Charlty reglstratlon number 1122870 THE DONALD GORDON THIRD FOUNDATION ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024 THE DONALD GORDON THIRD FOUNDATION LEGAL AND ADMINISTRATIVE INFORMATION Trustees W Appelbaum G Gordon A Sternberg H l Appelbaum M Abel S Tager N Appelbaum Terra Nova Trustees (Pty) Limited (Appointed 20 August 2024) (Appointed 20 August 2024) (Appointed 20 August 2024) (Appointed 20 August 2024) Charlty number 1122870 Reglstered office clo Stonehag8 Fleming 6 St James's Square London United Kingdom SW1Y 4JU Audltor Azets Audit SeNices Ashcombe Court Woolsack Way Godalming Surrey United Kingdom GU71LQ THE DONALD GORDON THIRD FOUNDATION CONTENTS Page Trustees report Independent auditor's report Stalement of financial acllvities Balance sheet Stalement of cash flows Notes to the financial stalements 10-16 THE DONALD GORDON THIRD FOUNDATION TRUSTEES REPORT FOR THE YEAR ENDED 29 FEBRUAR Y 2024 The Trustees present Iheir annual report and financial sialements for the year ended 29 February 2024. The Trustees have adopted Ihe provisions of the Ststement of Recommended Practice {SORP) "Accounting and Reports'ng by Charitses" in preparing the annual report and financol statements of the Foundation. The financlal sialements have been prepared In accordance wlth the 8ccounling policies set out in note 1 lo the financial slalemenls and comply wllh the Foundalion's goveming d0￿Ment, the Trust Deed dated 14 August 2007. the Charities Act 2011 and the Chafilies SORP 'Accounling and Reporting by Charities". Slalement ol Recommended Practice applicable to chanties preparing their Bccounts in accofdance with the Financial Reporting Standard applicable in the UK and Republic of Ireland {FRS 1021" {effectNe 1 January 2019). Oblectlv•s and actlvftle3 The Donald Gordon Third FourKJation Is 8 charltable trust its main objects being the a (ISAS (UK)) and applicabl8 law. Our responsibilities under those stsndards are lurther de5cnbed in the Audilorfs responsibilitie5 lor the audit of the financi81 statements section of our rewrt. We are independent of the Foundation in accordance with the ethical requirements that are relevant to our audil ol the financial statements in the UK. including Ihe FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance wilh these requirements. We believe thal the audit evidence we have obtalned is sufficient and appropriate lo provide a basls for our oplnlon. Concluslons relatlng to golng concern In auditing the financial slalemenls, we have concluded that Ihe Trustees use of thè golng concern basis of accounting in the preparation of the financial stalemenls is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually Of collectively. may cast S￿nIfICant doubt on the Foundalion's ability lo continue as going concem for a period ol al least ￿e1ve months from when the financlal statements are authorised for issue. Our responslbilities and Ihe responsibSllties of the Trtsstees with respect to going concem are described Sn the relevant sections of this report. Other Information The other information comprises the infonnation included in the annual report other than the financlal ststements and our audilorfs report Ihereon. The Trustees are responsible for the other information contained within the annual report. Our opinion on the financi81 statements does not cover the other information and we do not express any form of assurance conclLJsSon Ihereon. Our responsibS1Sty Is lo read the olher infomialion and, Sn doing so, conslder whelher the other information is malerially Inconsistent wllh the financlal slatemenls or our knowledge oblairtred in the course of the audit, or othe￿ise appears to be malerially misstated. If we identfy such material inconsistencies or apparent material misstatements. are required to determine whether this gives rise to a material misstatement in the financi81 stalemenls themselves. If, based on the work we have perfonned, we condude that there is m81erial misslatemenl of Ihis other information, we are required lo report thal fact. We have nothlng to report In Ihls regard, Matter8 on whlch wo are requlro<1 lo r•port by •xc•ptlon We have nothing lo report in respect of the followng matters in relation lo which the Charities {Accounts and Reports) Regulations 2008 require us to report to you rf, in our opinion.. the information given in ihe financial ststements is inconsislent in any material resped with the Trustees report., or sufficient accounting records have not been kepi; or the financial statements are not in agreement with the accounting records: or we have not