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2022-08-31-accounts

MILLFIELD FOUNDATION ANNUAL REPORT AND FINANCIAL STATEMENTS for the year ended 31 August 2022 Comp3ny number.. 06370560 Registered Charity Number.. 1121630

MILLFIELD FOUNDATION CONTENTS Pagè No. REPORT OF THE TRUSTEES INDEPENDENT AUDITOR'S REPORT STATEMENT OF FINANCIAL AcfiviTIES BALANCE SHEEr io CASH FLOW STATEMENT li NOTES TO THE FINANCIAL STATEMENTS 12 TRUSTEES AND ADVISORS 21

MILLFIELD FOUNDATION REPORT OF THE TRUSTEES The Trustees present their Annual Report and Financial Statements for the year ended 31 August 2022 and confirm that rhey comply with the requirements ol the Charities Act 2011, the Companies Act 2006. and the Charities SORP FRS 102. The Trustees confirm that the financial statemerlts cornply with the charitV'5 governing document, with current Statutory requirements, with applicable accounting standards in the United Kingdom, and with the Charities Statement of Recommended Practice IFRS 1021- Second Edition. The Trustees and Advisors are set out on page 21. REVIEW OF THE YEAR Prlncipal Achievements and Performance Fundroisin9 The charity does not directly engage in fundraising activities, but engages Milllield School to develop relationships with donors who are current and past parents. former pupils and friends ol Millfield School. In pursuing its objectives during the period, the charity received donation income of £593,38912021.. £378,692>, which was comprised of net donations of £557,74012021.. 367,4281 and associated gift aid of £35.64912021.. £11.2641. Investment5 The charity held investment5 at year end of £4,276.46612021.. £4,445,254). The Trustees aim to hold a balanced portfolio of assets that will achieve returns in excess of the Consumer Price Inflation index I-CPI'I + 3% over a rolling 6 year period, without exp051n8 the Charity to excessive risk. One of the Trustee5' responsibilities is to ensure the prudent management and investment of the Charity's assets. The day-to-day mana8ement of the Charity's investment portfolio has been delegated to Rathbone Investment Management Limited and Waverton Investment Management Limited. who the Trustees monitor on a regular ba515. The Trustees have determined that the principal risks and uncertaintie5 relevant to the linantial performance of the Charity are those relating to preservation of capital and investment performance. In response to this Bssessment, the Trustees have approved a Statement of Investment Principles I'lnvestment Policy Statement'l, the rn3in purpose ol which 15 to set details of the investment strategy, the trustee5' investtnent objectives and their èttitude to risk. The investments are held in a range of securities and pooled funds at the discretion of the investment man3ger5. The custody of the underlying assets in which the Charity invests is the responsibility of the investment managers. The Trustee5 do not have any direct relationship with the custodians and consider that adequate controls are in place io secure the safe custody of the Scheme's assets. The investments generated income of £84.24712021.. £80,774) for the year. but suffered a net Ios5 on revaluation at year end of £227,52812021.. £543,623 8ainl. Thi5 deterioration was mainly due to adverse stock market conditions caused by Inflation and ntere5t rates rising more than anticipated. The value and allocation of the Charity's investments as at 31 August 2022 and 2021 are-. Investrnent Manager 2022 2021 Rathbone Inwestment ManageFnerit Limited Wavertcn Investment Management Limited 918.492 21.5% 3,357.974 78.5% 4,276.466 100.0% 1.017,733 22.9% 3.427,521 77.1% 4.445,254 100.0% Gr(Jnt Disbursements The Trustees made grants of individual bursaries to pupils of Millfield during the year of £206.87112021.. £136,954). These grants supported 10 pupils12021'. 8 pupils).

MILLFIELD FOUNDATION FUTURE PLANS During the financial yeèr, the Charity benefitted from the appointment of a Head of Foundation by Millfield Sthool, whose primary role is to generate fundraising income to 8row our endowrnent fund from which the Charity aims to support more pupils in financial need. The success ol Millfield Giving Day In 2021 & 2022 has led to this becoming an annual fundraising initiative and going forward will be complimenred by additional fundraising activities across multiple incorne streams. all ol which, are aimed at existing and prospective donor5 based in the UK and overseas. Our funclrai5ing strategy will be underpinned by significantly increasing our en8agement with Old Millfieldians and parents Ipast and presentl around the world, and by utilising our inaugural 'Case for Support,, which clearly outlines our heritage of philanthropy, the need and how the wider Millfield community can provide their support. STRUCTURE. GOVERNANCE AND MANAGEMENT Governing Dotumenrs Millfield Foundation is a charitable company limited b¥ guarantee, which was incorporated on 13 September 2007. The governing documents ol the Charity are it5 Memorandum and Articles of Associations adopted on incorporation and applied throughout the year ending 31 August 2022. New Articles of Association were adopted, by a special re501ution on 23 August 2022, effective I September 2022. These Articles provide that the majority of Trustees holding office at any one time are nominated by Millfield School which is a separate charitv (registered charity nurnber". 3102831 and also a separate company (company re8lStration no. 5223851. Group Structure crnd Relationships The Charity receive5 donation5 to enable it to grant scholarships and bursaries to current and prospective pupils of Millfield Schools. These donations are received directly or indirectly via the fundraising activities of Millfield Schools. Investments are made through appropriately Qualified Investment Managers. Grant5 of scholarship5 and bursaries are made from restricted or unrestricted funds complying with stipulated requirements. Investment Powers. Policy und Performonce There are no specific restriction5 on the Trustees investment powers, subject to taking advice from 3 reasonably qualified per50ll and where investment deci510ns are delegated, to ensure the delegate is authorised to carry on investment business under the provisions of the Financial Services and Market5 Act 2000. rru5tee Board The Trustee Board is comprised of Appointed Trustee5 nominated by Millfield School and Co-opted Trustees appointed by the Trustee Board. Trustees are usually appointed lor a 3 year term ol office. Retirin8 Trustees are eligible for re-appointment to a aximum of 3 con5&CUtive terrns. The Trustee Board Seeks to have an appropTiète balance ol age. gender and ethnicity. Governor troining The Trustee Board recognises that new Trustees must feel confident that they are equipped to meet their statutory and wider legal responsibilitle5 and appropriate courses and information is mède available to them through the Clerk to the Trustees. Organislitionol monogemenr The Trustees are legally responsible for the overall management and control ol the Charity, including policy setting and strategic planning.

