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← Millfield Foundation

2023-08-31-accounts

MILLFIELD FOUNDATION ANNUAL REPORT AND FINANCIAL STATEMENTS for the year ended 31 August 2023 Company number.. 06370560 Registered Charity Number.. 1121630

MILLFIELD FOUNDATION CONTENTS Page No. REPORT OF THE TRUSTEES INDEPENDENT AUDITOR'S REPORT STATEMENT OF FINANCIAL ACTIVITIES io BALANCE SHEET li CASH FLOW STATEMENT 12 NOTES TO THE FINANCIAL STATEMENTS 13 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 2023 and confirm that the financial statements cornply with the Charity'5 governing document, with current 5t3tutory requirements (including the requirements of the Charities Act 2011 and the Companies Act 20061, 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 The Charity receives donations to enable it to grant Scholarships and bursaries to current and prospective pupils of Millfield School and Millfield Prep School Itogether-Millfield"I whose parent5 are in need of financial a5S15tance. These donations are invested directly through appropriately qualified investment managers. Grants of scholarships and bursaries are made from restricted fund5 complying with statutory requirernents and donor 5tipulatiOn5. Principal Achievements znd Performance Fundruising The Charity does not directly undertake fundraisin8 activities, but supports Millfield to develop relationships with donors, who include current and past parents, former pupils and friends of Millfield. In pursuing its objectives during the period, the Charity received donation income of £851,05912022.. £593,3891, which was comprised of net donation5 of £816,29412022.. £557,740) and associated gift aid of £34,76512022-. £35,649). Trustees are cognisant that the fundraising function at Millfield is still relatively new and ha5 been through a recent period of change.. industry 5tat15tlC5 Show that long-standing departments who have developed and built personal relationships are most successful at raising significant donations and this is the longer term target. Since the year- end, Key Performance Indicators have been developed by Millfield lin consultation with the charity) and they are now using these to monitor fundr3ising performance acr055 SIX target area5 Ilncome/return on investment and legacie5', 90th anniversary fundraising,. international branches.. meetings with donors.. engagement with Oms, parents and donors; and legacies). Inve5tmerJt5 The Charity held investments at year end of £5,137,67912022.. £4,276.4661. The investments 8enerated income of £93,44412022.' £84,247) for the year, but suffered a net loss on revaluation at year end of £115.74912022.. £227,528 Ios51. Thi5 deterioration was mainly due to adverse Stock market condition5 caused by inflation and increasing interest rates. The value and allocation of the Charitws investments as at 31 August 2023 and 2022 are.. Investment Manager 2023 2022 Rathbone Investment Management Limited W3verton Investment Management Limited Vanguard Investments UK Limited 14,520 4,131,297 991,862 5,137,679 0.3% 80.4% 19.3% ioo.o% 918,492 3,357,974 21.5% 78.5% O.OYo ioo.o% 4,276,466 During the year, Trustees reviewed the performance of the appointed investment manager5 who carry out the day-to-dav management of the Ch3riWs investment portfolio and received formal pre5entatiOn5 from the incumbent investment m3nz8ers, Rathbone Investment Management Limited I"Rathbone"l and Waverton Investment Management Limited I"Waverton~l. Following thi5 review, Trustees agreed to move funds from the actively m3naged portfolio with Rathbone, to Vanguard Investments UK Limited I"Vanguard"l ESG Developed World All Cap Equity Index Fund, a passively managed fund which tracks the performance of the FTSE Developed All Cap Choice Index. The Trustees will continue to monitor the performance of both investment manager5 and the benefit5 of active and passive investing on a regular basis. The investments held with Waverton remain in a bespoke, actively rnanaged fund which excludes'sin, stocks, including non-renewable energy companies.