received all Ihe Infonnaloon and explanalions we require for our audit. THE DONALD GORDON THIRD FOUNDATION INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF THE DONALD GORDON THIRD FOUNDATION Rosponslbllltlos of Trusl••8 As explained more fully in the statement of Trustees responsibilities, the Trustees are responsible lor the preparation of the fi'nancial ststemenls and for being satisfied that they give a true and fair view. and for such intemal control as the Trustees detemiine is necessary to enable the preparation of financial statements that are free from material misstalement, whether due to fraud or efror. In preparing the linancial ststements. the Trustees are responsible for assessing the Foundation's ability to continue as a going concern, disclosing, as applicable, matters related to going corbcem and using the going concern basis of accounting unless the Trustees either inlend to cease operations. or have no realistic allemative but to do so. Audltof 8 rospon8lbllltles for Iho audtt of tho flnanclal 8tatomenls We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the l and relevant regulations made or having effe¢t thereunder. Our objeclives are to obtain reasonable assurance al)out whether Ihe financial statements as a whole are free from malenal misslatemenl. whether due lo fraud or error. and lo issue an auditor's report thal Includes our opinion. Reasonabl8 assurance is a high lev81 of assurance but is not a guarantee that an audit conducted in accordance th ISAS (UK) will always detect a material misstatement when il exists. Misstatements can 8rise from fraud or error and are considered material if. individually or in the 8ggre9ale, they could reasonably be expected to Inlluence the economlc decislons ol users laken on the basls ol these financlal stalements. A further description ol our responsibilibes is available on the Financial Reporting Councll's website at: https:11 wvNI.frc.org.uklauditorsresponsibilities. This descripts'on fomis part of our auditors report. Ext•nt to whlch the audlt was ¢onsldered capabl• of d•t•ctlng Irr•gularltl•8, Includlng fraud Irregularits'es, including fraud. are instances ol non-compliance with laws and regulations. We design Procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website. to delect material mlsstatements in respecl ol irregularities, includlng fraud. We obtain and update our underslanding of the entity. its activlties, Its control envlronmenl, and Ilkely future developments. including in relation to the legal and regulatory framework applicable and how the entity is complying th that framework. Based on this understsnding. we identsfy and assess the risks of material misstslemenl of the financlal stslemenls. whether due lo fraud or error, design and perfomi audit procedures responsive to those risks. and oblain audit evldence that is sufficient and appropriate lo provlde a basls for our opinion. Thls includes considerallon of the rlsk of acts by Ihe entity Ihal were contrary to applicable laws and regulalions, including fraud. In response lo the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included.. Enqulry of management and th08e tharged with governance around aclual and potenlial lillgallon and claims as w811 as actual. suspected and alleged fraud: Reviewing minutes of meetings of those charged wilh govemance: Assessing the extent of compliance with the laws and regulations considered to have a direct material effecl on the financial statements or the operations of the entity through enquiry and inspection: Reviewing financial statement disclosures and lesting lo supporting documentation to assess compliance with applicable laws and regulations; Performing audit work over the risk of management bias and override of controls, Including testing of journal entries and other adjustments for appropriatene55. evaluating the business rationale of 5ignificanl transactions outside the normal course of busiriess and reviewing accounts'ng estimates for indicators ol potential bias. Because of the inherent limilations of an audit. there is a risk that we will not delect all irregularities, including those leading to a material misstalemenl in the financial stalemenls or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is ￿moVed from the events and transathons reflected in the financial statements. as we will be less likely to become aware of instances of non-compliance. The risk ol not delecting 8 material misststemenl resulting from fraud is higher than for one resulting from error. as fraud may involve collusion. forgery, intentional