MILLFIELD FOUNDATION The detailed work of the Trustees is delegated to four committee5, each of which operates under terms of reference which are approved by the Trustee 8oard, and which are required to report to the Trustee Board on a regular basis. Audit, Compliance and Risk Committee Finance & Investment Committee Nominations Committee Joint Fundraising Sub-committee (with Millfield 5chooll In addition to the committees, certain members of the Trustee Board also act as Governors lor Millfield School. The day to day running ol the Charity's fundraising and administration activitie5 is delegated to the Headmaster of Millfield, the Headmèster of Millfield Prep School. the Finance Director of Milllield Schools, I'the Executive Group"), as key management personnel, who In turn are supported by the Head ol Foundation and other members of the Senior Leadership Teams I'SLT-I. The Head5 and Finance Director attend meetings of the Charity's Trustee 8oard. The management of investments is delegated to third party investment rnanagers, currently Rathbone Investment Management Limited and Waverton Investment Manègement Limited, who the Trustees monitor on a regular basis. Employee involvement The Charity does not have any employees. Fundraising is managed by Milllield School and investment is delegated to Rathbone Investment Management and Waverton Investment Managernent Limited. 08JEcfivES AND ACTIVITES Charituble Objerts The Charity's principal activity is.. The advancement of education through the provision of scholarships to current and prospective pupils ol any school operated by or otherwise associated with Millfield whose parents or guardians are in need of financial assistance,. and The promotion of such other purposes being exclu51vely choritable according to the law ol England ènd Wales as the Trustees may from time to time determine. The Charity works with Miiifield khool, third party investment managers 3nd donors to build a sustain8ble endowment fund for the provision of scholarships and bursaries. The ability to 8row thi5 provision is significantly affected by the succes5 of fundraising initiative5 undertaken by Milllield School and the ability of delegated investment managers in growing the value of fixed asset investments. In setting the Charity's objectives and planning activitie5, the Trustees have given due regard to the latest guidance on public benefit published by the Charity Commission. FINANCIAL REVIEW For the financial year ended 31 August 2022 Milllield Foundation generated Net Income before Ilosses118ains on investments ol £428,57812021.. £277,594). The irnprovement of £150.984 is a result of increased income of £218,623, driven lar8ely by an increase in donation income of £214,697, offset by an increase in expenses of £67,639 (mainly due to increased grants of £69,917). fhere was a 105s on investment assets of £227.528 incurred12021.. £543,623 gain) during the year. This deterioration was mainly due to adverse stock market condition5 caused by inflation and interest rates rising more than anticipated. Net Income 01 £201,05012021'. £821,217) represents a decline of £620,167 on the previou5 period. This arises from the adverse movement in investments a55et5 01 £771,151. offset by the improvement of £150.984 in Net Income before gainsl Ilossesl explained above. The reserves of the Charity increased by Net Incorne of £201,050 to £4.825.053 at 31 August 202212021.. £4,624,003) and represent both unrestricted funds £1,474,02412021.. £1,151,7321 and restricted fund5 £3,351,02912021.. £3,472,271). The reserves are held in order to fund the future activitie5 of the Charity. These funils are to be used to provide scholarships or byrsaries to pupils where there is a financial need as follows..