MILLFIELD FOUNDATION Gront Disbursements The Trustees made grants of individual scholarships and bursaries to pupils of Millfield during the year of £185,91312022'. £206,871). These grants supported 10 pupils12022.. 10 pupils). FUTURE PLANS The Charity's primary focus remains acting as custodian of the endowment funds raised in conjunction with Millfield. To that end, the Trustees continue to meet regularly to review investment strategy and performance, the charity's cashflow position and the awarding of grant disbursements to pupils attending or seeking to join Millfield. The Trustees will continue to support fundraising initiatives developed by the Head of Foundation who is employed by Millfield. STRUCTURE, GOVERNANCE AND MANAGEMENT Governing Document5. Group Structure ond RelotionshNp5 Millfield Foundation is a charitable company limited by guarantee, which was incorporated on 13 September 2007. The governing documents of the Charity is its Articles of As50C13tion51"Article5"1 which were amended and adopted by a special resolution 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 which is a separate charity (registered charity number.. 3102831 and company (company registration number 5223851. As Millfield 15 deemed to have effective control over Miiifield Foundation, it ha5 consolid3ted these accounts into its own financial statements. Inve5tmerJt Power5. Policy and Performonce The Trustees have determined that the principal risks and uncertaintie5 relevant to the financial performance of the Charity are those relating to preservation of capital and investment performance. In response to this assessment, the Trustees have put in place an Investment Policy Statement which sets out the investment strategy, the Trustees, investment objectives and their attitude to risk. There are no specific restrictions on the Trustees, investment power5, subject to taking such advice as they consider is reasonably necessary from a person reasonably believed to be qualified by ability or experience. Where investment decisions are delegated, Trustees must ensure that the delegate is authori5ed to carry on investment business under the provisions of the Financial Services 3nd Markets Act 2000,. the investment policy is set out in writing, investment performance is reviewed regularly,. the policy and the delegation reviewed biennially; and the delegate acts within the Trustees. investment powers. The Trustees airn to hold a balanced portfolio of asset5 that will achieve long-term growth from capital appreciation and income in excess of the Consumer Price Inflation index I"CPI~I without exposing the Charity to undue risk. One of the Trustees, responsibilities 15 to ensure the prudent management and investment of the Charity's assets. During the year, the day-to-day management of the ChariW5 inve5trnent portfolio has been delegated to Waverton Investment Management Limited and Rathbone Investment Management Limited, the latter recently replaced by Vanguard Investments UK Limited, who the Trustees monitor on a regular b35lS Via the Finance & Investment Committee. The investments are held in a range of securities and pooled funds at the discretion of the investment managers. The custody of the underlying a5set5 in which the Charity invests 15 the responsibility of the investment rnanagers. The Trustees do not have any direct relationship with the investment managersl custodians and consider that adequate controls are in place to secure the Charitvs investments and safe custody of it's assets. Trustee Board The Trustee Board, a maxirnum of up to ten trustee5, is comprised of Appointed Trustees norninated by Millfield and Co-opted Trustees appointed by the Trustee Board. Trustees are usually appointed for a 3-year term of office. Retiring Trustees are eligible for re-appointment to a maximurn of 3 consecutive terrn5. The Trustee Board Seeks to have trustees with 3 wide range of skills (including finance, investment management and fundraising) and an appropriate balance of age, gender and ethnicity. The Nominations Committee is responsible for succession plannin8, reviewing the skills mix on an annual basis and proposin8 new trustees.

MILLFIELD FOUNDATION Trustee Troining The Trustee Board recognises that new Trustees must feel confident that they are equipped to meet their statutory and wider legal responsibilities and appropriate Charity Commission information is made available to them through the Company Secretary. Orgunisotionol Mant)gement The Trustees are legally responsible for the overall management and control of the Charity, including policy setting and strategic planning. The detailed work of the Trustees is delegated to four committees, each operating under terms of reference approved by the Trustee Board, and which 3re required to report to the Trustee Board on a regu13r b3SI5. Audit, Compliance and Risk Committee Finènce & Investment Committee Nominations Committee Joint Fundraising Sub-committee (with Millfieldl In addition to the committee5, certain member5 of the Trustee Board also act a5 Governors for Millfield. The Charity's fundraisin8 and administration activities are delegated to Millfield which is managed on a day to day basis by the Headrnaster of Millfield School, the Headrnaster of Millfield Prep School and the Finance Director of Miiifield, I'the Executive Group"), who are supported by the Head of Foundation and other members of the Senior Leadership Teams I"SLf'i. The Heads, Fin3nce Director and Head of Foundation attend meeting5 of the Charity's Trustee Board. The man3gement of investments 15 delegated to third party investment managers, currently Vanguard Investment UK Limited and Waverton Investment Management Limited, who the Trustees monitor on a regular basis. Employee involvement The Charity does not have any employees. OBJECTIVES AND ACTIVITES Churituble Objetts The Charity's objects are.. The adv3ncement of education through the provision of scholar5hip5 to current 3nd prospective pupils of any school operated by or otherwise associated with Millfield whose parent5 or guardians are in need of financial a5S15tance', and The promotion of such other purposes being exclusively charitable according to the law of England and Wales as the Trustees may from time to time determine. The Charity works with Millfield, third party investrnent managers and donors to build a sustainable endowment fund for the provision of scholarship5 8nd burs3ries. This provision 15 signific3ntly affected by the success of fundraising initiatives undertaken by Millfield and the ability of delegated investment managers to grow the value of fixed asset investments. In setting the Charity's objectives 3nd planning activities, the Trustees h3ve given due regard to the latest guidance on public benefit published by the Charity Commis510n. FINANCIAL REVIEW For the financial year ended 31 August 2023 Millfield Foundation generated Net Income Before Losses on Investments of £723,685 12022.. £428,578). The improvement of £295,107 is a result of increased income of £278.716. driven largely by an increase in donation income of £257,670. There was a loss on investment assets of £115,74912022.. £227,528 lossl during the year. Such result was mainly due to adverse stock market conditions caused by inflation and interest rate5 rising more than anticipated. Consequently. Net Income increased to £607.93612022.. £201.0501 an improvement of £406.886 on the previous year.

