000 Pennies. Annual Report & Financial Statements 2023 Because micro-donations matter. Pennies. The impact of micro-donations In 2023, someone made a donation with Pennies every 0.86 seconds. Every day 15 minutes CUStomei"s of a foi"ecoui-t operatoi" donate enough thai Macmillan Cancer Support could fund their Online CommLinity - a support network for people living with and affected by cancer - for a whole day. of micro-donations made by customers of a i-e2ional co-operative could help pay for six people affected by denientia get free, life Chan￿ng support from a national Helpline. In 2023, Pennies grew donations by 28 %, raising £8.7 million for charity. If all the donations made with Pennies in 2023 were real pennies stacked on top of each other, they would reach the height of Manchester's tallest building, Deansgate Square South Tower, an incredible Two hours of customer micro-donations at a fragrance retailer could help the charity Rays of Sunshine fund an isolation pack for a seriously ill child to benefit fi.om when in hospital. 6,577 times! Penni•s Annual Réport and Fin4nc131 Statements 2023 2133 The Pennies Foundation Annual report and financial statements for the year ended 31 December 2023 Reglstered In England and Wales oharlty number., 1122489 Registered in the Republic of Ireland charity numb•r: 20106331 Roglstored In thè1s1* of Mah chailty nuthbÈr'. 1275 Company number.. 8418982 Reglstered ottlGe: 5t Flc>r)r 64 London Wall London, EC2M 5TP 31.)3 Contents Legol and Administrative Information The Report af the Trustees Ourvalues Vision, Objects, Purposè of the Charity, 8nd Publit Bénèfit Structure, Governance and Management Financial Rèviow Achievement and P&rforman¢• 13 Slalement of Trustees, Responsibilities 14 Indepéndèftt Auditor'4 Rèport lo thè Members of The Pennies Foundation 15 Statement of Financial Activities lincorporaiing an income and expenditure accountl_-------..-...-................-.-....-....18 Balance Shoet 19 Statement OF Cash Flows Notès 10 the Finan¢i31 Stslemenls 21 Legal and Administrative Information R&gl8t•rod Charlty Numbor8 England and Walès Republic of Iréland Isle of Man 1122489 20106331 1275 Company Règi8tratlon Numbèrs England and W81es Isle of Man 06418982 006181F Governlng Instrument Artl¢le$ of Association (Amended 12 August 20191 Trustees Robert Leltao Peter Ayliffe Graham Edwards lan Filby Penny Lovell Angela Luger Jullan Taylor Lelgh Thomas Chair Audit Committee member Audit Committee Chair Resigned 4 April 2023 Audit Committee member Chlef Executlve Allson Hutchlnson CBE Rogl8tered Offlce and Bu81n088 Addre88 Flrsl Floor 64 London Wall London EC2M 5TP Bankor HSBC Bank plc 94 Kensington High Street London W8 4SH Auditor RSM UKAudit LLP 25 Farringdon Slr8et London EC4A 4A8 Solicitor Simmons & Simmons LLP Citypoint One Ropemaker Street London EC2Y 9SS Wobslto hl ennies.Dr .iJkl Pannios Annual Report and Fin8nclal Slg14menis 2023 5133 The Report of the Trustees Th8 truste8s are p18ased lo present their annual directors, report logelher with the financial statements of The Pennles Foundation (working name "Pennies'l for the year ending 31 December 2023. which are also preparèd to rneet the requirements for a directors, report and accounts for Companles Act purposes. Thé financial statements comply with the Charities Act 2011, the Companies Act 2006. the Articles of Association, and Accounting and Reporting by Charities,. Slalemenl of Recommended Practlce applicable lo charities preparing their accounts in accordance with the Finan¢ial Reporting Standard applicablo in the UK and Republic of Ireland {FRS 1021 leffeclive 1 January 20191. The accounts have been p￿pared in aGcordance with the provisions applicable to companles subject lo the small companies regime. Our Values Our PUTPOS To make micro-donalions easy In an increasingly cashless sooiety. W• cara to our core We Insplrè people to take aclion We make things happon We adapt a8 nèeded Objects of the Charlty The Charity's objects are, for the bèn8fil of th8 public: 1. The promotion of the voluntary sector In particular (but not exclusively) by encouragin9 and facblllallng charitsble glving, assisllng in the application of funds for charitable purposes and monllorlng the use of such funds by charitable organisation5'. 2. The promotlon of the efficiency and effecllvene55 of charities and the effective use of Charitable resources In particular (but not exclusively) by provldlng advice lo charities end organisations seeking to maximise charitable glving, exchanging informatlon with such charities and organisations and providing technology and infrastructure designed lo make it easier to give to charSty', and 3. Such other purposes that are exclusively charitabl8 as th8 Irusl88s from lime to lime think t. Vislon, Objects, Purpose of the Charity, and Public Benefit strategies to Achieve Our Objectives A trusted leader In dlgltal mlcro-donallons. Pennles h88 created a movèmént that off8rs busines$os a powerful way lo demonstrate social purpose, helps charitie8 make a greater Impact, and gives Consumers an affordable way lo donate wilhoul cash as part of their daily Ilves. OUT Vision Wherever and whenever people pay by card or digitally, they will be glven the opportunlty lo donate a lew pence to charity, in a simple, safe and sustainable way. Our Mi$$ion To protect and grow micro-donations- ensuring thatthe publlc has digital ways to ke8p donating the small amounts of mon8y that arè so vllal for charitsble causes. In an increasingly cashles8 society, our digital charity box provides an accessible way to add ¥ small donation lo transactions when paying by card, digital wallet or in- app. P8nnie9 Annu81 Repoil and Financial SIsietneTr15 2023 5133 Pennles is a Simple, affordable, and prlvale way lo donate. with 100D/o ol funds raised going lo charlty. opportunitie5 to more channels, unlocking thé functlonallty lor the benefit of the charity se¢tor, We focus on the security and efficiency of digital mi¢ro- donating. giving consumers an easy opportunity to 5UPPOrt charltles as they go about their dally Ilves. As a significant proportion of P8nnies' social valu8 is created by the impact of the mlcro-donations we enable, we can deduce that significant additional social value will have been created through our work in 2023. In addits'on, by working with our partners lo enable micro- donating we are helping them lo fulfil th@ir own social objectives to give back lo the Gommunilies in which they operate. We work with the payments, technology and dlgf(al commerce platform sectors lo introduce micro-donalion Public Benefit, Environniental and Social Impact Th8 Iru51ees confirm that, in carrying out their responsibilities and exercising their powers, they hav8 complied with Ihelr duty lo have due regard to the guidance on public benefit published by the Charity Commi88ion foi England and Wales. The Iruslees consider that Ponnies has a low environmental impact as a dlgllal-only Snlllalive that does not require the manufaGture or transport of physi¢al goods, In addillon, we occupy a single office location easily accessible by public transport, which was refuTbl$hed In 2019 wlth the latest energy-efficient healing and lighting. We are continuing wllh a hybrid working pattern, inlrodu¢ed in 2021, which means that fewer days are worked In the offlce, thereby saving a significant portion of staff travel limè and the impact that has on the environment, Pennies is independent, enabling it to lead the micro- donatlon movement for the beneflt of the enllre ¢harity sector. and we engage across all technologies, merchants. hospitality sectors and ¢hannels. Ml¢ro- donations could inject £1bn per annum into the UK charity sector if every UK card holder gave just 35p a week. As set out in this report, our charltable activllles Include Implementing Pennies with our partners to glve consumers the option lo donal8 their 'digilal change" whenever they use cards or other dlglt81 payment methods lo pay for goods and services. The sums collected are donated lo us and we then make grants lo approved reglslered charllles. We do not collect or hold personal data relating to individual donors and our retail partners undèrtakè not to contact them about their donallons. Wo ar& focused on encouraging and lacililating charitable giving through micro-donations, thereby supporting the UK char(table sector. Pennies is focused on encouraging and facilitating charitable gi￿ng through micro- donations, thereby supporting the UK charitable sector. The trustees conslder that, as registered charities are requlred to demonslrale expllcitly that Ihelr alms fulfil the requiremonts of public benefit, and as our activities are directed towards maklng grants lo charllles whlch are registered with al least one of the Charity Commisslon for England and Wales, the Office of the SGottlsh Charity Regulator. the Charity Commission for Northern Ireland, the Charities Regulatory Authority in the Republic of Ireland, the As¥oclallon of Jersey Charities, or th8 Isle