MILLFIELD FOUNDATION Name of Fund Current Valve Beneficiarles Tar èted IA) Restricted Funds The Erika Olde Scholarship Fund The RJOM Fund The Guy Bennett Scholarship Fund 762,379 516,293 895,821 Talented dyslexic pupils Children of Old Millfieldians Pupils displaying exceptional talent in the arts All round scholarships lor 6th Form academically able pupi15 Wlth other talents- leadership qu31itie5, music, drama, art & sport Pupils di5pl6ying exceptional talent in the sport of cricket Pupils boarding in Holmcrolt House at Millfield Pupils boarding In St Anne's House èt Milllield Talented 6, Form pupils The PMJ Fund The Tom Maynard Fund The Holmcroft Scholarship Fund The St Anne'5 Scholarship Fund The Gall￿freY Scholarship Fund The Sir Gareth Edwards Ru8bv Scholarship Fund The Sumner Fund 202,500 7,271 145,841 46,141 7,430 135,529 630,815 Annual scholarship lor rugby playing pupils Female pupils with a bias towards science and who otherwise would not alford the fees Pupils displaying exceptional talent in the sport of football io. ii. Tyrone Mings Scholarship Fund Restricted Funds total Unrestricted Funds total 1,009 3,351.029 1,474.024 Scholarships and bursaries at the Tru5tees' discretion Total Funds 4,825,053 The reserves of the Charity are detailed in the Balance Sheet on page 10 of these financial staternents. Broadly. they are made up of Fixed Asset Investments of £4,276.46612021.. £4,445,254> and Net Current Assets 01 £548,58712021.. £178,749). The performance of the Fixed Asset Investments of £4,276.46612021.. £4,445,254) is outlined below.. The value ol the investment managed by Waverton Investment Management Ltd at 31 August 2022 was £3,3S7,974 12021-. £3.427.5211. The investment portltslio had net Ios5 on revaluation of £119,42812021.' 8ain of £428,866) and yielded investment income of E65,59412021.. £73,342) during the period. The value of the investment managed by Rathbone Investment Management Ltd at 31 August 2022 was £918,492 12021.. £1,017.7331. The investment portfolio had net1055 on revaluation of £108,10112021.' gain of £114,757) and yielded investment income of £17,49512021.. £7,432> during the period. FundroAsing The Charity benefits from the fundraising and administration services provided by Millfield School. Fundraising is conducted through the School's foundation office which seek5 donations from lorrner students, parents and other member5 of the School community. The School complies with the Fundraising Regulatorf5 code of practice and Seeks to build positive long-term relationships with potential donor5. Reserves The Trustees, policy is to examine the needs, risks and challenges laced by the Charity in both the Short and medium term along with relevant financial forecasts to consider whether the reserves are sufficient to rneet requ1￿Ments. Reserves as at 31 August.. 2022 2021 Note Total Funds Less.. Restricted Funds Unrestricted Funds and f ree Reserves 4,825.053 4.624,003 13,351.0291 13,472,271) 1,474.024 1,151,732

MILLFIELD FOUNDATION Free Reserves.. The Tru5tee5 note there are free reserves of £1,474.02412021.. £1,151,732) and expect these will continue to grow with the ongoing fundraising work to gerierate donation incorne combined with positive investrnent returns. Restricted Funds.. The restricted funds comprise donations earmarked by the donors, or the terms ol an appeal, lor specific purposes. Restrictions are legally binding on the Trustees. The Trustees do not envisage there being any difficulty in meeting current andlor future obligations of the Charity and note there 15 nts financial dependence on key donors. Trustees, Responsibilities Statement The Trustees Iwho are also directors of Millfield Foundation for the purposes of Company lawl are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting 5tondards (United Kingdom Generally Accepted Accounting Practicel. Cornpany law requires the Trustees to prepare financial statements for each fin3nciè1 year which give a true and fair view of the state ol affair5 of the charitable company and ol the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Trustees are required to: Select suitable accounting policies and then apply them consi5tently', Observe the method5 and principles in the Ch3rities SORP. Make Judgments and estimètes that are reasonable and prudent. State whether applicable UK Accountin8 Standard5 have been followed, subject to any rnaterial departures disclosed and explained in the financial 5tatements-, and Prepare the financial statements on the 8oin8 concern basis unless it 15 inappropriate to presume that the charitable company will continue in business. The Trustees are fesponsible for keeping proper accounting records that di5c105e with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial Statements comply with the Cornpanies Act 2006. They are also responsible for safeguarding the a55ets of the charitable company and hence for taking reasonable steps lor the prevention and detectitsn of fraud and other irregularities. The Trustee5 have referred to the guidance in the Charity Commission's general guidance on Publie Benefit when reviewin8 the Foundation's aims and objectives and in planning the Foundation's future activities. In particular. the Trustees have considered how planned activities will contribute to the aims and objective5 they have set. In so far as the Trustees are aware.. There 15 no relevant audit information of which the charitable company s auditor is unaware.. and TheTrustees have taken all steps that theyought to have taken to make themselves aware of any relevant audit inform3tion and to establish that the auditor 15 èware of that information. The Report was approved by rhe Trustee Board of Milllield Foundation on 16 March 2023 and signed on its behalf by.. J8U LL- DIRECTOR

MILLFIELD FOUNDATION INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF MILLFIELD FOUNDATION Opinion We have audited the financial statements ol Millfield Foundation for the year ended 31 August 2022 which comprise the Statement of Financial Activities, Balance Sheet and Statement tsl Cash Flows and notes to the financial statement5, including 8 summary of significant accountin8 policies. The financial reporting frèmework that has been applied in their preparation 15 applicable law and United Kingdom Accounting Standards. including Financial Reporting Standard 102 The Finonciol Reporting Stundord opplicoble in the UK ond Republic of Irelund Iunited Kingdom Generally Accepted Accounting Practice). In our opinion, the financial 5taternents'. give a true and lair view of the state ol the charitable company's affair5 as at 31 August 2022 and of the charitsble company's net movement in funds, including the income and expenditure, for the year then ended,. have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,. and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for oplnion We conducted our auclit in accordance with InternatiOn31 Stand3rd5 on Auditing IUKI IISA5 IUKII and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilitie5 for the audit ol the financial statement5 section ol our reptsrt. We are independent of the Charity in accordance with the ethical requirements that are relevant to our èudit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirernents. We believe that the audit evidence we have obt3ined is sufficient and appropriate to provide 2 basis lor our Opinion. Concluslons relating to going contern In auditing the financial statements, we have concluded that the Trustees. use of the going concern basis ol accounting in the preparation of the financial statemenrs is appropriate. Based on the work we have perforrned, we have not identified any material uncertaintie5 relatin8 to events or conditions that, individually or collectively, may cast significant doubt on the charitable cornpany's ability to continue a5 a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our re5pon5ibilities and the responsibilitie5 of the Trustees with respect to going concern are described in the relevant 5ection5 of this report. oiher Information The Trustees are responsible lor the other information. The other inltsrrnation comprises the information included in the Report of the Trustees. Our opinion on the financial statement5 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. In connection with our audit of the financi31 staternent5, 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 audit or otherwise appears to be rnaterially misstated. If we identify such material inconslstencies or apparent material misstatements, we 3re required to determine whether there 15 a material misstatement in the financial statements Of a material misstatement ol the other information. If. based on the work we have performed, we conclude that there is a material misstaternent of this other information, we are required to report that fact. We have nothing to report in this re8ard.