MILLFIELD FOUNDATION The reserves of the Charity increased by Net Incorne of £607,936 to £5,432,989 at 31 August 202312022.. £4,825,0531 and represent restricted fund5 of £5,432.989 la5 restated 2022.. £4,825,053). The re5erve5 are held in order to fund the future activities of the Charity. These funds are to be used to provide scholarships or bursaries to pupils where there is a financial need as follows.. Name of Fund Current Value Benèficiaries Ta èted Restrlcted Funds The Erika Olde Scholarshi The ￿0m Fund The Guy Bennett Scholarship Fund Fund 739,539 Talented dyslexic pupils 500.728 Children of Old Millfieldians 870,913 Pupils displaying exceptional talent in the arts All round 5cholar5hips for 6, Forrn ac3dernically able pupi15 Wlth 207,664 other talents- leadershi ualities, music, drama, art & sport 7.158 Pupils displaying exceptional talent in the sport of cricket 154,833 Pu ils boardin in Holmcroft House at Millfield 45,427 Pupils boarding in St Anne'5 House at Millfield Talented 6th Form The PMJ Fund The Tom Maynard Fund The Holmcroft Scholarshi Fund The St Anne'5 Scholarship Fund The Gallifrey Scholarship Fund The Sir Gareth Edwards Rugby Scholarship Fund The Sumner Fund 154,880 Annual scholarship for rugby playing pupils 630.188 Fem31e pupils with a bia5 toward5 science and who otherwise would not afford the fees 993 Pupils displaying exceptional talent in the 5POrt of football 2.120,666 Current and prospective pupils of any school operated by or otherwise associated with Millfield io. ii. 12. Tyrone Ming5 Scholarship Fund General Fund Total Restridèd Funds 5,432,989 The reserves of the Charity are detailed in the Balance Sheet on page 11 of these financial statements. Broadly, they are made up of Fixed Asset Investments of £5,137,67912022'. £4,276,4661 and Net Current Assets of £295,31012022'. £548,587). The performance of the Fixed Asset Investments of £5,137,67912022'. £4,276,466) is outlined below.. The value of the investment managed by W3verton Investment Management Ltd at 31 August 2023 was £4.131,297 12022.. £3,357,974). The investment portfolio had net loss on revaluation of £60,42512022'. loss of £119,428) and yielded investment income of £76,29912022.. £65,5941 during the period. The value tsf the investment managed by Rathbone Investment Management Ltd at 31 Au8U5t 2023 was £14,521 12022.. £918,492). The investment portfolio had net loss on revaluation of £47,18612022.. loss of £108,101) and yielded investment income of £17,14512021'. £17,495) during the period. The value of the investment managed by Vanguard Investment UK Limited at 31 August 2023 was £991,862. The investment ptsrtfolio had net Ios5 on revaluation of £8,138. No investment income was yielded in the period. A5 thi5 fund only comrnenced this year there are no prior year cornparative5. Fundruising The Charity benefit5 from the fundraising and admini5tratlOll 5ervice5 provided by Millfield. Fundraising is conducted through Millfield School's Found3tion Office which seeks donations from former students, parents and other members of the School community. The School complies with the Fundraising Regulator's Code of Practice and seeks to build positive long-term relationships with potential donors. In 2023. the Trustee Board agreed to adopt Millfield's Acceptance of Donations Policy. Reserve5 The Trustees seek to grow reserves by means of substantial donations in order to provide scholarships and bursaries to Millfield pupils from the income derived from the investment of these donations. Short-term liquidity requirements mainly relate to schol3rship and bur53ry payments which fall due at the start of each term,. the funds available for grants are usually determined before the start of each academic year.

MILLFIELD FOUNDATION The Trustees monitor the needs, risks and challenges faced by the Charity in both the short and medium term along with relevant financial forecasts to consider whether the reserves are sufficieni to meet requirements. Reserves as at 31 August.. 2023 2022 Note io Total Restricted Funds 5,432,989 4,825,053 Restricted Funds.. The Tru5tee5 note there are restricted re5erve5 of £5.432.98912022.. £4,825,053) and expect these will continue to grow with the ongoing fundraising initiatives to generate donation income. The restricted fund5 cornprise donations earmarked by the donors, or the terms of èn appe31, for specific purposes. Restrictions are legally bindin8 on the Trustees. The Trustees do not envisage there being any difficulty in meeting current and/or future obligations of the Charity and note there is no financial dependence on key donors.