omissions, misrepresentations, or the override of inlemal control. THE DONALD GORDON THIRD FOUNDATION INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF THE DONALD GORDON THIRD FOUNDATION Use of our report This report is made solely to the charity s trustees, as a body, in accordance wilh part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so thal we might state to the charity's trustees those matters we are required to state lo them in an auditor's 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 charity and the charity's trustees as a body, for our audit work, for this report, or for the opinions we have formed. Ats*s £0 L&S Debra Saunders Bsc FCA (Senior Statutory Auditor) for and on behalf of Azets Audit Servicos 20 December 2024 Chartered Accountants Statutory Auditor Ashcomb8 Court Woolsack Way Godalming Surrey United Kingdom GU7 1LQ Azets Audit Services is eligible for appointment as auditor of the Foundation by virtue of its eligibility for appointm8nt as auditor of a company under section 1212 of the Companies Act 2006. THE DONALD GORDON THIRD FOUNDATION STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 29 FEBRUARY 2024 Unrestrlcted Unrestrlcled funds funds 2024 2023 ZAR ZAR Notes Income from: Donations and legacies Investments 141,564,160 7,822,675 Total Income 7,822,675 141,564,160 enditure on: Charitable activities 8.765,233 353,787 Net gainslllossesl on investments 1205,533) Nel In¢omel(èxpendlture) for the year (1,148,091) 141,210,373 Other recognlsed galns and losses Other gains or losses 11 (3,637,286) 128,991) Nel movement In funds (4,785,377) 141,181,382 Fund balances at 1 March 2023 141,112,135 169,247) Fund balances at 29 February 2024 136,326,758 141,112,135 The statement of financial activities includes all gains and losses recognised in the year. All income and expenditure derives from continuing activities. THE DONALD GORDON THIRD FOUNDATION BALANCE SHEET AS AT 29 FEBRUARY2024 2024 2023 Notes ZAR ZAR ZAR ZAR Fixed assets Investments 12 65,348,545 Current assets Debtors Cash at bank and in hand 13 141,451,162 12,753 71,555,351 71,555,351 141,463,915 Creditors: amounts falling due within one year 14 (577,138) {351,7801 Net current assets 70.978,213 141.112,135 Total a888t8 le88 current Ilabllltle8 136,326,758 141.112,135 Income funds Unrestricted funds General unrestricted funds Trust capilal 136,324,692 2,066 141,110,069 2,066 136,326,758 141,112,135 136,326,758 141,112,135 The financial statements were approved by the Trustees on 19 December 2024 A Sternberg Trustee H l Appelbaum Trustee THE DONALD GORDON THIRD FOUNDATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 29 FEBRUARY 2024 2024 2023 Notes ZAR ZAR ZAR ZAR Cash flows from operating activities Cash generaled from operations 17 62,822,841 8,847 Investing activities Purchase of investments Proceeds from disposal of investments Investment income received (60,012,937) 62,668,293 6,064,401 Net cash generated froml{used in) Investlng actlvltles 8,719,757 Net cash used In flnanclng actlvltles Net Increase In cash and cash equlvalents 71,542,598 8,847 Cash and cash 8quival8nts at beginning of y8ar 12,753 3,906 Ca8h and cash equlvalent8 at end of year 71,555,351 12,753 THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024 Accounting policies Charity information The Donald Gordon Third Foundation is an unincorporated charilable foundation governed by a deed dated 14 August 2007 and registered in England & Wales on 19 February 2008. The registered office of the charity is clo Stonehage Fleming, 6 St James's Square, London. SW1Y 4JU. 1.1 Accounting convention The financial statements have been prepared in accordance with the Foundations governing document, th8 Charities Act 2011, FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" I'FRS 102") and the Charities SORP "Accounting and Reporling by Charities.. Statement of Recommended Practice applicable to Charitie5 preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021. (effective 1 January 2019}. The Foundation is a Public Benefit Entity as defined by FRS 102. The financial statements are prepared in South African Rand {ZAR), which is the functional currency of the Foundation. Monetary amounts in these financial statements are rounded lo the nearest Rand. The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. 1.2 Golng concern At the time of approving the financial statements, the Trustees have a reasonable expectation that the Foundation has adequate resources to continue in operational existence for the foreseeable future, taking into a¢¢ount the distributions that the Trust has received from the Estate of the late Sir Donald Gordon. Thus the Trustees continu8 to adopt th8 going concern basis of accounting in preparing the financial statements. 