MILLFIELD FOUNDATION INDEPENDENT AUDITORS. REPORT TO THE MEMBEAS OF MILLFIELD FOUNDATION Oplnlons on other matter5 prescrlbed by the Companies Act 2006 In our opinion, based on the work undertak@n in the course of the audit.. the information given in the Report ol the Trustees Iwhich includes the Directors, report prepared for the purposes ol Charity 13wI for the financial year for which the financial statements are prepared is consistent with the financial statemeFTrts,' and the directors, report which is included within the Report of the Trustees ha5 been prepared in accordance with applicable legal reouirements. Matters on whlch we are requlred to report by exceptlon In rhe light of the knowledgE understanding of the charitable company and it5 environment obtained in the course ol the audit. we have not identified material misstatements in the Report of the Trustees (which incorporates the Directors. Report). We have nothing to report in respect of the following rnatters in relation to which the Companies Act 2006 requires us to report to vou if. in our opinion.. adequate accounting records have not been kept by the charitable company., or the charitable company financial statement5 are not in agreement with the accounting records and returns., or certain disclosures of Trustees, remuneration specified by law ère not made., or we have not received all the inform3tion and explanations we require for our audit.. or the directors were not entitled to prepare the financièl st3tements in accordance with the small companies, regime and take advantage of the Small companies. exemption5 in preparing the Report of the Trustees and from the requirement to prepare a strategit report. Rèsponslbllltles of Trustee5 for the financial statements A5 explained more fully in the Trustee5' responsibilities statement Set out on page 5, the Trustees Iwho are also the directors of the charitable company for the purp05e5 of company lawl are responsible lor the preparation ol the financial statements and for being satisfied that they give 3 true and fair view. and for such iTTrternal control as the Trustees determine is necessary to enable the preparation of financial statement5 that are free from material mi55tatement, whether due to fraud or error. In preparing the financial statements, the Trustee5 are responsible for 855e5sing the charitable companV5 ability to continue as going concern. disc105ing, a5 applicable, matters related to going concern and using the going concern basis ol accounting unless the Tfu5tees either intend to liquidate the charitable eompany or to cease operations, or have no realistic alternative but to do so. Audil0rf5 responslbilitles for the audlt ot the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements a5 a whole are free from rn8terial misstaternent, whether due to fraud or error, ènd to issue an auditor's report that inclLJdes our opinion. Reasonable a5suran£e is a high level of assurance, but 15 not a guarantee that an audit conducted in accordance with ISAS IUKI will always detect a material mis5taternent when it exists. Misstatements can arise from fraud or errtsr and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of user5 taken on the basi5 of these flnancial statements. Irregularities, includinE fraud, are instances ol non-eompliance with law5 and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misst3tement5 in respect of irregularities. including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.. Based on our understanding of the charitable cornpany and the environment in which it operates, we identified that the principal risks ol non-compli&nce with laws and regul3tion5 related to Charity law. fundraising regulations and GDPR, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the h'nancial statements such as the Companies Act 2006 and the Charities Act 2011.

MILLFIELD FOUNDATION INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF MILLFIELD FOUNDATION We evaluated management's incentives and opportunities for fraudulent manipulation of the financial 5tètements (including the risk of override of contro151. and determined that the principal risks were related to inappropriate journal entries to income. Audit procedures performed by the engagement team included.. Inspecting correspondence with regulator., Di5CUS5ions Wlth management including Consideration of known or suspected instance5 of non-compliance with laws and regulation and fraud.. Evalu3ting management's controls designed to prevent and detert irregularities., and Identifying and testing journals. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularitie5. including those leading to a rn3terial misstaternent in the financial statements tsr non-compliance with regulation. This risk increases the more that compliance with a lèw or resulation is removed from the events and transactions reflected in the financial statements, ès we will be les5 likely to become aware of instances of non-compliance. The risk 15 also greater regarding irregularities occurring due to fraud rather than error, as fraud involve5 intentional concealment. forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is10£3ted on the Financial Reporting Council's website at.. www.fri.or Ilitie5. This description forms part of our auditor's report. Use of our report Thi5 report 15 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'5 rnembers those rn&tters we are required to State to them in an Auditor's report and lor no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members, as a body. for our audit work, forthis reporL or for the opinion5 we have formed. Ix Tracey Young Isenior Statutory Auditor) For and on behalf of Haysmacintyre LLP, Statutory Auditor 10 Queen Street Place London EC4R IAG 29 March .2023