MILLFIELD FOUNDATION

Trustees' Responsibilities Statement

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

Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of 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:

The Trustees are responsible for keeping proper accounting records that disclose 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 Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees have referred to the guidance in the Charity Commission's general guidance on Public Benefit when reviewing 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 objectives they have set.

In so far as the Trustees are aware:

The Report was approved by the Trustee Board of Millfield Foundation on 12 March 2024 and signed on its behalf by:

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W J BUSHELL- CHAIR OF TRUSTEES

6

MILLFIELD FOUNDATION INDEPENDENT AUDITORS, REPORTTOTHE MEMgERS OF MILLFIELD FOUNDATION Oplnlon We have audited the financial statements of Millfield Foundètion for the yeèr ended 31 August 2023 which comprise the Statement of Financial Activities, Balance Sheet and Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting frarnework that ha5 been applied in their preparation 15 applicable law and United Kingdom Accounting Standards, includinB Financial Reporting Standard 102 The Financial Reporting Stondt)rd opplicoble in the UK ancl Republic of Ireland (United Kingdom Generally Accepted Accounting Practicel. In our opinion. the financial statements.. give a true and fair view of the state of the charitable company's affairs as at 31 August 2023 and of the charitsble companV5 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. basls for oplnlon We conducted our audit in accordance with International Standards on Auditing IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial Statements Section of our report. We are independent of the Charity in accordance with the ethical requirement5 that are relevant to our audit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirement5. believe that the audit evidence we have obt3ined is sufficient and appropri3t& to provide a basis for our opinion. Conclusions relating to going concern In auditin8 the financial statements, we have concluded that the Trustees, use of the 80in8 concern basis of accounting in the preparation of the financial statement5 is appropriate. Based on the work we have performed, we have not identified any material uncertainties re13ting to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant settions of this report. Other Informatlon The Trustees are responsible for the other information. The other information comprises the information included in the Report of the Trustees. Our opinion on the financial statements does not cover the other inforrnation and, except to the extent otherwise explicitly stated in our report, we do not expres5 any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information 15 materially inconsistent with the financial staternents, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a materi31 mi55tatement in the financial 5t3tements or a material rnis5t3tement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MILLFIELD FOUNDATION INDEPENDENT AUDITORS, REPORTTOTHE MEMgERS OF MILLFIELD FOUNDATION Oplnlons on other matters prescrlbed by the Companles Act 2006 In our opinion. based on the work undertaken in the course of the audit.. the information given in the Report of the Trustees (which includes the Directors, Report prepared for the purposes of Charity lawl for the financial year for which the financial statements are prepared 15 consistent with the financial statements. and the Directors, Report which is included within the Report of the Trustees has been prepared in accordance with 3pplicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and underst3nding of the charitable comp3ny and its environment obtained in the course of the audit, we have not identified material misstatement5 in the Report of the Trustee5 (which incorporate5 the Directors, Report). We have nothing to report in respect of the following rn3tters in relation to which the Companies Act 2006 require5 U5 to report to you if, in our opinion.. adequate accounting records have not been kept by the charitable company,. or the charitable comp3ny financial statements are not in agreernent with the accounting records and returns. 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 audit.. or the director5 were not entitled to prepare the financial statement5 in accord3nce with the small companie5, regime and take advantage of the small companies, exernptions in preparing the Report of the Trustees and frorn the requirement to prepare 3 strategic report. Responslbllltles of Trustees for the financlal ststements As explained more fully in the Trustees. responsibilities statement set out on page 6, the Trustees (who are also the directors of the charitable company for the purposes of company lawl are responsible for the preparation of the financial statements and for being 5ati5fied that they give a true and fair view, and for such internal control 35 the Tru5tee5 determine is necessary to en3ble the preparation of financial statements that are free frorn material misstatement, whether due to fraud or error. In preparing the financial 5tatementS, the Trustees are responsible for assessing the eharitable ctsmpèny's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and u5in8 the goin8 concern basis of accounting unless the Trustee5 either intend to liquidate the ch3ritable company or to cease oper3tions, or have no realistic alternative but to do so. Audltor's responslbilitles for the audlt of the flnanclal statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to Issue an auditorfs report that includes our opinion. Reasonable assurance is a high level of a55urance, but is not a guarantee that an audit conducted in accordance with ISAS IUKI will alway5 detect a rnaterial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial Statements. Irregularities, including fraud, are instance5 of non-compliance with law5 and regulation5. We design procedure5 in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.. Based on our understanding of the charitable company and the environment in which it operates, we identified that the principal risk5 of non-compliance with 13ws and regulation5 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 financial statements such as the Companies Act 2006 and the Charities Act 2011.

