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: 

- Select suitable accounting policies and then apply them consistently; 

- Observe the methods and principles in the Charities SORP; 

- Make judgments and estimates that are reasonable and prudent; 

- State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and 

- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. 

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: 

- There is no relevant audit information of which the charitable company's auditor is unaware; and 

- The Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. 

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


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