MILLFIELD FOUNDATION STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNTI FOR THE YEAR ENDED 31 AUGUST 2022 hlote Unrestrlcted Funds 12 months ended 31108122 Restricted Funds 12 months ended 31108122 Total Funds 12 month5 ended 31108122 Total Funds 12 months ended 31108121 INCOME FROM.. Donations Investrnents 478,158 21,493 499,651 115,231 63,219 178,450 593.389 84,712 678,101 378,692 80,786 459,478 TOTAL INCOME EXPENDITURE ON.. Costs of raising funds Grant disbursements Governance & adrninistration costs 16,4581 1144,8391 116,4331 1167,7301 119,7611 162,0321 126,2191 1206.8711 116,4331 1249,5231 135,4561 1136,954 19,4741 1181,8841 TOTAL EXPENDITURE 181,7931 NET INCOME BEFORE GAINSIIL055ESI ON INVESTMENTS 331,921 96,657 428.578 277.594 (Lossl/ gain on investment assets NET INCOMEIILOSSI 147,9771 283,944 1179,5511 182,8941 1227,5281 201.050 543,623 821.217 TRANSFER li 38,348 138,3481 NET MOVEMENT5 IN FUNDS 322,292 1121,2421 201.050 821,217 RECONCILIATION OF FUNDS Total funds brought forward at I September 2021las re5tatedl li 1.151.732 3,472,271 4,624.003 3,802,786 TOTAL FUNDSCARRIED FORWARD AT 31 AUGUST 2022 1,474,024 3.351,029 4,825.053 4,624,003 The results for the period derive from continuing activit￿e$ and there are no gains or losses other than those shown above. The notes on pages 12 to 20 form part of these financial statements.

MILLFIELD FOUNDATION BALANCE SHEET AT 31 AUGUST 2022 Note Total Funds Asat 3110812022 Total Funds A5at 3110812021 las reststedl FIXED ASSETS Tangible assets Investments 4,276,466 4,445,254 CURRENT ASSETS Debtors Cash at bank and in hand 485,083 96.177 569,387 194,281 CREDITORS Amounts falling due within one year NET CURRENT ASSETS 548 587 178 749 NET ASSETS io 4.825.053 4,624.003 CHARITY FUNDS Restricted income funds Unrestricted income funds 3,351,029 1,474.024 3,472,271 1,151,732 TOTAL CHARITY FUNDS li 4,825,053 4,624,003 se inancial statements were approved by the Trustees on 16 March 2023 and si8ned on their behalf bv.. HE Truste s on pages 12 to 20 form part of these financial statement5. 10

MILLFIELD FOUNDATION CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2022 12 months 14 months ended ended 3110812022 3110813021 Cash flow from operating attlvltles Note Net income for period 201,050 821,217 Adjustrnent to cash flow5 from non-cash items.. Investment income L055 1 Igainl on foreign exchange difference5 Net loss / Igainl on revaluation 184,7121 15.4801 227,528 180,7741 2,494 1543.6231 Working Capital adjustment5'. Ilncreasel in debtor5 Increase / (Deereasel in creditors Net cash flow Irorn operatin8 activities 1388,9061 176.2051 Cash flow from bnvesting attivitles Payments to acquire investments Receipts from sales of investments Net cash flow from investing artivitie5 11,330.6231 11,311.2361 1 125 246 492 577 77 18 6I91 Cash flow from financlng activities Investment income Net cash flow from financing activitie5 .712 Net Idecrea5el in cash and Cash equivalents 1165.9171 1623A821 Cash and cash equivalents at l Septem￿1 2021 398 950 1022 432 C35h and cash equlvalents at 31 Au8llSt 2022 Cash and cash equivalent5 consists of.. Cash at bank and in hand Short term deposlts Cash and cash èqulvalents at 31 August 2022 84,304 148 729 98,104 300 846 The note5 on pa8es 12 to 20 form pan ol these financial statement5.

MILLFIEID FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31AUGUST2022 GENERALINFORMATION The Charity is è company limited by guarantee, incorporated in England & Wale5, and consequently does not have a share capital. Each of the member5 15 liable to contribute an amount not exceeding £1 towards the assets of the company in the event of the Charity bein8 wound up. The address of the Re8lStered Office is provided on page 21 of these financial Statements. ACCOUNTING POLICIES The principal accounting policies adopted in the prepèrètion of the financial statements are set out below and have remained unchanged from the previous year. and also have been consistently applied within these accounts. 1.1. BASIS OF PREPERATION OF FINANCIAL STATEMENTS The financial statements have been prepared under the historical cost convention with items recogni5ed at cost or tran53Ction value unles5 Otherwise stated in the relevant notes to these accounts. The financial statements have been prepared in èceordance with Accounting and Reporting by Charities.. Statement of Recornmended Prattice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland i$5ued in October 2019, the Financial Reporting Stand3rd applicable in the United Kingdom and Republic ol Ireland IFRS 1021. the Charities Act 2011. the Companies Act 2006 and the UK Generally Accepted Accounting Practice. The Charity constitutes a public benefit entity as defined by FRSIO2. The effects of events in relation to the year ended 31 August 2022 which occurred before the date of approval of the financial staternents by the Trustee Board, have been included in the 5t3tements to the extent required to show a true and fair view of the State of affairs èt 31 August 2022 and of the results for the year ended on that date. The Tru5tee5 have reviewed the ChaTity'5 expectations and intentions lor the next 12 months and they consider that the current and future sources ol funding or support will be more than adequate for the Charity's needs. The Trustee5 have therefore adopted the going concern basis of accountin8. The financial statement5 are presented in sterling which is the functional currenry of the Charity and rounded to the ne3rest £1. The financial stsrements are prepaTed for the year ended 31 Au8USt 2022. The comparative figures are for 14 months ended 31 August 2021. 1.2. INCOME Voluntary incorne 15 received by way of donations and gifts and is included in full in the Statement ol Financial Activities when receivable. Donated seNices and facilities are included at the value to the Charity where this can be quantified. The value of services provided by volunteers has not been included in these account5. Incoming resources frorn charitable trading activities such as fundraising event5, are accounted for when earned. 1.1. EXPENDITURE Resources expended are recogni5ed in the period in which they are incurred. Resources expended include attributable VAT which cannot be recovered. Costs of generating funds comprise the costs associated with attracting voluntary income and the costs ol trading lor fundrai5in8 purposes. Charitable expenditure comprises those costs incurred by the Charity in the delivery tsl its activities and Services lor its beneficiaries. 12