MILLFIELD FOUNDATION INDEPENDENT AUDITORS, REPORT TO THE MEMgERS OF MILLFIELD FOUNDATION We evaluated management's incentives and opportunities for fraudulent manipulation of the financial ststernents (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries to income. Audit procedure5 performed by the engagement te3rn included.. Inspecting correspondence with regulator; Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud,. Evaluating man3gemenVs controls designed to prevent and detect irregularities; and Identifying and testing journals. Because of the inherent limitation5 of an audit, there 15 a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regu13tion 15 rernoved from the events and tran53Ctions reflected in the financial statement5, 3s we will be less likelv to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at.. www frc or onsibilities. This description forms part of our auditor's report. Use of our ￿port This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we rnight state to the charitable cornpany's members those matters we are required to state to them in an Auditor'5 report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members, as a body, for our audit work, for this report, or for the opinion5 we have formed. Tracey Young (Senior Statutory Audittsrl For and on behalf of Haysmacintyre LLP, Statutory Auditor 10 Queen Street Place London EC4R IAG 5 April 2024

MILLFIELD FOUNDATION STATEMENT OF FINANCIAL AcfiviTIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNTI FOR THE YEAR ENDED 31 AUGUST 2023 Noté Total Restrl¢ted Funds 12 months ended 31108123 Totsl Restrlcted Funds 12 months ended 31108122 INCOME FROM: Donations Inve5tment5 851,059 105.758 956,817 593,389 84,712 678,101 TOTAL INCOME EXPENDITURE ON.. Costs of raising funds Grant disbursements Governance & adrninistration costs TOTAL EXPENDITURE 136,0581 1185,9131 111,1611 1233,1321 126.2191 1206.8711 116,4331 1249,5231 NET INCOME BEFORE ILOSSESI ON INVESTMENT5 723,685 428,578 IL05sI on investment assets NET INCOME 1115,7491 607,936 1227.5281 201,050 NET MOVEMENTS IN FUNDS 607,936 201,050 RECONCILIATION OF FUNDS Total funds brought forward at I September 2022185 re5tatedl io 4,825,053 4,624,003 TOTAL FUNDS CARRIED FORWARD AT 31AUGUST2023 5,432,989 4,825,053 The results for the peiiod derive from continuing activities and there are no gain5 or1055es other than those shown above. The notes on pages 13 to 20 form part of these financial st3tements. 10

MILLFIELD FOUNDATION BALANCE SHEET AT 31 AUGUST 2023 Note Total Funds Asat 3110812023 Total Funds Asat 3110812022 135 re5tatedl FIXED ASSETS Investments 5,137.679 4,276,466 CURRENT ASSETS Debtor5 Cash at bank and in hand 71,567 240 733 312,300 485,083 569,387 CREDITORS Amounts falling due within one year NET CURRENT ASSETS 295 310 548 587 NET ASSETS 5,432,989 4,825,053 CHARITY FUNDS Restricted income fund5 Unrestricted income fund5 io 5,432,989 4,825,053 TOTAL CHARITY FUNDS io 5,432,989 4,825,053 These financial statements were approved by the Trustees on 12 March 2024 and signed on their behalf by.. W J BUSHELL Chair of Trustees The notes on pages 13 to 20 form part of these financial statements.

MILLFIELD FOUNDATION CASH FLOW STATEMENT FOR THE YEAR ENDED 31 AUGUST 2023 2023 2022 Czsh fflow from operating activities Net income for period 607,936 201,050 Adjustment to cash flows from non-cash items.. Investment income L055 1 Igainl on foreign exchange differences Net loss /18ainl on revaluation Bank interest received 193,4451 7,394 115,749 112,3131 184,7121 15,4801 227,528 Working Capital adjustments.. Decrease I Ilncreasel in debtors (Decreasel / Increase in creditors Net Cash flow from operating artivities 413,516 1388,9061 Cash flow from investing activities Payments to acquire investments Receipts frorn 5ale5 of inve5tment5 Net cash flow from investing activities 12,577,0401 11,330,623) 1640 563 1 125 246 C35h fflow from linanting artivities Investment income Bank interest income Net cash flow from financing activities 93,445 12,314 84,712 Net intrèase / Idetreasel in tash and tash equivalents 204,309 1165,9171 C35h and tash equivalents at I September 2022 233 033 398 950 Cash and cash equivalents at 31 August 2023 233 033 Cash and cash equlvalents conslsts of: Cash at bank and in hand short term deposits Cash and cash equivalents at 31 August 2023 240,733 196 609 84,304 148 729 233 033 The note5 on pages 13 to 20 form part of these financial statements. 12