of Man Charities Central Registry, our activities are wholly for the public benefit. In addition, we provid8 information about our social Imp8Ct on our website at lil-: 1,11 ,Ir.L, lo highlight the breadth of causes and charities benefitting from Pennies. We also carry oul our own ImpaGt evaluation of the use of the funds by those charitiÈs and we regularly publish informatlon on our website relating to the work of the charities that benefit. Pennies Annual Report And Financisl Slalemenls 2023 7133 Structure, Governance and Management The Charity Is a prlvate company Ilmltsd by 9uaranlee. regislemd In England and Wales Inumber 064189821 and is a charity registered with the Charity Commission for England and Wales Inumber 1122489}, with the Charities Regulatory Authority in the Republic of Ireland (number 20106331), and Is registered with the Jersey Financial Services Commission as required by The Non-Profit Organisalions (Jersey) Law 2008 (the "NPO Law"}, and with the Isle of Man Charities Central Registry (number 1275), Constitutlon the Iruslees have the power at any time lo appoint any person who Is able and willing to be a trustee. Trustees are appointed for an initial 18rm of three years and may be reappointed by the trustees for further terms of thrè8 y8ars_ In the event that a Trustee has served in office for three consecutive 18rms of three years, such Trustee may be reappointed by the Trustees for further terms of three years after th8 énd of Ihelr th5rd term in offiee if 75•/ts of the Trustees resolve that they are reappointed, taking account of the Trustee's ¢onlribution lo the Board as a whole. Thls flexibility Is of great value lo the Charity in its sllll relatively early years, and in a period of continu81 rapid growth and development. having a consisten¢y of key board memb@rs ig vèry welcome. Th8 Charity'5 governing document is the Artlcles of Association adopted on 6 November 2007 and amendèd on 12 August 2019 {Ihe Constitution). Trustees conslder the principles set out in the Charity Governance Code. refreshed al the end of 2020, when carrying out their duties. During the year we prepared an evaluation of how the Ch8rity apply the Code's principles and recommended practices. The evaluation showed that most of the Code's recommended good praotiGes are followed. We will continue to use the ¢ode as a tool lo support continuous improvement as the Charity develops, and lo focus on the areas for improvement and furthèr Impl8menlatlon. During the y8ar Peter Ayllffe reached the end of his 3- year term In office, and as the conditions were deemed lo be mel, was reappointed ft)r a further 3-year term. Vvhen recrultlng new trustees, the Charity aims to attract a breadth of skills and diversity commensurate with our siage of dev8lopm8nl as a growing charity. Boar appolntmenls are based on merit and whether a candidate has the skills and knowledgè to be an effective trustee and has the ability lo support the ambitious donallon growth tsrgets sel by the Board of Trustees over the short lo mèdium 18rm_ The liability of the membérs is limited, and each member agrees to contribute up lo £1 0 in the event of the Charity being wound up. The trustees are the onty members of the Charity and they automatically become rnombers on appointment lo the Board of Truslee$18oardl. Pfior to appointment. Irustses receive a comprehensive induction pack which includes the Conslitullon, background on Pennies and its alms, our Code of Conduct for Trustees and Conflict of Int8r&st Policy and information about their role and responsibilities. Both new and exlsting Iruslees have the opportunity lo meet regularly with the Chiel Executive, the senior management team and olheT members of staff, and when required further training is arranged for a Iruslee as an individual 01 for the Board as a whole. The Chartty has a wholly owned subsSdiary, Your Ponny Llmlted. which is a private limited Gompany reglslered in England and Wales Iregislered number 68803061. Your Penny Limited is a dormant company. The Charity is registered with the Fundraising Regulator and has committed to follow the Code of Fundraising Practice and the Fundraising Promise. In 2023 we received a total of S complainls12022.' 3 complainlsl which is extremely low In the context of the total number of donations for the year which was 38.4 million12022' 28 million). We responded to, and resolved, each complaint with the complainants. Pennies is a pressure- free way lo donate lo charity prompted by le¢hnology, without the need lor a person to make thé ask, allowing the consumér to confidèntially choose lo donate anonymously. as no personal data is asked for or collecled. The following eilhor served as trustees during the financial year or were InJ$tees at the date of this report.. Robort Leiiao Peter Ayliffe Graham Edwards 18n Filby Penny Lovell Angela Luger Julban Taylor Leigh Thomas Chalr Audit Commlttee Member Audit Committ88 Chair Resigned 4 April 2023 Audit Commlttee Member Trustees The trustees, who are eoll8clively responslble lor the Charity's governance, for ensuring delivery of our charitsble objectives and for Setting our slrate9iC Th8 Constitution requlres at least thr88 Iru5tees bul there is no maximum number. As set out in the PenDie5 Annual Report and Financia1 Statements 2023 8133 direcb'on, mel four times during the y&ar. Al each meeting the trustees received a governanGe update and discussed the impbicalions for the Charity. Pay Policy for Senior Staff The Iruslees consider that the Board and the senior management team comprise the key management personnel of Penniés responsible for dire¢ling, controlling, and runnlng it on a day-104ay basis. The Audll Commlttee, whlch met ￿lcO durlng the year, has delegated responsibility on b&half of thè 8oard lor.. revlewlng the financial statements and the application of appropriate accounting policies., and providing overslght of the external audit process by moniloiing and reviewing ils effectiveness, independence and oblectlvity. All Iruslees give their Ilme freely and no trustee recelved remuneration in the year. Senior staff pay is reviewed annually. Vvherever Possible, we benchmark salaries paid for comparable roles in the charitable sector adjusllng for any addllional respon5ibililios. Matters which are reserved lo the Board include 8ppoinling the Chief Executive. agreeing our stralegy, plans and budget, appointing external auditors and approving key policies such as the risk managemènt and Investment policies. Pensions and Other Benefits We have a workplace pension scheme and make the minimum slatulory contributions for all enrolled employees. Also 4 ernplgyee5 have employer pension contributions paid by us as part of a salary sacrlflce scheme12a22: 1). Management and Staff Responslbllity for the day-to-day managemenl of the Charlty is delegated to the Chief Executive, Alison Hutchinson CBE, within th8 slrat8gic and accounlabllity frameworks established by the trustees and inGludes responsibility to negotiate and enter into agreements on behalf of the Charlty in the ordlnary ¢ourse of busine55. There were no additional benefits provid8d lo staff in the year. Risk Management We support the principles of equality, diversity and Inclusion in the Charlty Governance Code and lake these into account when recrulling trustees, management. and staff, balanced with our specific needs as a growing and ¢hanging charity. 1 staff member is registered as di5abled12022.' nill. The Board recognlses Ils responsibilities for ensurin9 that an appropriate framework is Sn pla¢& to idenllfy, monitor and mitigate risks to our objectives and has accordingly adopted a Risk Management Poli¢y. The risk rnanagement register 18 revlewed al least annually by the Board and any issues whlch could Impact the Charity, Includlng any ￿pUtatIonal implScalions, are raised and discussed by the Trustegs at meelin9S during the year. The register idenllfies the malor risks to which the Charity is exposed together wlth the actions and systems in place to mitigate or reduce the 8xposura to those rlsks. We are acllvely looking for diversty of Inpul lo better inform the decisions of the Board. In terms of gender dlversity. as well as having a female CEO, and by the end of the year 42.90k12022', 37.50/0> of our Iru818es are women. Overtime, aswe become more established, we expect to see a continuous improvemenl in the wider areas of equality, diversity and inclusion. The review carried out In 2023 identtfied that the key risks are.. We have adopled a hybrid working policy of some days in the office and some working from home, whl¢h ha$ been welromed by our staff, and has assisted wlth recruitment by increasing the atlra¢tlV8nèss of working wllh us and broadening the availability of experienced candidates. 