or the financial statements are not in agreement with the accounting records and retums.. or certain disclosures of trustees. remuneration specified by law are not made., or we have not received all the information and explanations we require for our audll.. or the Trustees were not entitled lo prepare the financial statements In accordance with the small companles regime and lake advantage of the small companies. exemptions in preparing the Trustees. report and from the requirement to prepare a slralegic report. ResponslbllStlos of Trustees As explained more fully in the statement of Truste8s' responsibilities. the Trustees, who are also the directors of the Charity for Ihe purpose of company law, are responsible for the preparation of the financial statements and for belng satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary lo enable the preparation of financlal statements Ihal are f￿e from material misstatement, whether due lo fraud or error. In preparing the financial slatemenls, the Trustees are responsible for assessing the Charity's ability to continue as a going concern, disclosing, as applicable. matters Telated to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but lo do so. Audllorfs responslbllltles for the audlt of the flnanclal statements Our objectives are to obtain reasonable assurance about whether the financial statements as a wholè are free from material misslatemenl, whether due lo fraud or e￿Or. and to issue an audilorfs report that includes our opinion. Reasonable assurance is a high level of assurance bul is not a guarantee that an audit conducted in accordance with ISAS (UK) will always delect 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 lo influence the economic decisions of users taken on the basis of Ihese financial slatemenls. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures In Ilne 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. P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE MEMBERS OF P. H. HOLT FOUNDATION The extent to whlch the audlt was consldered capable of detectlng Irregularltles, Includlng fraud Our approach to identifying and assessing the risks of malerial misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. was as follows: the engagement partner ensured that the engagement team collectivety had the appropriate ompetence. capabilities and skills to identify or recognise noTrcompliance with applicable laws and regulations., we identified the laws and regulations applicable to the company through discussion$ with directors and other management.. we focused on specific laws and regulations which we considered may have a direct malerial effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery. employment and health and safely legislation- we assessed the exlenl of compliance with the laws and regulations idents'fied above through making enquiries of management and inspecting legal correspondence- and Sdenlified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-cornpliance throughout the audit. We assessed the suscepiibility of the company's financial statements to material misslatement, Indudlng obtaining an understanding of how fraud might occur. by: making enqulries of management as lo where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud,. and considering the internal controls in place to mitigate rlsks of fraud and non-compliance wlth laws and regulations. To address the risk ol fraud through management bias and override of controls. we: performed analytiGal procedures to Identify any unusual or unexpected relationships; tested journal entries to identify unusual Iransaclions., assessed whether judgements and assumptions made In determlnlng the accountlng estlmates were Indicative of potential bias., and investigated the rationale behind significant or unusual transactlons. In response to the rlsk ol Irregularities and non-compliance with laws and regulations, we deslgned procedures which included, but were not limited to-. agreeing financial statement disclosures lo underlying supporting documentation; reading the minutes of meetings of those charged with govemance,. and enquiring of management as to actual and potential litigation and claims. There are inherent Ilmitations In our audit procedures described above. The more removed that laws and regulations are from financial transactions. the less likely it is Ihal we would become aware of non-compliance. Auditing standards also 5imit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misslatemenls th81 arise due to fraud can be harder lo delect than those that arise from emr as they may involve deliberate concealment or collusion. A further description of our responsibilities is available on the Financial Reporting Council's website at= htlps'.11 klaudilorsres onsibili ies. This description foms part of our auditors report. 10- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE MEMBERS OF P. H. HOLT FOUNDATION Use of our report This report is mad8 Solely lo the charitable company's member8, as a body. in accordance with Chapter 3 of Part 16 of tho Companies Act 2006. Our audil work has been undertaken $0 that we might stale lo the charitalae company8 members those mattors wé ar6 required lo slate lo them in an auditors, report and for no othèr purpc4e. To the fulle81 extent pernltled by law, we do nol accept or ossum6 respon3ibility to anyone othèr than the c*arilable ompany and Ihe chartlable company'8 member8 as a body. for our audit wotk. for this report, or for the opinlons we have formed. ctsDfLQsLLw￿[ft￿b￿) Loulse Casey ACA (Senlor Statutory Audltor) for and on behalf of Mltch811 ChaTle8worth (Audit) Llmlt•d Chartered Accountants Statutory Audltor 0411112024 Sulte 5.1 12 Tllhebarn Street Livorpool L2 2DT 11 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITUREACCOUNT FOR THE YEAR ENDED 31 MARCH 2024 Current flnanclal ypar Unre8lrfctod Rgstrlctèd Endowment funds funds funds 2024 2024 2024 Total Total 2024 2023 Note8 Donations and legacies Inve$lm6n18 Other inGomè 96.422 20,514 96.422 415,171 3,228 473,004 100 394.657 Total Income 394,657 116.938 511,593 476,332 Ralsing funds 14.302 5.706 20.008 S.774 Grant maklng 605,414 30.000 635,414 617,553 Totsl eharltablo expendlturo 605.414 30,IXIO 635,414 617.553 Lo88 on disposal of langiblg fLxed •888t8 205 205 1,541 Total oxpondlture 619.921 30.000 5.706 855,627 824,868 Nel galns (Iossa8) on inveslments 11 780,239 43,812 823,851 {500,999) Not In¢om• (axp8ndltur•l b•foro tran8fer8 554.975 86,938 37.906 679.817 1649,5351 Gross Iran8fer8 bolween fund5 18, 19 po.0001 24,783 5,217 Net movement In funds 524,975 111,719 43,123 679,817 (649.535) Fund balances al 1 April 2023 22,209,722 35.663 627,816 22,873.001 23,522,536 Fund bAlan¢e8 at 31 March 2024 22,734.697 147,382 670,739 23,552,818 22.873.001 Thè stalemenl of financlal aclivttle8 Sn¢lud8s all galns aTrJ108ses recoynl8ed in Ihe year. The movement In funds detalled above compltes the requEremenls for a stalement in changes In equity In FRS102. All Income and expendllure derive from conlinuing activilies. 12- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31 MARCH 2024 Prlor flnanclal year Unrestrlcted Restrlcted Endowrnent funds funds funds 2023 2023 2023 Total 2023 Notes Donations and legacies Investments Other income 3,228 455.739 100 3,228 473,004 100 17,265 Total Income 459,067 17,265 476,332 Raising funds 5,774 5.774 Grant maklng 587,553 30.000 617,553 Total charltable expendlture 587,553 30.000 617,553 Loss on disposal of tangible fixed assets 1.541 1,541 Total expendlture 589,094 30.000 5,774 624,888 Net losses on investments 11 (465,108) 135,8911 (500,999) Net expendlture before transfers (595,135) (12.7351 141,6651 (649,535) Gross transfers be￿een funds 18, 19 (1) (181 17 Net movement In lunds {595,136) (12.751) {41,648) (649,5351 Fund balances at 1 April 2022 22,804.858 48.414 669,264 23,522,536 Fund balances at 31 March 2023 22,209,722 35,663 627,618 22,873,001 The stalefflent of financial activities Indudes all gains and losses recognised in the year. The movement in funds detailed above complies with the requiTemenls for a statement in changes in equity in FRS102. All Income and expenditure derive from continuing activities. 13- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE BALANCE SHEET AS AT 31 MARCH 2024 2024 2023 Notes Flxed assets Tangible assets Investment5 13 14 450 22,605.335 950 21,778,762 22,605,785 21,779,712 Current assets Debtors Cash at bank and in hand 15 173.305 798.608 194,008 907,801 971,913 1,101,809 Credllors: amounts falllng due wlthln one year 17 <24,880) 18.520) Nèt current assets 947,033 1,093,289 Total assets less current Ilabllltles 23,552.818 22,873,001 Capltal funds Endowment funds Income funds Resliicled funds Unrestricted funds 18 670,739 627,616 19 147,382 22,734,697 35,863 22.209,722 23.552,818 22,873,001 These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financlal statements were approved by the Trustees on 20 September 2024 Nigel L Trustee ley DL, FCA Company Reglstratlon No. 5731598 14- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Accountlng pollcles Charlty Informatlon P. H. Holt Foundation is a private company limited by guarantee