MILLFIELD FOUNDATION NOTES TOTHEACCOUNTS FOR THE YEAR ENDED31AUGUST 2022 Governan£e costs include those costs associated with meeting the constitutional and statutory requirements ol the Charitv including direct and related support costs. All costs are allocated between the expenditure categories of the SOFA on a basis designed to reflect the use of the resource. 1.4. TANGIBLE FIXED ASSETS AND OEPRECIATION The cost of fixed assets is their purchase cost. rogether with any Incidental cost5 of acquisition. Depreciation is calculated 50 è5 to write off the cost ol tangible fixed assets. less their estimated residu31 value5, over the expected u5efv1 economic live5 of the assets concerned. The principal annual rates used for this purp05£ 15.. 5trai8ht Line Basi5 % 20 Website 1.5. FIXED ASSETS INVESTMENTS Fixed assets investment5 in Quoted shares. traded bonds and similar investments are initially measured at cost and Subsequently at fair value at the reporting date. Investment gains and losses. whether realised or unrealised, are combined and reported within the Statement of Financial Activitie5. 1.6. INTEREST RECEIVABLE Interest on funds held on deposit 15 included when receivable and the amount can be rneasured reliably by the Charity,. this 15 normally Ljpon notification ol the interest paid tsr payable by the Bank. 1.7. FINANCIAL INSTRUMENTS The Charity only ha5 financial assets and financial liabilities of a kind that qualifies as basic financial instruments. Basic financial instruments 3re initially recognised at transaction value and subsequently measured at their settlement value. 1.8. FUNDACCOUNTING Unrestricted funds are available for use at the discretion of the Trustees in furtherance of the general objective5 of the Charitv. fiestricted incorne funds are funds subject to a specific trust declared by the donorlsl. They are expendable at the discretion of the Trustees in furtherance ol the particular purpose ol that Fund. A5 of I September 2021, the Charity moved £69.555 from Discover Brilliance Fund Ire5tricted fund) into general fund (unrestricted funds) as donations have the same purpose as per the Charity objectives.. to provide scholarship5 and bursaries. As a result, the balance of restricted funds on I September 2021 decreased by £69,555 and the balance ol unr£5tritted funds increased by £69,555. As of 26 January 2022, the Charity has moved £38,348 from The T N Fund Ire5tricied fund) into unrestrieted funds as donations to thi5 fund were no longer subject to any specific restrictions. 1.9. DEBTORS Trade and other debtors are recognised at the settlement value due less provision required for bad or doubtful debts. 1.10. CREDITORS AND PROVISIONS Creditors and provisions are reeognised where the Charity has a present obligation resultin8 from a past event that W￿11 probably result in the transfer of funds to a third party and the amount due can be measured reliably. Creditors and provi5ion5 are normallv reeo8nised at their settlement amount allowing lor any trade discounts due. 1.1 I.CASH AT BANK AND IN HAND Cash at bank and in hand Includes cash and 5hort-term high liquid investments wlth a short maturity ol less than three months from the date of acquisition or opening of the deposit or similar èccount. 13

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2022 TAXATION The company is a registered Charity and as such 15 entitled to tax exernptions on income and gains properly applied for its charitable purposes. NET INCOME Unrestricted General Funds 2022 Rèstricted Funds Total Funds Total Funds 2022 2022 2021 Net income is stated after charging.. Fees payable to auditors.. Audit Fee Accountancy Fee 9,600 9,600 9,600 6,(M)O ANALY51S OF INCOME Unrestrirted General Funds 2022 Restricted Funds Total Funds Total Funds 2022 2022 2021 Donations Donations received Gift aid reteived 454,000 24,158 478,158 103,740 11,491 115,231 557.740 35.649 593,389 367,428 11,264 378,692 b. Investments Investment income Interest Received 21,028 465 21,493 63,219 84,247 465 84,712 80,774 12 80,786 63,219 PRIOR YEAR ANALYSIS OF INCOME Unrestiitted General Funds 2021 Restricted Funds Total Funds Total Funds 2021 2021 2020 a. Donation5 Donations received Gift aid received 115,653 1,891 117,544 251,775 9,373 261.148 367,428 11,264 378,692 472,324 126,250 598,574 b. Investment5 Investment income Interest Received 18,857 12 18,869 61,917 80,774 12 80,786 56,123 150 56,273 61.917 14