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 GENERAL INFORMATION The Charity is a company limited by 8uarantee, incorporèted in England & Wales, ènd consequently does not have 3 Share capital. Each of the members is liable to contribute an amount not exceeding £1 towards the assets of the company in the event of the Charity being wound up. The addres5 of the Registered Office is provided on page 21 of these financial staternent5. ACCOUNTING POLICIES The principal accounting policies adopted in the preparation 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 PREPARATION OF FINANCIAL STATEMENTS The financial statements have been prepared under the historical c05t convention with items recognised at cost or transaction value unless otherwise stated in the relevant note5 to these accounts. The financial statements h3ve been prepared in accordance with Accounting and Reporting by Ch3rities'. St3tement of Recomrnended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland issued in October 2019, the Financial Reporting Standard applicable in the United Kingdom 3nd Republic of Ireland IFRS 1021, the Charitie5 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 2023 which occurred before the date of approval of the f1nancial statements by the Trustee Board, have been included in the statements to the extent required to show a true and fair view of the state of affairs at 31 August 2023 and of the results for the year ended on that date. The Trustees have reviewed the Chariws expectations and intentions for the next 12 months and they consider that the current and future sources of funding or support will be more than 3dequate for the Charity's needs. The Trustees have therefore adopted the going concern ba515 of accounting. The financial statements are presented in Pounds Sterling which is the functional currency of the Charity and rounded to the nearest £1. 1.2. INCOME Voluntary income is received by way of donations and 8ifts and is included in full in the Statement of Financial Activities when receivable. Donated service5 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 accounts. Incomin8 resources from charitable trading activities such as fundraising events, are accounted for when earned. 1.3. EXPENDITURE Resources expended are recognised in the period in which they are incurred. Resources expended include attributable VAT which cannot be recovered. Costs of raising funds comprise the costs associated with investment management fees and foreign exchange fees. Charit3ble expenditure compri5e5 those cost5 incurred by the Charity in the delivery of its activitie5 and services for it5 beneficiaries. 13

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 Governance costs include those costs associated with meeting the constitutional and statutory requirements of 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. FIXED ASSETS INVESTMENTS Fixed assets investments in quoted shares, traded bonds and similar investments are initially measured at cost and subsequentlv at fair value at the reporting date. Investment gain5 and losses, whether re31i5ed or unreali5ed, are cornbined and reported within the Statement of Financial Activities. 1.5. INTEREST RECEIVABLE Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Charity,. this is normally upon notification of the interest paid or payable by the Bank. 1.6. FINANCIAL INSTRUMENTS The Charity only has financial assets and financial liabilities of a kind that qualifies as basic financial instruments. Basic financial instrurnents are initially recognised at tr3n5action value and subsequently measured at their settlement value. 1.7. FUNDACCOUNTING Restricted income funds are funds subject to a specific trust declared by the donorl51. They are expend3ble at the discretion of the Trustees in furtherance of the particular purpose of that Fund. The General Fund purpose is to provide scholarships and bur5arie5 to any current and prospective pupi15 of any School operated by or otherwise associated with Millfield. This Fund has previously been incorrectly classified as Unrestricted. A prior period adjustment has been made to amend this, please refer to Note 14. 1.8. DEBTORS Trade and other debtors are reco8nised at the settlement value due less provision required for bad or doubtful debts. 1.9. CREDITORS AND PROVISIONS Creditors and provisions are recognised where the Charity has a present obligation resulting from a past event that will probably result in the transfer of fund5 to a third party and the amount due can be measured reliably. Creditors and provisions are normally recognised at their settlement amount allowing for any trade discounts due. I.10.CASH AT BANKAND IN HAND Cash at bank and in hand includes cash and short-term high liquid investments with a short maturity of less than three months from the date of acquisition or opening of the deposit or simi13r 3ccount. TAXATION The Company is a registered Charity and as such is entitled to tax exemptions on income and gains properly applied for its charitable purposes. 14

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 INCOME Total Restricted Fund5 2023 Total Restricted Funds 2022 Net income is stated after charging.. Audit Fees payable 11,040 9,600 ANALYSIS OF INCOME Total Restricted Funds 2023 Total Restricted Funds 2022 a. Donations Donations received Gift aid received 816,294 34,765 851,059 557,740 35,649 593,389 b. Investments Investment income Interest Received 93,444 12,314 105,758 84,247 465 84,712 PRIOR YEAR ANALY515 OF INCOME Unrestrlcted Funds las reststedl 2022 Restrlcted Funds las restated) 2022 Total Funds Total Funds 2022 2021 a. Donations Donations received Gift aid received 557,740 35,649 593,389 557,740 35,649 593,389 367,428 11,264 378,692 b. Investments Investment income Interest Received 84,247 465 84,712 84,247 465 84,712 80,774 12 80,786 15