incorporated in England and Wales. The registered office Is 151 Dale Street, Liverpool. L2 2AH. 1.1 Accountlng conventlon The financial statements have been prepared in accordance with the Charity's governing document. the Companies Act 2006. FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland- ('FRS 102") and the Charities SORP "Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charities preparing their accounts In accordance wilh the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)" (effeclive l January 20191. Tha ChaTily is a Public Benefit Entity as defined by FRS 102. The Charity has taken advanlage of the provisions in the SORP for charities not to prepare a Statement of Cash Flows. The financial statements are prepared in sterling. which is the functional currency of the Charlty. Monetary amounts in these financial statements are rounded to the nearest £. The financial statements have been prepared under the historical cost convention, modified to include the revaluallon of certain financial instruments at fair value. The prln¢lpal accounllng policies adopted are sel out below. 1.2 Golng concern At the time of approving the financial statements, Ihe Trustees have a reasonable expectallon Ihal the Charlty has adequate resources to continue in operational existence for the foreseeable fulure. Thus the Trustees continue to adopt the going concern basis of accounting in preparing the financlal statements. 1.3 Charltable lunds Unrestricted funds are available for use at the discretion of the Trustees in furthèrance of their charitable objectives unless the funds have been deslgnaled for other purposes. Restricted and endowed funds are funds that are to be used in accordance with specific reslrictions. Restrlcted and Endowed funds In accordance with the Trust Deed. income of Holl Education Trust can be used only for specified educatlonal purposes and its capital is restricted as a permanent endowment fund in charity law. Unrestricted funds Under the terms of ils Memorandum ofAssocialion, P.H. Holt Foundation may spend capital as well as Sncome for charitable purposes in the United Kingdom and elsewhere. The accumulated funds of the Charity are therefore unrestricted funds for the purposes of charity law. Transfers are made from Investments lo current assets as and when liabilities fall due. 1.4 Income Income 15 recognised when the Charity is legally entitled to it after any performance conditions have been met, the amounts can be rn8asured reliably. and it is probable that incoffle will be received. Investment income. Induding dividend income. is recognised in the year in which it is receivable. 15 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Accountlng pollcles {¢ontlnued) 1.5 Expendlture Expenditure is recognised once there is a legal or constructive obligation to make a paymenl to a third party, il is probable that settlement will be required, and the amount of the obligation can be measured reliably. All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs related to the category. Where possible. expenditure is directly allocated to appropriate categories. The remaining expenditure is apportioned in accordance with a formula which the Trustees consider corresponds realistically to the use of staff time and other resources. Irrecoverable VAT Is charged against the expenditure heading for which it was incurred. Grants payable Future grant commltments are fully provided for in the year in which Ihe commitment is made. In the case of an unconditional grant this is accrued once the recipient has been notified of the grant award. 1.6 Tanglble flxed asset8 Tangible fixed assets are Initially measured al cost and subsequently measured at cost or valuation. net of depreciation and any impairment losses. Donated assets are recognised and valued at Trustees, estimate of value at the date of donation. DeprecSatlon Is not charged on pictures and historlc assets held by the charity. 1.7 Flxed asset Investments Investments are a form of basic financial instrument and are initially recognised at their transaction value and $ubsequenlly measured at closing mid-market value at the balance sheet dale. Any realised and unreallsed gains and losses on revaluation or disposals are included in the Statement of Financial Activities. The maln form of financial risk faced by the Charity Is that of volalility in equity markets and investment markets due to wider economic conditions. the altitude of investors to investment Tisk and changes In sentiment concemlng equllles. Income from inveslmenls. Including dividend income. Is Included together with the related lax credlt, In the year In whlch It is receivable. Interest on funds held on deposit is recognised when receivable, and the amount can be recognised reliably by the charity,. this is normally upon nolificatlon of the interest paid or payable by the bank. 1.8 Impalrment of flxed assets At each reporting end dale. the Charily reviews the carrying amounts of its tangible assets lo determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the as5el is estimated in order to determine the extent of the impairment loss lif any). 