1. Key person dependency principally the unplanned e￿1 or long-term absence of key members of the Pennies team who possess charity-crltlcal abllllies and knowledge. Thls 18 managed by mainlalning an attra¢llve remuneration and flexible working policy commensurate with Pennies, slze and sector, sharing knowledge acros5 the team, ensuring adequate notice periods are In place in employee contracts and the implementation of Systems lo centralise and slora key contact data and communlcatlons, The Iruslees would Ilke to thank our volunteers who Bupport our day-to4ay acllvilies, and the rnembers of our three advisory boards who also give their time voluntarily lo brlng Ihebr industry experience to bear in supporting the development of our strategy and ltte pursuit of our objectives. Pennies Annual Report L4nd Financial Slalernenls 2023 9133 2. Reliance on third party technology Companies- Ihis include% both th05e who have agreed lo enable Pènnles as a fe8turÈ of théir own product offgring, woll a$ those who have developed and maintained our increasing range of Pennies, applirAtions and produ¢ts. This is Managed by maintaining close relationships wlth thèse technology tompaniea, having ¢lear ggreemgD18 in pl4Gg, gnd with the assistance ol members of the Advisory Boards who are sènior industry figures. The systems oi financlal control are designed to provlde a reasonable but not absolutelovel of eff8clivenèss and an opèrational plan and annual bud9et', annual review of the risk managemonl reg151Èr', regular monitoring of actual results against budgets and forecasts,. and deleoation of authority lo the Chief Executlve fr)r expenditure and commiltsng the Charity wblhih the agreed bud9ets. 3. Merch8nt failure - even though the Charity has noi suffpred a ba4 debt since il commenced operations, this is recognised as a key risk given thè continuing challenyihg ecortomic circurnstances and the polenlia15y high impact if larger merchant partner was to suddenly fail coupled with an associated reputslional risk lo the Charity ot SLsch a failure. This is managed by erÈdil chèekihg new mérehartis béfore they join, maintaining g clos9 r81alipn$hip with all key rnerchants, and a locus on credit control. During Ihe yÈèr thè IrustÈes mel 4 limes12022,' 41 to review our prpgrg8$ and, where reouired, approve the lollowing.. reports from the executlve team on progrésa against plans. an annual budget and a number of r6fcrecasts durlng the year,, the top-down risk profile for the Charlty., Ihg evolving governance requirements and implication3 for the Charity., and règular maftageTnent acttsLtrtt3 highlighlin9 8ny varignGe$ from bud9gt or relorecast, 4. Other micro.donalion schemes - no entity has ownershlp of mlcro-donaling and thèrè aré othèr propogllions in tho markètpla¢e. Although we welcome any iniliative that ali9ns with our objective to maximise charitable giving, loo many di5parale micra-donaling sGhemes could start to impact on our operatin9 model and poor executions could be conlused with PÈnniÈs and inadvertently cause reputalignal damage. This is managed by promoting the value-add that the Charity brings ID both technology partners and retailers through its expertiselsUPPQrt, and the CSR benefits we tjring. We continue lo dévèlop the Pennies bTand with consutners as a trusted and piimary micro.donation organisation and transparent charity supporting th8 widèr ttharity 8è¢Ior through the 8oGial we enable. The Iruslee5 have overall responsibilty for ensuring that we have in Place approprlate flnanclal aftd othèr systems and controls to provid8 agsuranc8 that wa.. opèratè Èfficiently 8hd effÈclively", safeguard our assets a9alnst unauthorlsed use., maintain ar¢urate finan¢i21 and other records., and comply wlth relévant laws. Financial Review Sincè launching in 2010 up to the end of 2023, consumeT donatlons lo Pennies have continued to grow substantially. having raised a total of £48.8m from over 200m consumer micro donations, from whlch we have made grants lolalllng £45.1 m to more than 950 charities across a breadth of causes. and r8tain•d £3.7m ftsr our own charitable purposes. The Ststement of Financial AGtivilies shows total resources expended of £9,376.63212022'. £7,558,111) which is analysed in note 3 to the financial statements. Thls represents an Increase of 24.1 Q/0 compared lo last year largely due lo an increase in grants payable Of th8 resources expended, £8,994,180 12022, £7,216,251) was spent directly on charitable aetivities, the malorSty in the form of gran15 to other charities, £284,22712022'. £247,472) was spent supportlng charitable activities, and £98,22412022'. £94,388) was spent on governance. The Stslemenl of Financial Activities on page 17 shows total incoming resoureès of £9.386,831 {2022,' £7.434,5081 which is analysed In note 2 to the finan¢lal statements. This represents an increase of 26.3•10 compared to the prevbous year. In 2023 income from Pénnies donations inefftased lo £8,743,583 12022.. £6,844,205). whlch represents an increase of 27.8Vo compared lo the previous year. Income from companles, foundatlons and individuals also increased lo £601,283 12022.. £551,159), which represents an increas8 of 9.1% compared to the prevlous year. the details of all of the above can be found in note 2 to the financial statements. 37% increase in volume of donations 27.8% increase in income in 2023 200 million At the balance Sheet date, we held fund8 of £1.397,956 12022.. £1,387,757), all of which12022.' £1,387,757) is unrestricted and available for general use. micro-donations reached in 2023 All cash funds are held at our bankers IHSBCI, either In a current account or in an Inlerest-bearing deposlt account with instant withdrawal. Investment Policy We a￿ extremely grateful for the generous donatlons from individuals, companies and charitable foundations that support the Charity and provlde funding for our core costs. Over lime. as Pennles grows, we aim to become self-$uffl¢l8nt from th8 small perc8ntag@ of r8tainéd Pennies donations. In 2023 good progress was made in this area and by the end of the year 56% of annual operational expenditure Ilolal expenditure less grants payable and donated Sèrvices and facllltlesl was covered by retained Pennies donauons. Our investment policy is to relain funds in a liquid form to facllltate meeting the costs incurred In the furthérance of our objectives and lo enable us lo make timely grant payments to nominated and approved charities. Our funds are therefore either held in a current acoount or In liquid inl8r8sI-bearing bank deposit accounts with our bankers, HSBC. The Iruslees keep the pollcy under review lo ensure It remains approprlate In light of the expected growth of our income in the short lo merlium tsmi, Pennie5 Annual Report Fiiancial Slalewents 2023 Reserves Policy and Going Concern Funding Is not available to indlvlduals or unregistered bodies, and we will not support charities havlng the principal objective of the advanc8ment of religion or political actlvism. The Irusl@es ar8 aware of the requirement for charities to manage the level of reserves that they hold and to adopt a pollcy which determines ttte level of reseNes which they believe would be appropriate lo maintain. Charilles deliverlng a wlde range of services, across breadth of causes. were supported during the year. Our Lili:.) has information about the charllies that we have supported and continues to support. Note 4 to the accounts also glves details of all charities that received a grant in excess of £5,000 durfng the year or prevlous year. Al th8 end of the year the balance of unrestricted funds held was conslantwilh the previous year at £1.39m, and within the target level to maintain a general reserve of unreslricled funds equal lo at least nine months, opèrational expenditure on a forward looking ba$i8. The trustees have considered the current level of reserves. and the evident sustsinabillty of the Pennies model. They have also reviewed available liquid resources in the context of the operatlng and spending plans over the next 18-monlh period. together with the abllity to raise further funds or curtail spendlng If required. Based on these ¢onsideralions, the trustees believe that wo have $uffici8nl financial r8sources to continue in operational existence for the foreseeable fiJtur8 and that we are well pla￿d lo manage our operating risks successfully. We requlre all the benefitting charities, on request. to provide representative information about how grants are Used and the difference Ih&y make to their beneficiaries, The informatlc)n is published on OUT website and also regularly dissemin818d using SOGlal and other media, This includes working with benefilling charitles who themselves are grant makers to Ljndersland and monitor how Pennles, grants have been used in the furtherance of their obje¢lives. Further information Is available Sn the published accounts of the benefitting charities. The Iru$l8es have therefore continued lo adopt the going concern basis of accounting in preparing the annual financlal statements. There is no material unGertainty about our ability to continue as a going concern. Grant Making Policy The Board has full responsibility for th8 distribution ol all funds under ils management. Recognlslng