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 S. TOTAL RESOURCES EXPENDED Grant Disbursements Costs of raising funds Governance & Admin Costs Total Expenditure Totsl Expenditure 2023 2023 2023 2023 2022 Grant Disbursements Provision of individual bursaries 185,913 185,913 206,871 Investment managemènt Investment management fees Lossllgainl on foreign exchange fees 28,664 28,664 31,699 7.394 7,394 15,4801 Governance & Administration Accountancy fees Audit fees Bank charge5 Professional fees 6,600 9,600 69 164 249,523 11,040 121 11,040 121 185,913 36,058 11,161 233,132 PRIOR YEAR TOTAL RESOURCES EXPENDED Gr3nt Disbursements Costs of raising funds Governance & Admin Costs Total Expenditure Total Expenditure 2022 2022 2022 2022 2021 Grant Disbursements Provision of individual bursaries 206,871 206,871 136,954 Investment management Investment management fees Lossllgainl on foreign exchange fees 31,699 31,699 32,962 15,4801 15,4801 2,494 Governance & Admlnlstratlon Accountancy fees Audit fees Bank charges Professional fees 6,600 9,600 69 164 16,433 6,600 9,600 69 164 249,523 6,000 3.000 109 365 181,884 206,871 26,219 16

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 INVESTMENTS 2023 2022 Market value at I September 2022 Addition5 at cost Disposals at market value Net Ilossl on revaluation IL055esl/gain on foreign exchange differences Net increaselldecreasel in cash deposits Market value at 31 August 2023 4.276,466 2,577,040 11,640.5631 1115,7491 17,3941 47,880 5.137,679 4,445,254 1,330,623 11,125,246) 1227,5281 5,480 1152,1171 4,276,466 Investmenis can be further analysed ès follows.. 2023 2022 Listed investments Cash and 5ettlernents pending 4,941,070 196,609 5,137,679 4,127,737 148,729 4,276,466 All investments are held in the UK. The investments are held primarily to provide an investment return for the Charity which is used to fund grant disbursements. DEBTORS Total Funds 2023 Total Funds 2022 Other debtors 71,567 71.567 485,083 485,083 CREDITORS- AMOUNTS DUE WITHIN ONE YEAR Total Funds 2023 Total Funds 2022 Accruals 16,990 16,990 20,800 20,800 ANALYSIS OF NET ASSETS BETWEEN FUNDS Total Restricted Funds 2023 Investments Current 355et5 5,137,679 312,300 116,9901 5,432,989 Creditors 17

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 PRIOR YEAR ANALYSIS OF NET ASSETS BETWEEN FUNDS ￿n￿strICted Gèneral Fund las reststedl 2022 Restrirted Funds Total Funds las restated) 2022 2022 Investments 4.276.466 569,387 120,8001 4,825,053 4,276,466 569,387 120,8001 4,825.053 Current assets Creditors io. STATEMENT OF FUNDS Fund Name Ati September 2022135 restated) Income Expenditurè Loss on Investment Transfer At 31 August 2023 RESTRICTED FUNDS General Fund 1,474,024 810,557 1136,9481 126,4361 15311 2,120,666 Erika Olde Scholarship Fund 762.380 13.574 116,1061 120,3091 739,539 RJOM Fund 516.293 12.615 114,4401 113,7401 500,728 Guy Bennett Scholarship Fund 895.819 15,970 117,0171 123.8591 870,913 PMJ Fund 202,501 11,879 11,4171 15,2991 207,664 Tom Maynard Fund 7,271 130 1501 11931 7,158 Holmcroft Scholarship Fund 145.841 13.884 11.0071 13,8851 154,833 St Anne'5 Scholarship Fund 46,141 829 13151 11,2281 45,427 Gallifrey Scholarship Fund 7,430 17,7361 12251 531 Sir Gareth Edwards Rugbv Scholarship Fund 135,529 34.852 111,8851 13,6161 154,880 The Sumner Fund 630,815 42,509 126,2041 116,9321 630,188 Tyrone Mings Scholarship Fund 1.009 4￿25,053 18 956,817 1271 1233.1321 1115.7491 993 5,432,989 TOTAL FUNDS 4￿25,053 956,817 1233.1321 1115.7491 5,432,989 18

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 PRIOR YEAR STATEMENT OF FUNDS Fund Name Ati Loss on At 31 Au8USt September imie5tment 2022 2021 IAS (As restatèd) (As restated) IAS restated) IAS restated) (As restated) stated) Income Expendlture Transfer UNRESTRICTED FUNDS General Fund RESTRICTED FUNDS General Fund 1.151,732 499,651 1167.7301 147,9771 38,348 1,474,024 Erika Olde Scholarship 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 Holmcroft Scholarship Fund 139,931 13,844 18091 17,1251 145,841 St Anne's Scholarship Fund 48,065 886 12771 12,5331 46,141 Gallifrey Scholarship Fund 7.740 143 1451 14081 7,430 Sir G3reth Edwards Rugbv 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 1,005 678,101 1,009 4.825.053 4,624,003 1249,5231 1227,5281 TOTAL FUNDS 4,624,003 678,101 1249,5231 1227,5281 4.825.053 Income: Represent5 Donations and Gift Aid received by each fund together with Investment Income as allocated to the specific fund on the basis of quarterly average fund v31ues. Expenditure.. Represents Grants disbursed by each fund together with Investment Management Fees as allocated to the specific fund on the basis of quarterly average fund values. Other eKpen5e5 are allocated to the General Fund. IL05se5llGains on Investment As5ets.' Allocated to the Specific fund on the basis of quarterly average fund values. 19