1.9 Cash and cash equlvalents Cash and cash equivalents include cash in hand, deposits held at cam with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. 16- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Ac¢ountlng pollcles (contlnued) 1.10 Flnanclal Instruments The Charity only enlers into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors Financial assets that are measured at cost and amortised cost are assessed at the end of each reportlng period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Financial Activities. For financlal assets measured at amortised cost, the impairmenl loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. For financial assets measured at cost less impaiiment. Ihe impairment loss is measured as the dlfference between an asset's carrying amount and the best estimate of the amounl Ihal the Charity would receive for the asset if it were to be sold at the balance sheet date. 8aslc flnoncial assets Basic financlal assets. whlch indude debtors and cash and bank balances, are Initially measured at transaction price including transaction Costs and are subsequenlly carried at amortised cost using the effective Interest method unless the arrangement conslilutes a financing transaction. where the transaction Is measured at the present Value of the future receipts discounted at a market rate of interest. Financial assets classlfied as racelvable withln one year are not amortised. Baslc flnanclal Ilabllltles Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debl instrument is measured at the present value of the future payments discounted at a market rate of interesl. Financial liabilities classified as payable wlthln one year are not amortised. Debt Instruments are subsequently carried at amorbsed cost, USlDg the effective interest rate method. Trade creditors are obligations lo pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non El X41 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Ralslng funds Unrestrlcted Endowment funds funds 2024 2024 Total Endowmenl funds 2023 2024 14,302 5,706 20,008 5,774 14,302 5,706 20,008 5.774 Charltable actlvltle8 Total 2024 Total 2023 Depreclation and impairment staffing Office costs 450 23,545 11,529 24,732 9,464 34,196 35,524 Grant funding of activities Share of governance costs (see note 8) 580,135 21,083 561,928 20,101 635,414 617,553 Analysls by fund Unreslricled funds Restricted funds (all grant fundlng) 805,414 30,000 587,553 30,000 635,414 617,553 -20- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Charltable acllvltles {contlnuedl Grants to Instltutlons may be categorlsed as follows: 2024 2023 Programme-related grantg Community and Overcoming Barriers Engagement Sn Ihe Arts Access to Education Care of the Envlronment 459,680 63,000 24.500 10,000 426,148 77,440 22,190 Holl EducatSon Tru8t 30,000 40,150 Total grants awarded 587,180 565,928 Prlor year grants returned: Comfflunity and Overcoming Barriers 17,045) (4,000) 580,135 561,928 Grants payabla A total of 76 grants V￿re awarded to institutions for the year ended 31 March 2024 {2023 - 72). None of the grants were lo Indlvlduals In either financial year. The tTUStees have elected not lo disclose a full list of the grant reclpients for either financial year as they considered that none of the grants were Indlvldually material in the context of the chgrily's total charllable expenditure, The amount of each grant award ranged from £1,000 to £15.000 for the year ended 31 March 202412023 - £1,500 to £25,150). Support costs Support Governance costs costs 2024 Support Governance costs costs 2023 Audit fees Trustees. expenses Staffing Office costs 9,264 420 8.244 3,155 9.264 420 8.244 3,155 8,520 13 7,848 3,720 8,520 13 7,848 3,720 21.083 21,083 20,101 20.101 Analysed belween Charilable activities 21,083 21,083 20,101 20,101 21 P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Trustees None of the Trustees (or any persons connected with Ihem) received any remuneration or benefits from the Charity during the year. Three trustees (2023 - one) incurred expenses