MILLFIELD FOUNDATION NOTES TOTHE ACCOUNTS FOR THE YEAR ENDED 31AUGUST 2022 5. TOTAL RESOURCES EXPENDED Grant DlsbursementS Costs of raising lunds Governance & Admin Costs Total Expenditur* Total Expenditure 2022 2022 2022 2022 2021 Grant OlsbursementS Provision of individual bursaries 206,871 206,871 136.954 Investment management Investment rnanagernent fees L0s51lgainl on foreigrTr exchange lees 31.699 31.699 32.962 15,4801 15,4801 2,494 Governance & Admlnlstratlon Accountancy lees Audit fees Bank charges Profe5510nèl fees 6.600 9,600 69 164 16,433 6,600 9,600 69 164 6,000 3,000 109 365 181.884 206.871 26.219 249,523 PRIOR YEAR TOTAL RESOURCES EXPENDED Grant Di5bursement$ Costs ol raising funds Govtrnance & Admln Costs Total Expendiiure Total Expenditure 2021 2021 2021 2021 2020 Grznt Disbursemenis PTovision of individual bursaries 136.954 136,954 137,404 Investment m3nagement Investment management fees L05511gainl on foreign exchange fees 32.962 32,962 20,029 2,494 2,494 Governance & Admln15tration Accountancy fees Audit lee5 8ank charges Trustee's Insurance Professional lees 6,000 3.000 109 6,000 3,000 109 4,725 1,800 76 600 164 164,798 365 9.474 365 181,884 136,954 35,456

MILLFIELD FOUNDATION TANGIBLE FIXED ASSETS Website Cost At I September 2021 Disposals 10,700 110,7001 At 31 August 2022 Depreciation At I September 2021 Disp05als 10,700 110.7001 At 31 August 2022 Net l)ook value At 31 August 2022 At I September 2021 INVESTMENTS 2022 2021 Market value at I September 2021 Additions at cost Disposa15 at market value Net110551 /gain on revaluation Gains/llosses1 on foreign exchan8e difference5 Net increaselldecreasel in cash deposits 4,445,254 2.948,385 1,330,623 1.311,236 11,125,246) 1492.5771 1227,5281 543,623 5,480 12,4941 1152,1171 137,081 Market value at 31 August 2022 4,276,466 4.445.254 Investments can be further analysed a5 follows= 2022 2021 Listed investments Cash and settlements pending 4,127,737 148,729 4,144,408 300,846 4,276,466 4,445.254 All investments are held in the UK. The investments are held primartly to provide an Investment return for the Charity.

MILLFIELD FOUNDATION DEBTORS Toial Funds Total Funds 2022 2021 Other debtors 485,083 96,177 485.083 96,177 CREDITORS- AMOUNTS DUE WITHIN ONE YEAR Total Funds Total Funds 2022 2021 Accruals 20.800 15.532 20.800 15.532 io. ANALYSIS OF NET ASSETS BEfwEEN FUNOS Unrestrlcted Restrirted General Funds Fund 2022 Total Funds 2022 2022 Investments Current assets Creditors 948,768 546,056 120,8001 3,327,698 23.331 4,276,466 569,387 120,8001 1,474,024 3,351,029 4.825,053 PRIOR YEAR ANALYSIS OF NET ASSETS BETWEEN FUNDS Unrestrlcted RestrictÈd General Funds Fund 2021 Total Furbd5 2021 2021 Investments Current assets Creditors 987,972 179.292 115,5321 3,457,282 14,989 4,445,254 194,281 115,5321 1,151.732 3,472.271 4.624,003

MILLFIELD FOUNDATION NOTES TOTHE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2022 ii. STATEMENT OF FUNDS Fund Name Atl September 2021 la5 re5tatedl Income Expenditure loss on investment Transfer At 31 August 2022 UNRESTRICTED FUNDS General Fund 1.151.732 499,651 1167,7301 147,9771 38,348 1,474,024 RESTRICTED FUNDS Erika Olde Schtslarship Fund 804.667 14,721 114.9491 142.0591 762,380 RJOM Fund 536,883 20,849 113,4211 128.0181 516,293 Guy Bennett Scholarship Fund 954,165 17,364 126.1171 149.5931 895,819 PMJ Fund 152,382 60,172 19691 19,0841 202,501 Tom Maynard Fund 7,574 140 1441 13991 7,271 Holmcrolt Scholarship Fund 139,931 13,844 18091 17,1251 145,841 5t Anne's Scholarship Fund 48,065 886 12771 12.5331 46,141 Gallifrey Scholarship Fund 7,740 143 1451 14081 7,430 Sir Gareth Edwards Rugby scholarship Fund 147,854 6,343 111,1651 17.5031 135,529 The T N Fund 38,348 138,3481 The Sumner Fund 634,662 42,983 113,9961 132,8341 630,815 Tyrone Mings Scholarship Fund 1,005 178.450 1.009 3.351.029 3A72.271 181,7931 1179,5511 138,3481 TOTAL FUND5 4,624.003 678.101 1249.5231 1227,5281 4,825.053 18