MILLFIELD FOUNDATION NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 AUGUST 2023 Purposes of Restrirted Funds: The General Fund will provide scholarships and bursaries to current and prospective pupils of any school operated by or otherwise associated with Millfield. The Erika Olde Scholarship Fund will provide grants to talented dyslexic children, where there is a financial need. The RJOM Fund will provide grant5 to the children of Old Millfieldian5, where there 15 a financial need. The Guy Bennett Scholarship Fund will provide grant5 to children displaying exceptional talent in the Art5, where there 15 a financial need. The PMJ Fund will provide All Round scholarships for 6 Form academically able pupils with other talents- leadership qualities, music, drama, art & sport where there is financial need. The Tom M3ynard Fund will provide grants to pupils displaying exceptional talent in the sport of cricket, where there is fin3ncial need. The Holmcroft Scholarship Fund will provide grants to pupils boarding at Holmcroft House at Millfield where there is financial need. The St Anne's Scholarship Fund will provide grants to pupils boarding at st Anne's House at Millfield where there is financial need. The Gallifrey Scho13rship Fund will provide grant5 to sixth-form pupi15 where there 15 financial need. The Sir Gareth Edwards Rugby Scholarship Fund is to be used to provide an annual rugby scholarship to a pupil at Millfield where there is financial need. The T N Fund previously provided specific bursary support for an academically gifted pupil, these funds were moved into the General Fund on 26 January 2022. The Surnner Fund will provide 5UPPOrt 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. ii. COMPANY LIMITED BY GUARANTEE The Charity, which is a private Company, is limited by guarantee and does not have a share capital. The ultimate controlling party is Miiifield, a company registered in England 3nd Wales. 12. REL4TED PARTY TRANsA￿loN5 Donation income is collected directly by Millfield Foundation and indirectly via Millfield. Any donations that are collected by Millfield are transferred to Millfield Foundation. Millfield School collected donations of £847,93512022'. £598,671) and tr3nsferred £776,36812022.. £125,357) within the year. with the balance due of £71.56712022.. £473.3141 included within other debtors. Millfield School made a don3tion of £500,000 in the year12022.. £Nill of which £Nil12022.. £Nill was outstanding as at the vear end. There have been no other related party transactions during the year. 13. TRUSTEES. REMUNERATION AND EXPENSES The Tru5tee5 have not received any remuneration or expense payrnents during the year. 14. PRIOR YEAR ADIUSTMENT The General Fund purpose is to provide scholarships and bursaries to current and prospective pupils of any school operated by or otherwise associated with Millfield. As such, this Fund should previously have been classified as restricted. A prior period adjustment ha5 been made correcting the classification of thi5 Fund and all relevant comparatives / note5 re5t3ted. Such adjustment increased the Restricted Fund balance as at I September 2022 by £1,474,0241£4,825,053 restated compared to £3,351,02913nd reduced Unrestricted Fund5 by £1,474,024 I£Nil restated comp3red to £1.474,0241. 20

MILLFIELD FOUNDATION TRUSTEES, ADVISORS AND KEY STAFF FOR THE YEAR ENDED 31 AUGUST 2023 TRUSTEES.. B Alizadeh R K Bennett lappointed 16 November 20221 W J Bushell E S Decamp (appointed 19 January 20241 D A Goodhew (resigned I Septernber 20221 T P Griffiths P M Johnson DBAPinto MALSimon AHWest SECRETARY.. R K Summerhayes REGISTERED OFFICE- Butleigh Road Street England BA16 ODY REGISTERED NUMBERS: Company Charitv 06370560 1121630 AUDITORS.. Haysmacintyre LLP 10 Queen Street Place London EC4R IAG BANKERS.. HSBC 41 Southgate Street Bath BAI ITN SOLICITORS.. VWV Bristol Narrow Quay House Narrow Quay 8ristol BS14QA INVESTMENT MANAGERS: Waverton Investment Management Ltd 16 Babmaes Street London SWIY 6AH Rathbone Investment Management Limited Port of Liverpool Building Pier Head Liverpool L3 INW Vanguard Investments UK Limited The W31brook Building 25 Walbrook London EC4N 8AF 21