the Important role of merchants and payment service providers in enabllng us to raise money and make grant payments to other charities. the trustees invite Iham as appropriate to nominate charities to ben8fit from a major proportion of the funds they ralse, provided that the nominees comply with our overall criteria and on-going requlremenls. These always include complying with applicable legislation and the p¥ovislon of impact Information in respect of the grants. All grants made by us arè to charilles reglstered wlth the Charity Commission for England and Wales or the equlvalent In Seolland. Northern Ireland, the Republic of Ireland, J8rs8y, OT the Isle of Man. The aims of the harities must fall within. or be analogous to, the descrlplions of charllable purposes as sel out in the Charities Act 2011 and they must be ablé to demonslrale public benefit as defined by the Chaiity Commission of England and Wales. Pennle$ Annual RepotT Firpanciai st4ttrnonls 2023 12133 Achievement and Performance We are a150 focused on growing Pennies donations by Implemenllng the Pennies donation option with new merchants, in more sectors and in more channels, with a continued focus on e-commerce, given the availability of our cartridges which make it very easy for an e- commerce merchant lo implement P8nnies. Good progress was made In the following areas durlng the year.. We raised £8.7m from 38.4m Pennles donations which represents a 5ignificgnl increase of 27.8010 in value. and a record breaking increase of 37% in volume, over 2022 as more people than ever make a donation lo Pennies. We Pennies donallons grow In value by 3500/ts, and in volumè by 477 %, in the R@PLJblic of Ireland due lo launching with Dealz, owned by Poundland In the UK who ar& also a Pennies, partner. We supported 324 charities, more than ￿lce as many as in 2022. bringing the total since launch lo over 950, and the value of grants paid or payable to charities grew by 27,5Vo. We launched Pennies with 25 new merchants in 2023. equalling the record sel in 2022. Overall, our conllnual aim is lo grow Pennies mlcro- donations significantly over the coming years as more and more Consumers are offered the option lo donate, and more do so as awareness builds of the resulting positive social Impact. Increasingly our partners are asking for an international Pennies solutlon and In preparation we were delighted lo sign in 2024 a partnership agreement WIU) the Klng Baudouin Foundallon, based in Belgium, with whom we are exploring a number of international territories where our current partners are active and interested in supporting charlties with Pennies in each country where they operate. Over the longer term we are almlng, and are on track, lo fully cover Okjr core costs from a small percentage of the Pennies donations. Until we reach that point, we will onlinue lo seek funding from foundations, individuals and other organisalions for core costs not yel fully covered by retslned Pennles donatSons. 950 Related Parties Related Party transactions are disclosed in Note 8 to the financial slalemènls. charities supported since launch 324 charities in 2023 alone Strategy and Plans for Future Periods In the conllnuing challenging economlc limes, In particular for the retail and hospitality sector which are critical sectors for the Charity, we will continue to do what we can lo support our partnèrs and respond lo inevitable changes across retail, hospitality and payments. We will be focused on working with our merchant partners to increase donation conversion rates amongst their customers being offered the opportunty lo donate. Scan to watch CEO Ajison Hutchinson's address from the Peiiiiies Aittiiinii Celebratioii 2023. Pennies Annual R6port and Finsnclal Slalomfrnls 2a2J 13133 Statement of Trustees, Responsibilities Tha Iruslees (who are also directors of The Pennies Foundation for the purposes ol company lawl are responsible for preparlng the Truslees, Annual Report and the financial slat6mènls in a¢cordanc8 with applicable law and United Kingdom Accounb'ng Standards (United Kingdom Generally Accepted Accounting Practicel. Legislallon In the Unite¢J Kingdom governlng the preparation and dissemination of financial statements may differ from leglslation in other jurisdictions. This report has been prepared In a¢cordance with the special provisions relating to small companSes sel out in Slatulory Instrument 20081409 under the Companies Act 2006. Company law reqtsirès the Irusle8s to prepare financial statements for eaGh financial year which give a true and fair view of the stale of affairs of the charitable company and of the incoming resources and application of ie59urce5, Includlng the Income and expénditure. of the charitable company for that period. Signed on behalf of the Boafd ot Trustee5 Robert Lettao Chalr In preparing these flnanclal slalements, the trustees are required to,. select suitable accounting policies and then apply thèm consistently., observe the methods and principles In the Charities SORP., make judgments and estimates that are reasonable and prudent.. state whetrer applicable UK Accounting Standards have been followed, subject lo any materlal departures disclosed and explalned In the fi'nancial slal8ments,' and prepare the financial statements on the golng concern basis unless 51 is inappropriate lo presume that the charitable company will contlnue in business. 20 024 The trustee5 are rosponsible for keeping proper accounting rècords that disclose with reasonable accura¢y al any time the financial position of the harilable 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 charltable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregulari1188. In so far as the trustees are aware.. there is no relevant audit informatlon of whl¢h the charitsble company's audltor Is unaware., and the trustees have taken all steps that they ought lo have tsken to make themselves awara of any relevant audit information and to establish that the auditor is aware of that Information, The tru51ees are responsible for the maintenance and integrity of the corporate and financlal Information included on the charitable company's websila. Pennie$ ADnuJl Report Jnd Financial stale￿ents 2023 14133 Independent auditor's report to the Members of The PennSes Foundation Opinion Based on Ihe work we have performed. we have not identified any material uncertainties relating to events or condillons that, Indlvidually or ¢olle¢lively, May cast slgnSflcant doubt on the charllable company's abillty lo continue as a going concèrn for a p8riod of at 18ast twelve month3 from when the finanGSal ststements are aulhorrised for issue. We have audited the financial statements ol The Pennles Foundation {Ihe 'charilable Company'} for the year ended 31 December 2023 which Gomprise the Slalement of Financi81 Activities, the Balance Sheet, the Cash Flow Sialement and notes to the financial ststements, including significant accounting policies. The flnanclal reportbng framework that has been applbed in their preparation 15 applicable law and United Kingdom Accounting Standards, Including FRS 102 "The Financial Reporting Standard applicable in the UK end Republic of Ireland" (United Kingdom Generally Accepted Accounfjng Practice). Our responsibiliti&s and the responsibilllies of the trustèès with rèspect to golng concern ar8 described in the relevant sections of this report. Other information The other information comprises the informatlon inclltded in the Annual Report other than the flnancial statements and OUT auditor's report Ihereon. The trustees are responsible for the other information contalned within the Annual Report. Our opinlon on the financial statements does not cover the other information and, except to the extent othe￿ise explicitly staled in our report, we do not express any form of assurance conclusion Ihereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial slalements or our knowledge oblalned Sn the course of the audll or otherwise appears lo be materially misstated. If we identify such material inconsislenclès or apparent malèrlal m1sstatemenl$, we ar8 requlred to dètèrmine whether thi5 gives rise lo a material misstatement in the financial statements themselves. If, based on the work we have perfomed. we conclude that there is a m21erial mSsstslement of th15 other information, we are required to report that fa¢L In our oplnlon thè financial statements.. give a true and fair vlew of the stale of the charltable company's affairs as al 31 December 2023 and of its incoming resources and application of resources, including its in¢ome and expenditure, for the year then ended., have been property prepared in accordance with United Kingdom Generally Accepted A¢counting Pfacllce., and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conductèd our audlt In accordance wllh Intèrnational Standards on Audittng IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further described in the Audilorfs fe5ponsibililies for the audit of the financial stalem&nls