MILLFIELD FOUNDATION NOTES TO THE ACCOUNT5 FOR THE YEAR ENDED 31 AUGUST 2022 PRIOR YEAR STATEMENT OF FUNDS Fund Mame At l July 2020 Income las restated) Expenditure Gain on investment Transfer At 31 August 2021 la5 restated) UNRESTRICTED FUNDS General Fund 885212 205,968 166,8851 127,437 1.151,732 RESTRICTED FUNDS Erika Olde Scholarship Fund 708,814 14,586 116,2821 97.549 804,667 IUOM Fund 480,136 13,793 122,4231 65.377 536,883 Guy Bennett Scholarship Fund 748,606 117.534 125,4971 113,522 954,165 PMJ Fund 118.143 17.823 11,1351 17,551 152.382 Tom Maynard Fund 6.584 136 1601 914 7,574 Holmiroft Scholarship Fund 92,444 32,352 11,0341 16,16g 139,931 St Anne's Scholarship Fund 41,780 866 13811 5.8 48,065 Gallifrey Scholarship Fund 6,728 139 934 7,740 Sir Gareth Edwards Ru8by Scholèrship Fund 127,348 13,014 110,2261 17,718 147,854 The T N Fund 55,741 909 123,9561 5,654 38,348 The Sumner Fund 531.250 42,358 113,9441 74.998 634,662 2,917,574 253,510 IIIA.9991 416.186 3,472.271 TOTAL FUNDS 3.802,786 459,478 1181.8841 543,623 4,624,003 Income- Represents Donations and Gift Aid received by each fund together with Investment Income as allocèted to the specific funo on the basis of quarterly average fund values. Expendlture.. Repre5ent5 Graftts disbursed by each fund together with Inve5tmeni Management Fee5 as allocated to the specific fund on the basis of quarterly average fund values. Other expenses are allocated to the General Fund. IL055esl/Gains on Investment AsStt5'. Allocated to the specific fund on the basis of quarterly average fund values. Purposes of Restrlcted Income Funds: The Erika Olde Scholarship Fund will provide grants to talented dyslexic children, where there is a rtnancial need. The RJOM Fund will provide grants to the children of Old Millfieldians, where there is a financial need. The Guy Bennett Scholarship Fund will provide 8rants to children displaying exceptional talent in the Arts. where there 15 a financial need. 19

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THF, YF.AR ENDED 31 AUGUST 2022 The PMJ Fund will provide All Round scholarships for 6 Form academically able pupils with other talent5- leadership quèlities, music, drama, art & sport Whe￿ there is financial need The Tom Maynard Fund will provide grant5 to pupils displayin8 exceptional talent in the sport of cricket. where there is financial need. The Holmcroft Scholarship Fund will provide grants to pupils boarding at Holmcrtsfr House at Millfield where there TS financial need. The St Anne's Scholarship Fund will provide grant5 to pupils boarding at St Anne's House at Millfield where there is financial need. The Gallifrey Scholarship Fund will provide grants to 51Xth-form pupils where there is financial need. The Sir Gareth Edwards Rugby Scholarship Fund is to be used to provide an annu31 rugby scholarship to a pupil at Miiifield where there is financial need. The T N Fund previously provided specific bursary support for an academically gifted pupil, but as explairied in Note 1.8 on page 13 of these financial statements, these funds were moved into unrestricted funds as of 26 January 2022. The Sumner Fund will provide support to female pupils with a bias towards science and who otherwise would not afford the fees. The Tyrone Mings Scholarship Fund will provide support for pupils displaying exceptional talent in the sport of football. 12. COMPANY LIMITED BY GUARANTEE The Charity, which is a private Cgrnpany, is limiteé b¥ guarantee and does not have a share capital. 13. RELATED PARTY TRANSACTIONS Donation income 15 collected directly by Millfield Foundètion and indirectly via Millfield. Any donations that are collected by Milllield are transferred to Millfield Foundation. Millfield School collected donations of £598,671 and transferred £125,357 within the year, with the balance due of £473.314 included within other debtors. There have been no other related party transactions during the year. 14. TRUSTEES REMUNERATION AND EXPENSES The Trustees have not received any remuneration or expense payments during the year. 15. POST BALANCE SHEET EVENTS New Articles of Association were adopted, by a special re501ution on 23 August 2022, effettive I September 2022. These Articles provide that the majority of Trustees holding office at any one time are nominated by Millfield School which 15 separate charity Ire8iStered charity number.. 3102831 and a150 è separate company Icompany re8lStration no. 5223851. 16. PRIOR YEAR ADJUSTMENT In the previous period, donation income received from the Discover Brilliance Campaign of £69,555 was incorrectlv classified as a separate restricted fund. The purpose of this campaign is to raise iTrcome for 8eneral schtslarships and bursaries which is the same purpose as the unrestricted funds". (general fundl. The balance on I September 2021 has been restated by increasing the Unrestricted income funds balance by £69,5551£1,151,732 restated compared to £1,082,177) and reducin8 the Restricted iricome fund5 balance by the same amount1£3,472,271 restated compared to £3,541.8261. 20

MILLFIELD FOUNDATION TRUSTEE5. ADVISORS ANO KEY STAFF FOR THE YEAR ENDED 31 AUGUST 2022 TRUSTEES: B Aliiadeh R K Bennett (appointed 16 November 20221 W J Bushell Mr5 J E Derbyshire (resigned 30 Septernber 20211 D A Goodhew Iresigned I September 20221 T P Griffiths P M Johnson DBAPinto MALSimon A H West (appointed 23 August 20221 SECRETARY: R K Summerhayes (appointed 24 May 20221 REGISTERED OFFICE.. Butleigh Road Street England BA16 ODY REGISTERED NUMBERS.. Companv Charity 06370560 1121630 AUDITORS.. Hay5macintyre LLP 10 Queen Street P13ce London EC4R IAG BANKERS.. HSBC 41 Southgate Street Bath BAI ITN SOLICITORS: VWV Bristol Narrow Quay House Narrow Quay Bristol 8SI 4QA INVESTMENT MANAGERS: Waverton Investment Management Ltd 16 Babmaes Street London SWIY 6AH Rathbone Investment Management Limited Port ol Liverpoo18uilding Pier Head Liverpool L3 INW