1.3 Charltable funds Unrestrict8d funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives. Restricted funds are subje¢t lo specific Condilions by donors as lo how they may be used. The purposes and uses of the restricted funds are sel out in the notes to the financial ststements. 1.4 Income Income is recognised when the Foundation is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received. Cash donalions are recognised on receipt. Other donations are recognised once the Foundation has been notified of the donation, unless performance conditions require deferral of the amount. Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation. Legacies are recognised on receipt or othe￿iSe if the Foundation has been notified of an impending distribution, the amount is known, and receipt is expected. If the amount is not known, the legacy is treated as a contingent asset. 10- THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 Accounting policies (Continu8d) 1.5 Expendlture Expendilure is recognised once there is a legal or construclive obligalion to transfer economic benefit to a third party. it is probable that a transfer of economic benefits will be required in settlement, and the amount of the obligation can be measured reliably. Expenditure is classified by activity. The costs of each activity are mada up of the lotal of dir8Ct costs and shared costs. including support costs involved in undertaking each activity. Direct costs attributable to a single activity are allocated directly lo that activity. Shared costs which contribute to more than one activity and support costs which are nol altributable to a single activity are apportioned between those activities on a basis consistent with the use of resources. Central staff costs are allocated on the basis of time spent, and depreciation charges are allocated on the portion of the asset's use. 1.6 Fixed asset investments Fixed asset investments ar8 initially measured at transaction price excluding transaction costs, and ar8 subsequently measured al fair value at each reporting date. Changes in fair value are recognised in net incomellexpenditure) for the year. Transaction costs are expensed as incurred. 1.7 Cash and cash equlvalents Cash and cash equivalents include cash in hand, deposits held at call wilh banks, other short-term liquid investments with original maturities of three months or less. 1.8 Flnanclal Instruments The Foundation has elected to apply the provisions of Section 11 'Basic Financial Instruments, and Section 12 'Other Financial Instruments Issues, of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Foundation's balance sheet when the Foundation becomes party to the contractual provisions of the inslrument. Financial assets and liabilities are offset. with the net amounts presented in the financial slaternents. when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction pri￿ including transaction costs and are subsequently carried at amortised cost using the effective interest melhod unless Ihe arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. Baslc flnanclal Ilabllltles Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangemenl constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted al a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost. using the effective interest rate method. Trade creditors are obligations lo pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if paymenl is due within on8 year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction pri￿ and subsequently measured at amortised cost using the effective interest method. 11 THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 Accounting policies (Continu8d) Derecognltlon of flnanclal Ilabllltles Financial liabililias are darecognised when the Foundation's contractual obligations expire or are discharged or cancelled. 