section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the rinanclal slalements in the UK, includlng the FRC'S Ethical Standard and we have fulfillod our other ethlcal respon8ibililies in accordance with these requirements. We belleve that the audll evlden¢e we have obtainèd Is sufficient and appropriate lo provide a basis for our opinion. We have nothlng lo report in this regard. Opinions on other niatters prescribed by the Companies Act 2006 In our opinion. based on the work undertaken in th& Gourse of the audit.. the information given in the Trustees, Report, whlch Includes the DiTeclors' Report prepared for the Purposes of company law, for the financial year for which the financi81 statements are prepared is conslstent with the financial statements,, and the Directors, Report inoluded within the Trustees, Report has been prepared in accordance with applicable legal reqU1￿ments. Conclusions relating to going concern In auditing the financial statements, we have concluded that the tiustees, use of the going concern basls of accounting in the preparats'on of the financial stslemenls Is approprlote. Ponniès Annual R•pon and Finan¢i81 Slaiemenis 2023 Matters on which we are reqLiired to report by exception free from materlal misstatement. whether due lo fraud or error, and 10 155ue an auditor's report that in¢lud85 our opinion. Reasonable assurance 1$ a high level of assurance bul is not a guarantee that an audit conducted in accordance with ISAS IUKI will aWays d8lect a maledal mlsslatement when it exists. Misstatements can arise from fraud or èrror and are considered material If, indlvidually or irn the aggregate. they could reasonably be expected lo Influence the economic decisions of users taken on the basis ofthesfy financial slalemenls. In the light of the knowledge and understanding of the charitable company and ils environment obtained in the course of the audit, we have not identified material misstalemenls In the Directors. Report included wllhln thè TriJst8es' Report. We have nothing to rèport In respect of the followlng matters where the Companies Act 2006 requires us lo report to you if, in our opinion.. adequate aGwunting records have not been kept, or returns adequate for our audit have not been recelved from branches not V1511ed by us., or the financial statements are not in agreement with the ac¢ounting record5 and returns,. or certain disclosures of trustee8' remuneration specified by law are not made., or we have not received all the information and explanations we require for our audit.. or the Trustees werè not entitled to prep8re the financlal statement5 in accordance with the small companies, regime and take advantage of the small companies exeTnpllor¢ from the requirement lo prepare a Strategic Report or in preparing Trustees, Report, The 8xlenl lo which the audlt was wnsidered capable of detecting irregularities, including fraud irregularilles are instances of non-compliance with laws and regulatSons. The oblectives of our audit are to obtaln sufficient appropriate audit èvidènce regarding eompliance with laws and regulations Ihal have a direct effect on the delerminalion of material amounts and disclosures in the financial statements. to perform audit procedures lo help identify in5tsnce5 of non-compliance with other laws and regulations that may have a material effect on the financial statements, and lo respond approprlately to identified or suspected nonntinuing sctiwb88. There w8re no othgr reccgni8ed ggin¥ oth?r Ihan th09e slated ab¢¥t. MD*rr*ftts In funds ar• dh¢kn58d In Nots 17a to lh* financi￿ staten*nts. P9nnies Annual R¢port FinanGial siaiemenls 2023 18133 The Pennles Foundation Balaiice Slieel as at 31 Deceniber 2023 Company number 64.18982 2023 2022 N)te Flxed assets: Intanglble assets Tanglble assets Investrnents 10 11 12 125.132 52.002 88,197 63,699 177.135 151,897 Current assets: Debtor$ Cash at bank and In hand 14 1.043.527 2.192,610 1,001,425 2,077,178 3,236,137 3,078,603 Liabilf(ies: Creditors.. a￿￿nts falling due wthin one year 15 12,015.318) 11,842,743) Net current a5$et¥ 1,220,821 1,235,860 Total a88•t8 I￿¥ ¢urr•nt Ilabllttlo$ 1.397,956 1.387,757 Total not assots 1,397,956 1.387,757 The funds of the ¢harlty: Unreslricled inconE funds.. G8neral funds 16 1,297.958 1,387,757 Totsl unr¢slri¢ted funds 1,397,968 1,387.757 Total charity funds 1,397,956 1,387,757 These 8¢counts been prepared In o¢¢ord8n¢e wllh the pro￿￿0￿$ 8ppl¢8bl& lo ¢ryanles subject lo tre snwll companies App by the Ir 8te08 and uthorlsed fcr Issu8 on 20th June 2024 and 8lgned on thelr beha￿ by Rob Chair L¢itao (&aham Edwards udlt Csjrmittee Chalr Pennies Annual Report and Fin2ncial Sialern?nls 2023 19133 The Pennies Foundation Statement of Cash Flows for the year ended 31 December 2023 2023 2022 Cash fiows from op&ratlng a¢tfviths 18 185,875 231.024 ash flow8 from invtrsting activities: Intere81 Income Purchase of IntsngIb￿ fixed a85ets Purchase of tanglbla fSx8d assets 16,783 180,5881 16,6391 2,233 130.9491 13.82S1 Ngt cash lustrd inl investing activities 170,4431 132,5411 Chango In Gash and Cash equlvalents In the y8ar 115,432 198,483 Cagh and cash equlwdl•nl$ at the beginning of the year 2,077,178 1,878,695 Cash and cash oqulv•hnt$ at th• ond of tho y•ar 2,192.610 2,077,178 Pennies Annual Repon and Financial Slslemonlg 2023 20133 The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2023 1 Accounting pollcle¥ al Statutory Informatlon The Pennies Foundallon Is a charltable Company Ilmlted by guarantee and 18 Incorporated In England ancl Wale8. The registered office addres8 is Flrsl Floor, 64 London Wall, London, EC2M 5TP b} 84s15 of preparatlon The financial statements hale been prepared in accordanGe with AGcounbng ond Reporting by Charities.. Stalemnt of Recommended Practice applicable to charities preparing their accounts in a¢eordan¢e WY) tn¢ Finan¢lal Reporung Stsndard appll¢ablg In UK and Republlc of Irekind IFRS 1021 l&ffecllve 1 January 20191- ICharlll¥s SORP FRS 1021. and the Companle8 Act 2006. A55ets and liabilitie5 are inilialw recognised at historic81 cost or tr8ns8ction value un￿$5 otherwise ststed in the rebvant accounting PEJicy or note. The Charity has a wholly owned subsidiaiy, Your Penny ￿rfted, has not Ir&ed 8lnGo In¢orptsrafjon Sn 2009 and Iharefore c¢nsolldated accounts have not been prepared on the bas18 of materlallty. The Charity is a Company limlled by guarantee The trustees are also rnertjws of the eompany, a regSster of ¥thlch Is he al the Charity's business address. In the event of the Charity being wound up, the liability in respect of the guaranleo Is limited to £10 Der mgmber of the Charifv. The flnancial statements are presented In GBP pounds sterllng 1£), wh￿ch is the functional currency of the Charity, and all U8s arè rounded to the n8ar8St£, @Xf8Pt where indicat8d. cl Publlc benefft ont The charitable company meets the deflnilion of a publlc benefit enl'ty under FRS 102. d) Golng concorn The trustees have considered the current level of re$erfft, and the &￿dent gustsinability ol tho Pennlos modol a$ demon¥lratwJ by the resilience in donation in 2023, and have remewed liquld resources In the context of the 0￿ra￿n9 and spendlng pL4n$ 0￿r the 18 mnth perlod to June 2024. together th8 abillty trj ra1s8 lurth8r funds or curtall Span￿￿ng If requlred. Based on these considerations. the trustees belI￿t that we halt sufficient financial resources to Con￿nUe In operab'on81 ey]$tence for the forese&abl& future and that ￿ aro well placed lo manage our oporatlng rlsks successlully. The tru$t886 have therefore contlnued lo adopt the golng concern basls of accounllng In preparlng the annual financial statements, The trustees do not consider that there are any Sources of estimation uncetsinty at the reporting date that have significant risk of causing a material adjustrnent to Ihe carrying arrounls of a55ets and liabilities wlhin the nex1 foporting period. el Donatlon and grant Incom• Donation incoThR is included in the Statement of Financial Acti￿711e5 when the Charity becomes entiled b the resources, the receipt is prob8b￿, and the donats'on is rnasurable. Gift aid is included based on amount8 reCovarab￿ 81 the accounlng date. (>anl incorne is recognised ￿en the Charity has entitleThnl to the ful￿5. any performance ¢ondilon$ attached to the grants have been mt, It 1$ probable that Ihe Income Wll ts reco1￿￿ and the amount can be measured relbab￿. Donations of gFfts, services and facilities Donated prole381onal sermces and donated facillties are recognlsed as Income then the Charlty has control oKtr the Item or reces￿￿ Ihe se￿ce, any condltsons assoclated wSth the donauon have been mel, the receipt of economlc benefll from the use by the charity of the itwn is probable and that economic benefit can be me8¥ured rdiably. In accordance wlh Ihe Charitie5 SORP IFRS 1021, K)lunteer lime is not recognised bul the trustees, annual report has mre information about their ¢onlribution on page 8. Donated gifts. professional se￿¢88 and donated I￿lliti@S are recognis8d upon receipt