which were subsequently reimbursed. These related to computer So￿are licences- travel and accommodation for attendance at the NVCO June 2023 conference,. and Companies House fees. The reimbursed costs tolalled £2,194 {2023'. £13 in respect of a Companies House feel- 10 Employees There were no employees during the year. The key management personnel comprise the Trustees only. 11 Nat galnsl(los$e8) on Investments Unrèstrlcted Endowmont funds funds general 2024 Totol Unreslrfctod Endowment funds funds general 2023 Total 2024 2024 2023 2023 Revaluation of Investments Loss on sale of investments 1.771,530 61,951 1.833,481 (446,547) (31,469) (478,016) (991,291) (18.339) (1.009,630) (18,561) <4,4221 {22,9831 780,239 43.612 823,851 (465,1081 (35,891) 1500,999) The loss on sale of inveslmenls (£991.2911 occurred when the Trustees switched units in the Ruffer Fund. The notional sale was lo transfer the holding to an identical fund with lower charges. The investment princlples remained the same and the loss was a result of the liming of the switch. 12 Taxatlon The Foundation is a registered Charlty. and as such is entitled to certain tax exemptions on Income and profits from investments if these profits are applied solely for charitable purposes. The Charity is not registered for VAT and all expenditure is recorded inclusive of any VAT incurred. -22- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 13 Tanglble Ilxed assels Flxturo• •nd Ilttlng Valuatlon At 1 April 2023 Disposals 1,400 1400) At 31 March 2024 1,000 Depreclatlon and Impalmient Al 1 April 2023 Impaimient losses 450 100 Al 31 March 2024 550 Carrylng amount At 31 March 2024 450 At 31 March 2023 950 Thè above assels comprised pictures and artefaGts that were gifted to the P. H. Holt Foundallon by the Trustees of P.H. Holl Charitable Trust and relate to Ocean Steam Ship Company. the Holt family shipping buslness. Having taken professional advice. the Trustees considered £950 to represent a prudent estimate of thelr valuation as at 31 March 2023. Consequently, a diminution of £450 was made as at that date. Following the auction sale of an artefact, the carrying value of the remaining items as at 31 March 2024 wa8 revised to £450. Thls required the Impalrment provision to be adjusted by £100. The Maritime Museum in LNerpool holds additional historical artefacts which are covered by the Government's indemnity scheme arranged by National Museums Liverpool. As such. no value has been Included in the accounts in respect of Ihese assets. -23- P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 14 Flxed asset Investments Llsted Investments Cash In portfol50 Total At falr value At 1 April 2023 Additions Cash movements Realisedlunrealised gains Disposals 21.775,047 9.896,141 3.715 21,778,762 9,896,141 5,909 1,833,481 (10,908,958) 5.909 1.833.481 (10,908,958) At 31 March 2024 22,595,711 9,624 22,605,335 Carrylng amount At 31 March 2024 22.595.711 9,624 22,605,335 At 31 March 2023 21,775.047 3,715 21,778,762 15 Debtor8 2024 2023 Amounts falllng due wlthln one year: Other debtors Prepayments and accrued income 6,287 188,721 173,305 173,305 194,008 16 Flnanclal Instruments 2024 2023 Carrylng amount of flnanclal assets Instruments measured at cost less impairment Instruments measured at lair value through profil or lo$$ 958,611 22,605,335 1,097,511 21,778,762 Carrylng arnount of flnanclal Ilabllltles Measured at amortised cost 24,880 8,520 17 Credltors: amounts falllng due wlthln one year 2024 2023 Accruals and deferred income 24,880 8,520 -24- J CL J U ¢D ¢D to X 141 0￿) no Ln P. H. HOLT FOUNDATION COMPANY LIMITED BY GUARANTEE NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 21 Related party transactlons There were no disclosable related paty transactions during the year (2023 - none). However, the Charity is a local grant provider which seeks to maintain close links with many parts of the Merseyside Community. Potential conflicts of interest can therefore arise from time to time. Individual Trustees and their Adminislralor do not participate in decisions when they could be perceived to be acling other than in the sole interests of the Charity. 22 Legal Status The Charity is a company limited by guarantee, whose registered office is 151 Dale Street. Liverpo)I, L2 2AH, and has no share capital. In the event of the Charity being wound up, the liability in respect of th e guarant66 is limited to £1 per member of the Charity. Under the Company's Articles of Association, membership is open only to those indivlduals who are trustees of the charity or who are due to be appointed as trustees. -28-