on the basis of the value of the glft to the Charity which 1$ the 8nK)unl the Charity would have been wlling to Pgy to obtain Ser￿l¢e9 or facilities of equlvalent ecor￿MiC benefit on Yne open market,. a corregwnding amount is then recogni80d in e>pendilure In the yrlod of receipt, Pgnnieg Annual Report Flnan¢ial St81emefit$ 2OZ3 21133 The Pennies Foundation Notes to the Financial Statements for the year ended 31 De￿rnber 2023 1 Accounting Fx>licie¥ {continuedl gl Inter•8t re¢elvablo Interest on funds held on depo¥it i¥ inGluded when receivable and the amunl can be measured reliably by the Charity,, thls is normalty upon nots'fication of the interest paid or payable by the bank. h) Fund accountlng Restricted funds are to be used in accordance wth specific Teslrictions imposed by donors or ￿leh ha* b8en raised by the Charity for p8rU¢uLgr purp)ses. The aim and use of each festrlct8J fuThJ Is set out In the nots8 to Ihe financial statements. Unrestrict8d funds are donations and other incoming re60urces ￿1¢tt are ava￿L4b￿ for use al the dlscretion of the trustses In furtherance of the general ots'ects ol the CharSty and whlch have not been designated for a specific purpose. l) Expendliurè and irrecoverable VAT Ewendilure is recognIs￿ once there is a legal or Constructive obllgalon to make a payment to a third party, it is pfobable that setuemenl will be required and the arwunl of Ihe obligation can be n*as¢Jred rellably. Expendittjre on charitsbb a¢liMlies in¢ludes the costs of encouraglng and facilitating charitsble gI￿ng using technology supporting micrcgiving al the point of sale ￿1th retail paTlneTS, undertaken to futher the purposes of the Charity and its associated SUPPOTI and govarnance costs. The Charity does not make VAT related supplles and is unable to recover VAT. Irrecowable VAT Is charged as a cost against th8 actimty for which the eyendilure was incurred. J) Grant8 payablo ants payable are made to olher Gharilies in furtherance of the Charity's objects. Grants are accounted for ￿en the recipient has a reasonable expectation that they wll recei￿ a grant and the trustees agreed to pay the grant ￿thOut condlllon. k) Allocatlon of support costs Resources oyended are allocated to the partlcukr act[￿ty where the CO￿ reL*s directly to th81 activity. The Gosl of oveT¥II direction and administration of each actimty, comprSsing Salary and overhead costs, is apporboned on Ihe basls of esllmatèd staff tinw of Ihe amount attrlbutable to each acti￿ty. (*vernance costs aTe the costs assoclaled with the gthrnance arrangements of the Charity. These costs are associated wth constitutional and statutory requlrerrents and include any costs associaied wlh th8 slrateoic rnanagem8nt ol the Charity's actiMttes. l) Operatlng lea8es Rentals payable und8r operating leases are charged on a $traighl line bas1$ o*r the term of the ￿9$e. m} Fixed as80ts Both tangib￿ and intangible assets wlh a eosl in exre55 of £500 are capitali8ed. Assets are r￿eWed for impalrment if circumstsnces Indicate trelr carrylng value may e>Leed thelr nel realisabb ￿lue and value in use. Assets under conslruelion are not depreciated and comprise e>pendilure on Ihe purchase, création or enhancement ol tangible or intanglbEe assets not brought into use al the BaLgn¢e Sheet date. Transfers are Trade from assets under construGlion to the rele￿￿t catsgory of asset ￿en the asset is brought into use. Depreciation is proirided al rates GalGulated to WTite down the cost of each asset to its estirr4ited residual wdlue over its e4D8cled useful life. The d8pr8ciadon rates in use are as follows.. Tanglblg a￿&t$ Leasehold Improvement8 Office lurniture Computer and offlce equipment Intanglble a88et8 Systems sofvare Other corrputer SOf￿ar9 r the life of the lease 8 year$ 3 years 5 yèars 3 years Pellnies Annual Repoil #nd Fingn¢iJl Slalernenls 2023 22133 The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2023 1 Accountlng pollcl88 Icontlnuedl n) Investmènts In subsldlarl88 Invéstment in Ihe Charity's subsidlary Gonyarsy. Your Penny Llmiled, is Wdlued al cost kn a provislon for impalrrrEnl. See note 12 for more information. ol Debtors ijher debtors are recognlsed al the selttenEnl amount due. Prepayments are ￿￿lUed al the amount prepaid net of any trade discounts due. Accrued income is recogni5ed within debtors dependent on when it 15 anticipated that this is receivabte. pl Cash at bank and in hand Cash al bank and G85h In hand Sncludes cash and Short term hIgh￿ liquSd in￿tr￿ents a short malurity of three nKnths or less from the dale of acquisibon or opening of the dep051t or similar account ql Foreign Currencigs Foreign currency balance5 IEur051 have been translated at the rate ol 8￿hange fuling al the balance sheet date into stsrling. Income and expenditure Iransacllons Incurred In forebgn Currency have been transLgled during the course of the period at the ratè of e￿h8n46 rullno al Ihe *'m8 of the transxtion. rl Creditors and provistons Creditors and promsions are r8Gogni58d where th8 Charity has a pr858nl obllgaliDn r8suhing from a past event that will probab￿ re8utt In the transfer of funds to a third party and the amount duè to Settle the obligation can be measured or estimated reliably. Creditors and promsions are normal￿ recognised al their setUeTrEnl amunt after alowng for any trad& dlscounls due. 8) FlnancS8l Instrumgnt8 The Charity ha5 financial assets and financial liabilitie5 of a kind that qualify as basi¢ financial instrunEnts. Baslc nancial Instruments are recognised al tran$8¢tson fdlue and subsequenuy nwasured al thebr séttlThnl value. t) ETnployee 8enefitts - terminaton payments Terminalion benefits are amounts payab￿ as a result of a declsion by the Chaflty lo lermlnate an IndI￿ldUal'5 employment before the normal retirement date, or an Indlmdual's decislon to accept voluntafy redundancy, and are accounted for on 8n accruals basis then the Charity is dermnslrably conNritted lo the terminats'on of the empbyment Df an indimdual or group of IndI￿dual8. The lermlnafjon beneflts for a¢¢ounllng perlod are treated a$ an e￿ense and ￿re £nll12022.' £1,713). ul Pensions The Charity has a workplace pension money purchase scherne for empbyee5 operated by The Pecple's Pension. Employees are aulonwllcally enra1￿￿ into this schen* unless Ihey hale exerclsed their right to opt out cf schemè merrbeTship. Employees joining the 3cheme contract direclty with The Peop￿,$ Pension. The Charity makes a contribution of 3% of salary 12022.. 3Vol and acts as an agent in collecting and paying over contrlbutions. The Contributions for the accounting period are treated as an e4)ense and were £28,26312022." £11.118). There were no contribution5 owng al the year end12022: £nlD. vl Judgements in applying a¢counting policies and key sources of estimation uncertainty The trustees haw reM8wed the accounts and ljelithp there to be rK) material judgements applied in or estimation uncertainty Included in the financial statements. Pènnies Annual Report 8ntJ Financial Slalem?nl$ 2023 23133 The Pennies Foundation Notes to the Fiiianci81 Statements for the year ended 31 December 2023 2 Analysls of Ineomlng r•¥ourco4 Unrestrlcted Re8trlcted 2023 Total 2022 Total Voluntary In¢om• Consumer donalon$ to Pennles I"Panni•s donations I Corporates and Foundations Oak Foundatlon Qther donalons Gift aid recei￿d Donated servlee8 Marketing serifices Cther seririces Computer sof￿are licences 765,661 7.977,922 ,743,$83 6,844,205 250,000 321,283 2SO,000 351.283 400,000 151,159 200 30,1200 2,800 18,182 4,200 2,800 18,182 4,200 13.000 1.609 22.102 1,362, 126 8.007,922 ,370,048 7.432.275 Invostm9nt Income Bank Interest 16,783 16,783 2,233 1,378.909 8,007,922 9.386,831 7,434,508 Pennie$ dtsnalions consist of micro donations made by rrembers of the publi¢ Pennl¢$, the dlgltal charity box The tru8leg8 haw¢ agreed to grant a proportion of Pennies don8tions to charities regi*rod ￿th the Charlty Cormiission for Englanrj and Wal•$ or th• equI￿1•￿t in Scotsand, Northern Ireland, the Republic of Ireland, or the Isl¢ ol Man, th¥t h* been nominated by r¢tai1or$ ￿5¢h offer their custorner5 Ihe opportunity to donate Ila Pannles. This proporb'on of PennleB donations is tréated as re$lri¢tsd in¢offo. All oth6r Pennle8 donafjon$ are unroslrSGtsd. Durlng tha year, the Charity Co1￿cted £318.58712022.. £79,852> cf incorre from don4Jon$ In the Republlc of IreLand, and £42.OS412022.. £41,883) of Incorro from donalons in J8rsey. Incom8 from donations in thè Isle of Man18 dlsck)sed In note 19 to the finan¢lal ststerrents. 3 Analysb of •xp•ndltur• Olr¢ct Ch¥rltabl8 Support ¢knrnance Cost8 costs 2023 Total 2022 Total ¢>ants payable Inote 41 Staff costs (Note 81 orfice costs Markel'ng Auditors remuneral¢)n Insurance Legal fe88 Consuttancy f808 Volunte6r e)q)onsgs Donated 8enfiGe5 & faGIlI￿8$ 7,977,922 772,401 170,165 60,153 7,977,922 6,257,984 1,031,27S 943,718 227,706 198,573 60,1S3 47,975 31.740 5.022 18.fj09 16.703 478 36,711 214,232 47.613 44,642 9.928 34,264 7,190 2,200 7,190 2,200 10,068 672 25.182 10,C68 872 2,800 22,382 Total •xpendituro 2023 8,994,181 284,227 98,224 9,376.632 7,668.111 Total a¥JendI￿re 2022 7.216.261 247.472 94.388 7.658.111 or th• total e>pendi￿re. £1,343,527 unrestricted 12022.. £1,270,127) and £8.007,922 was r8strietad {2022.' £6,257,984), Eypondituro Incurr8d in th8 Isl8 of Man is disclosed in nota 19 to the financlal statèmnts. E4)endilLtre on eharitable 8ctiMtié8 In¢lude$ costs of". facilitating micro-donalion uging the Pennles digltal Charity bJx consumers pay for goods and senAc8s in store, on line and using mobike deM¢es', adftThnist8ring the collection of Pennles donaJons and the d18bur8enEnl to charlU6s of Ponnle$ grants". and prom)ting Ihe rTicro donation rTva￿rnen1 for the charity sector as a thote and specIfi¢81￿ publlci¥Sng the ￿CIal ITryact of the PennSe8 donats'ons, Pennies Annual Report and Fin&ncial slalemen15 2023 24133 The Pennies Foundation Notes to the Financial Slalements for the year ended 31 December 2023 Grant maklng The fOll￿ftg grants to charSlè$ payablfy lo Insltutlons dLtrlng the yeai". 2023 2022 AcJon Aoabnsl PbJnger AcJon Ald Agg Ll< ALzhelmer's Society ANDYSMANCLUB Associatr'on of ￿'r AmbuknG96 Aston Inlla Founda￿On Bags lor Strife Barnardo's Barretslo BBC Children In Need BEN Motor and Allied Trades Benewjlent Fund BlrrrKngham Chifdren's Hospital Charity Blood¥Mse Blue Cross BMC Access and Congernetion Trust Brillsh Hsart Foundation Brib"sh ParalymtAc AsscLiaUon Cancer Res8arch UK CAffs (Cancer Awar8nes8 for Te•n$ and T￿fiti￿1 Children On The Edge Choose Lov8 IPrism th8 Gift Fund) Conservation Int4rnafj￿aI Crisis UK Cure Leukaernia Dementia Adwntrjre Dementia UK Disaslgrs EmprgenBy Committee Dove Hou$& FatF8ce Foundèb'on Flght for Peace IntemaUonal Glasgow Chlklr6n'$ H)spital Charlty Grace House Norkn E851 Gr8at lTrrrDnd Stre8t Hospital Chlldren's Ctsrlty Gr8enfing8rs Ch¥rlty Heartbeat Nortr Wesl C8rdiac Caro Hendy Foundation Hcffle-stsrt UK HcneyRose F¢undatlon Hospice UK Icandance Ilkley and Dlstrl¢l GWJ Nblghbours Isle of Play Jerw Chikjren's Charity Konl wsfdlSfe Trust LearniNJ Foundauon Leeds Cares mlllan Cancer Support Macrfllan Carrer Support Jer80y hfAggie Keswck Jencks Cancer Carlng ntsl Heatth Foundation MIND INallMal Associadcn lor ￿nts1 H￿1th> to in the Corrmunity Canine Corrpanion 11.209 12.932 62.187 190,B50 15,777 12,661 5,008 15,244 27.286 7.803 123.773 145,669 2,240 11,348 27,384 224,863 7,685 6,964 68,864 S,8S8 86,461 17.832 29.931 38,746 34,216 90,606 3,188 146,820 102.307 7.539 16 6,391 35,623 16,063 13,560 12.348 12,397 50,781 9,376 341 51,044 5,943 171,314 14,993 13,160 5,283 1.295 362.845 751 29,349 36.881 5.053 205,932 2.800 33,079 163,421 7,723 14,S03 12,251 40,292 8,586 14,888 5,863 42,269 42,587 8,426 4,456 6.729 3.892 210.627 14,695 1.187.643 21.664 86.165 61.226 109.960 135,028 64,500 5,772 7,607 8,282 1e3,832 19,309 804,317 21,148 84,022 64,150 67,991 92,057 40.407 Sub tot•1 3,455,206 2.788,443 Pennies A Trnual Report and Financial Slalemenls 2022 25133 The Pennies Foundation Notes lo the Financial Statements for the year ended 31 December 2023 carriad fonvard from previous paGe iona1 Deal Chlldr¢n's Socloty N*asUe upon Tyne Hospita[8 NHS Charlty S Charlti8s Together M)ah'8 Ark ChlPdr8n'8 Hospltal Charlty Nbrlh Wèst Air Ambulance Charlty Nbrlh Yorkshire Hospice Cafe Nbrlhttrn Iraland Fbspica Qnesighl EssilorLux)tJ¢a F￿ndation Papyrus Prevention of Young Suicide POUnd￿nd Foundation Prevent 8re8s1 Cancer Prostate Cancer UK PAYS gl Sunshine Royal Marlnes Associalon- The Royal Marines Charity Royal Soclety of Wlldlife Trusts Save the chI￿re￿ Fund Scottish ￿)untain Rescue Shelter Spad8w)rk Spo¢ial Olym￿c8 GB Sryead a SmSLe Target (XBrian Cancer Teenage Cancer Trust Teens Unlte Flghdng Cancer The Adnams Comnwnity Trust The Alder Hey Children's Charity Tho Brain Tumour Charity The Childhood Trust The Children'8 Charity The Engllsh Hgrllage Tru$l The Guide Dogs for the 811nd ASS￿1￿10n The JD Foundation The Nalonal So¢S9ty f¢r the Pr¥vgnbon of Cru&ty lo Chlldren The National Trust The Prince's Trust Th8 Rarnblers, Associalon The Royal Marsden Can¢8r Charlty The Screvhix Foundalion The Trussell Trust Togelher for Short Liwd T￿ycrOSS Zoo- East Mdland Zoobgi¢al Socloty Ltd bled Kingdom for UNHCR ULtle8lord Food Bank Waikiro Witr The Woundfjd w￿￿Ee & Grorril'5 Children's Foundation Wluerness Four￿atiOn UK WobErha￿ttsn Wandoror¥ FouThJaOon YHA EngLqnd & Wales YorkshSro Wildllfe Park Foundalon Young Epl￿PsY Young vs Cancer ￿3￿nent in grants payable on accrued donaJ¢ns or dOna￿on$ rec&ved and •wallng a grsnt nomlnab'on as at Ih8 ygar 8nd Cther grants equal lo or legs than £5,000 3,455,206 2,788,443 24138 4807 4138 12,515 46,512 6.189 28.241 42,071 5.000 1,060.098 14,410 60,322 80,000 5.993 5,272 15,532 28,389 12,019 133.422 28.845 25,000 30,062 35.813 73,303 7,165 1,3S7 71,680 28,S93 5,374 53,589 1S,146 30,771 681,703 726 176,415 21,893 665,836 11,465 6,750 86,327 4,791 68,864 35,763 12,$07 18,157 17,879 2,800 377,278 125,522 24,965 61,782 13,096 49,428 9,439 $42,201 S,049 1S,407 38,166 59,075 835,640 1,937 118,711 8,012 28,711 624,793 29,431 94,404 4,1d8 7,480 5,037 $,022 66,884 49,352 1,562 86,239 81,530 5,895 2,371 6,302 8,665 53,945 33,581 38,345 123,998 390,912 84,496 190,298 Total grants payoblo 7,977,922 8,257,984 The Trusteès Report pr￿deS m)re Infornwthon rebtiw lo Ihe Chadty'8 grant making policy. nts payablè In¢lude8 a comthlrrenl of £1.894,45612022.. £1,839,867) for gr8nts pald to eharile8 after tha year end. Pennles AnnuBI Report and Flnsnclal Slaiements 2023 26133 The Pennies Foundation Notes to the Financial Statements for the year ended 31 December 2023 Grant maklng (Gontinugdl or Ihe Incor￿ coll8Ctad in Ihe Republic of Irdand Iseo note 21, the fofThing grants to charities ￿ra payablg to instituttons during year.. 2023 2022 BJrrets¢ow* My Canlne Companlon other grarlts equal to w le68 than £6,000 224.883 64.500 629 27,364 40,407 4,714 Total grants pay4bl• 289.892 72,505 01 the inco￿￿ collecl•d in Jw8•y1s88 ntsttr 21. th• follo￿1￿9 grants to charities ￿ere payable to in¥ti￿tionS durlng Ihe year.. 2023 2022 Jersey Chlldren s Charity qemlllan Cancer Support Jersey Qh¥r gfants equol to ￿ legs Ihan £S,000 6.729 21.664 10.141 7,807 21,148 8,404 Total grants payable 38.534 37,159 (>ants payablè from Incon* co1￿Cted In thè Isla of Man Is dlsclogod In notè 19 trj th& flnanclÈl staloffonts. N•t l•xp¢nditur•l I In¢om• for th6 year Thls18 Stated after charglng.. 2023 2022 Oepreclallon of t8nglble Ilxed assets Arnrlsalon of IntangIb￿ flxed agsets Qpgrating lease rentals.. Propety Omer ALtditors' renwnerAUon Ilncludlng VAT).. Audlt fees 18.335 17,504 39,702 41,010 300 39,716 798 31,740 Analysls of sLiff coBts. trustse rvmunoration and expenseJ, and the c¢)3t of key management pprsonnel Slaff costs ￿rft a6 lolows.. 2023 2022 SalaTie5 and wagey Soc181 $ecurlty ¢o$ts Ernployer's contrlbutjon to deflned contrlbuuon pan￿On s¢heffÈg Staff Recruitment Gosts Oher Staff costs 864,239 87.267 79,323 7,349 3,097 786,572 86,720 53,494 12,512 4,418 1.031.275 943,716 Th¢ foll￿ng nurrber of enybyees rece1￿￿ ¢mploye¢ beneflts ol o¥tr £60.000 lexrludlng employer p•n*on ¢08tsl during Ihe year In tre fo11th￿n9 r8n9es: 2023 No. 2022 £60,001- £70.000 £70.001- £80.000 £80.001- £90,000 £90,001- £100,000 Pennie$ Annual Report 8nd Financial Statements 2023 27133 The Pennies Foundation Notes lo the Financial Stalements for the year ended 31 December 2023 Analysls of 9taff eostg, trustè• remunfyratlon and •xpon808, And th8 ¢o¥t of key management p•r8onnel (contlnu¢d} The total ewok)yee benefits ol Ihe key management personnel were as folbw,. 2023 2022 Salaries and vdges Social security costs Employer's contribulon to defined contrlbulon pensSon 8cherY*s 225.488 26.283 SS,151 201,854 25,400 41,321 306,922 288,575 Thé Charity trustees ￿Te neither paid nor reCeI￿d any other benefits from the Charity In the year 12022., £nlD. No Charity Irvsteo recei￿￿ payment for professional or other semces supplled to the Charity12022.. £nill. The Charity trustees wpre neither paid nor recelved any elrenses from the Charlty In th$ year12022'. £nlll. Durlng the year and, up lo the data of approval of Trustses, report, there a qualfylng thSrd-party indemnity in ￿ace for directors, as allowad by Section 234 of lh8 Coffpani8s Act 2006. Staff numbers The 8varage nuntsr of enyloyees (h6•d count based on nunrf)er of 8taff employed) during the year Was 1812022.. 171. Stsff are splll a¢ross Ihe 8cfjiAles of tre ¢h8rltsbfe ¢¢J)yny as follo￿8 (full t'me equlvalent ba818),' 2023 No. 2022 Charitable Actimties Support & GO￿rnanCe 13 12 18 17 Ralated party transactlons Alison Hijtchinson, the CEO of the Charity, is a non-e>Eculive director of the retailer DF8 Furniture pk which 0￿$ Sofology Llmitsd. During the y¢ar Sofology Linlted supported the Charity by enabling Pennies in Its stores colknting £53,883 12022.. £63,839) for UK charities. Al the end of th? year Sofclogy Limited Owed the Charity £299 12022.. £6,￿7> for donations col*tsd on Its bohaK. Robert Lèitao, a truBtee, is a managing partngr at Rothschild & Co. During the year the Charity paid Roth$chihd & Co £16.094 12022.. £9.2861 for hosting tho Charity's annual t￿nI for ovar 200 peop￿ and prowdlng audio and wideo production facilities. In addition Rothschikl & Co supported the Charity by proiiding the function rocm for tre annual e￿n*, and occasional m$eOng r¢JQrn ¢Jurlng tho year, valuid In total al £2,98212022.' £3,581) on a pro bono basls. Jullan Taybr, a trustee, is a partner in the law firm of SinTrKns and SimrrL)ns ￿lch supported the Charity by prowding *81 ad￿¢8 valued al £17,98012022', £nill on a pro bono ba858. Penny Lov911, a trustee, is a trustee ol Prism The Gift Fund (charity registration 10996821. In 2023 th8 Charity granted £50,78112022.' £16,063> to Prlsm The G(ft Fund. Ther8 was no bacl or doubttul d6t)ts Pro￿810￿ or aypènse from reL*d parues. Taxatlon The CharItsb￿ company 15 eyenyt from corporation tsx 85 all its inc()nE 15 charit8bk8 and is applied for ch8fitsb18 purposfjs. Pennl¢$ Annual Report Financial Slalemenls 2023 28133 The Pennies Foundation Notes to the Finaiicial Slateinents for the year ended 31 December 2023 10 Intonalble flxod 8$s•t$ Under ¢onstru¢t"on Sys18rns Other computer $othre $Of￿are Total Cost Al the start of the year Transfers AddlJon8 In year 25,260 125,2601 12,449 81,567 25.260 14.835 179.040 281J.887 53,304 80,588 At the end of the year 12,H9 121.662 232.3M 366.4S5 Amort18atlon At the start of the year Charge for the year 34.518 27.168 163.152 16.485 197.670 43,653 At tha end of Ihe year Not b¢¢k valuo At the end of the y•ar 61.686 179.637 241.323 12,449 59,976 52.707 125,132 Al the Start of the year 25,260 47,048 15.889 88.197 Al of the above assets are used for Charitab￿ purpos8S. Capital corrmitrllents as al 31 December 2023 totalkd £4,95012022.' £14,850) 11 Tangibl• r￿ed a88•t8 Office & Computer equipTrnl Leasohold Improvements orff Ge FUrnI￿re Total Cost Al tr)e start of the year Additions in year Disposals in year 82,822 26.537 30.688 6.639 175,9171 140.047 6.639 115.9171 Al the end of the year 82,822 26.537 21,410 130.769 D•pr•clatlon At the start of the year Chargè for thè year Aecumulated deprecia￿On on dlsposa& in year 38,711 10,804 12.347 3,461 25,290 4,071 76,348 18,336 115,9171 115.9171 At thè end of thè y•ar Net book valu• At th• •nd oltho y•ar 49.515 1S.808 13,444 78,767 33.308 10,729 7,966 62,002 Al Iha start of lh6 yèar 44.111 14,790 5,398 63,699 An of tho abo¥e a8Sèt8 are used for charltable purpxès. Both the anKrtisation and depreciation chaige for the year are included in unrestricted eypendilure cn charitable actiirities in the Statement of FlnancI81 AC￿￿tieS Ponni•$ Annual Report Financlal Slalemenis 2023 29133 The Pennies Foundation Notes to the Financial Slaleiments for the year ended 31 December 2023 12. Inve8tment8 The Charity owns 100•A ol the issued shared capital of Your Penny Limil8cl. a privato ￿mIt0￿ coryany reglstered in EngLqnd and Wales Ireglstered numb8r 68803061, being £1 sh8re. The inleslment Is valued al £1 12022,. £11 being £1 for the share apitsl. This is equal to tre value of Your Penny Limiled's reservès of £1. Your Penny Llmitèd is a dormant company. 13. Flnanclal and oth•r commltm•nts Al 31 December 2023 the Charlty had total canYn1tr￿nls under non-cancelLqble operal'ng le8$e$ as detrI￿d below. Propgrty 2023 EqLJipmenl 2023 2022 2022 Lfr￿ than one year One to li￿ years 46,420 205,686 73,868 301,628 600 850 600 1,250 252 106 375,496 1,850 In 2019. the Charlty entered a leg¥e for office premise¥ corrffencing on 24 May 2019 and e4)iring on 31 January 2027. In 2022 the offic8 pramlsas ￿tre Sold and thè now landlord haB 818ct8d io charge VAT on the rent wth effect from April 2022. 14. Debtor8 2023 2022 Donation debtors Accrued Income Prepaymonls Rent dep051t 831.484 160.234 38,872 24,937 789,243 132.952 54,293 24,937 1,043,527 1,001,425 Other debbr$ reprg$enl Pennle$ donaJon$ collectsd and Inwlced but not yel pald to the Charlty at the ye8r end. Accrued income represents Pannlès donations collected but not yel inwiced al the year end. Included in Accrued Income is £nil12022.' £100,000) Wnich represents a grant pl¥dg¢d In a prlor y¢ar that was paid in 2023. The rent depo811 relats8 to th8 Charity'$ ba8e on office premlses ontsr6d into In 2019, whlch ￿11 be hekj for more ihan one year. 15. Creditors: amount$ falling due within one yoar 2023 2022 Trade Cfedltors Amounts due lo subsidlary Tay8tion and social security Grant accruals other accru818 16.661 59,709 24.460 1,894.4S6 79,748 26,532 1,639,867 116,634 2,015.318 1,842,743 Pennies Annugl Report and Fingncial Slatem9nls 2023 30133 The Pennies Foundation Notes lo the Fiiiancial Statements for the year ended 31 December 2023 188 Anatys18 of not a$s8ts between funds (current year} G8neral unrestrlcted RestrIc￿l Totsl funds IntsngIb￿ fixed assets Tangible fix8d ass8ts In¥Rstments Net Gurrenl ?$sets 125,132 52,002 125,132 1.220,821 1.220.821 Net a6s&ts at 31 DoGember 2023 1,397,956 1,397,956 16b Anaiy81s of nèt a88èt$ botw••n fund8 Iprlor yurl General unrestricted Restricted Total fund$ Intang1b￿ flxed assets Tangible fixed assets Investrnenls Trtht Current assets 88.197 83.699 88,197 63,699 .235.860 1,235,860 Not 0¥90tg at 31 DKgmb8r 2022 1,387,757 1,387,757 17• Mov•m•nts In fvnd$ (current yearl At31 D•c•mber 2023 At 1 January 2023 Income & E>penditt>rt & galns losses Transfars Inlloull Restrlcted funds: Pennles donations Qher restrlcted fund 7,977,922 30,000 (7.977,9221 130,0001 Total re8trkted fund8 8,007,922 {8,007,9221 Gon8ral fvndg 1.387,757 1.378,909 {1.368,7101 1,397,956 Total unr•¥trlct•d fundi 1.387,7S7 1.376,909 11.368.710) 1,397.956 Total fund¥ 1,387.757 9.386.831 19,378,632} 1,397,958 Purp08e8 of re8trlcted funds P•nnig$ Donatlons The PennSes Donations restrlcted fund represtrnts the proporuon of Pennles donauons Ihe truBkes have agreed lo grant lo UK. Republic of Ireland, Isle of Man, or Jer8ey reglgtered Charl￿e$ thlch have been nomSnated by retsllers ￿ttiCh offer th￿r custorners the opportunity to donate Ma the digital charity box The proportion and the nominated ¢harity are narnd al the polnt of donation. Th8 mov8nwnt in this fund 1$ disckjsed In not• 4 to Ihe financial stAtemènts. Oth&r restrlctad fvnd The olhèr regtricted fund represents a donalon in support of the Pennles annual e%fnt thlch was held In N￿nthr 2023. P•nnies Annual R•pDrt and Financlal Stalern$nl$ 2023 31133 The Pennies Foundation Notes lo the Financial Statements for the year ended 31 DeGember 2023 17b Movements In funds Iprlor Y￿rI At31 D8¢gmb•r 2022 AI 1 January 2022 In¢orfft & Eyndlluro & galn$ k)8S88 Transfers I￿(OUt) Restrlcted funds.. Pennies donations CFN sy$t¢m fund (￿h@r r8Blrioied fund 8,2S7,984 {8,257,9841 45,944 145.944) 30,CK 130,0001 Total r•gtrlctèd funds 45,944 6.287,984 16,287,984) 145.944) Genoral funds 1.465,410 1.148,524 11,270,127? 1.387.7S7 Total unre¥tricted funds 1,465,416 1,148,524 11,270,127> 45,944 1,387.7$7 Total fijnds 1.511,360 7.434,508 17,558,111) 1,387.7S7 18. ReconollFatlon of nét Iwiondlturfjl to ngt c4$h fl¢)w from operatlng actfvttles 2023 2022 Net lexpendlturel for the rèportlng portod 188 par th¥ ¥tatempnt of Ilnanclal actlvltles) Deprgcialion charges Inlerost from In*s1n￿nIS Decreagelllncreasel In debt¢y$ Decrease In credltOTS 10.198 1123.6031 81,988 116,7831 142,1021 172.573 57,206 12.2331 71.626 228.028 Nèt cash provlded byllused Inl operatlng actlvttleg 185,874 231,024 l* of M¥n Actlvitle During the year, the Ch8rlty ¢o11o¢ted the foll￿n9 Incomo from donatlons In ¢h8 l$le of Man.. Unrestricted Restricted 2023 Total 2022 Total Voluntary Incomo Consurrpr donathons to Pennies I"Pennies donations") 1.081 12,319 13,400 8,873 During the year, the Charty incurred the f￿l￿n9 e>pendlture In ihe191e of Wn.. Direct Charitab Actimties Gov8rnance costs 2023 Total 2022 Total Grants payobb l$¥e an0￿$￿8 bew G￿rnance costs 12,319 12,319 4,667 7,429 1,244 4,657 12,319 4,857 18.978 8.673 Total •xpondlturo 2023 12,319 4,657 16,976 8,673 T¢)lal wendllure 2022 7.429 8,673 01 iho totsl 04)enditure, £4,8¥1 was unr85trictsd12022.' £1,244) Bnd £12,319 was re3lrlcl¢d12022.. t7,4291. PennieB Annual Report afid Financlal Statements 2023 32133 The Pennies Foundation Noles to the Financial Statements lor the year ended 31 December 2023 19. 18le of Man Actfvltles Icontinuedl Analy815 of grant& payable OF the incomè eolbctod in the Isle of Man. tre follthng orants to oharlties wère payable to Institutions during the year.. 2023 2022 Isle of Play MacrThllan Cancer Support Poundland Foundation Teenage Cancer Trust The JD Foundab'on Young Lives vs Cancer 4,458 5,772 6,010 583 1,184 85 739 1,657 137 Total grants payable 12,319 8,308 Grants payable illcludes a commltrngnt of £1,37412022', £2,295> for grants pald lo charities in the ISL• of Man after th• yoar Ond. 20. Legal gtatus of the charty Ihe charity 1$ a Company fimited by guarantee and has no share capital. The liability of 8ach rn8n*8r in lh8 e￿nt of wnding Lbp is limlted to £10. Pènnies Annual Repori and Financial Siaiem6nts 2023 33133