1.9 Foreign exchange Transactions in currencies other than South African Rand are recorded al the rates of exchange prevailing at the dales of the transactions. At each reporting end dale, monetary assets and liabilities that are denominated in foreign currencies are retranslated al the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or1055. Crltlcal accountlng estlmates and Judgements In the application of the Foundalion's accounting policies, the Trustees are required to make judgements, estimates and assumptions about Ihe carrying amount of assels and liabilities that are not readily apparent from oth8r sourc8s. The estimates and associat8d assumplions ar8 based on historical 8XP8ri8nc8 and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumpiions are reviewed on an ongoing basis. Revisions lo accounling estimates are recognised in the period in which the estimate is revised where the rèvision affects only that period, or in the period of the revision and futur8 periods where th8 revision affects both current and future periods. Crltlcal Judgements Legacy income recognition The Trustees consider whether the receipt of legacy income they were aware of al year end is probable, in accordance with the recognition criteria set out in the Charily SORP. Where the amount of such future legacy income cannot be measured or estimated with sufficienl reliability the details of Ihe legacy are disclosed as a Contingent asset unlil the criteria for income recognition are met. The Trustees exercise their judgement over the ability to measure or estimate future legacy income based on infomation available to up to th8 date of signing the financial statements. Income from donatlons and legacles Total Unrestrlcled funds 2024 ZAR 2023 ZAR Donations and legaci8S 141,564,160 12- THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 Investments Unrestricled funds Total 2024 ZAR 2023 ZAR Income from listed investments Interest receivable 858,572 6,964,103 7,822,675 Charitable activitias Charltable Charltable aclivities activities 2024 2023 ZAR ZAR Donations paid 8.500,000 100,000 Share of governanc8 Costs (see note 6) 265,233 253,787 8,765,233 353,787 Support costs Support Governance costs costs ZAR ZAR 2024 Support Governance costs costs ZAR ZAR 2023 ZAR ZAR Audit fees Legal and professional Accountancy Secretarial fees Bank charges 54,480 81,541 109,571 5,249 14,392 54,480 81,541 109,571 5,249 14,392 152,554 152,554 98,852 98,852 2,381 2,381 265,233 265,233 253,787 253,787 Analysed be￿een Charitable activities 265,233 265.233 253,787 253,787 13- THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 Trustees None of the Trustees (or any persons connected with them) received any remuneration or benefits from the Foundation dunng the year. There were no trustees, expenses paid for the year ended 28 February 2024 nor for the year ended 28 February 2023. Employees The average monthly number of employees during the year was: 2024 Number 2023 Number Total There were no employees whose annual remuneration was more than £60,000 equivalent. Net galnsl(losses) on Investments Unrestrlcled funds Total 2024 ZAR 2023 ZAR Revaluation of investments Gainlllossl on sale of inveslmenls 134,746) 1170,787) 1205,533) 10 Taxatlon The charity is exempt from tax on income and gains falling within section 505 of the Taxes Act 1988 or seclion 252 of the Taxation of Chargeable Gains A¢t 1992 to the extent that these are applied to its charitable objects. 11 Other galns or losses Unrestricled Unrestricled funds funds 2024 ZAR 2023 ZAR other (gainslllosses including foreign exchange 3,637,286 28,991 14- THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 12 Fixed asset investments Llsted investments ZAR Long term deposit ZAR Total ZAR Cost or valuatlon At 1 March 2023 Additions Valuation changes Interest Disposals 62,839,080 63,625.017 126,464,097 {34,746) 134,746) 1.758,274 1,758,274 (62,839,080) 162,839,080) At 29 February 2024 65,348,545 65,348,545 Carrylng amount At 29 February 2024 65,348,545 65,348,545 At 28 February 2023 13 Deblors 2024 ZAR 2023 ZAR Amounts falllng due wlthln one year: Other debtors (note 16) 141,451,162 14 Credltors: amounts falllng due wllhln one year 2024 ZAR 2023 ZAR Other creditors Accrua15 314,996 262,142 113,000 238,780 577,138 351,780 15 Conlingent assets There is uncertainty over the value of Ihe further legacies the charity will re￿1ve from the Estate of the Late Sir Donald Gordon as the remaining assels are related to fixed property in South Africa. Due to this significant uncertainty no income has been reflected in relation to this further legacy to be received. 15- THE DONALD GORDON THIRD FOUNDATION NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 29 FEBRUARY 2024 16 Related party transactions During the year the Foundation has received donations of ZAR Nil 12023.. ZAR 113,000) from The Donald Gordon Foundation, a Foundalion with Trustees in common. The Foundation has received donations of ZAR Nil {2023.' ZAR 141,451.162} from the South African Estate of the Late Sir Donald Gordon. The other debtor balance of ZAR nil (2023.. ZAR 141,451,162) is due from the Estate of the Late Sir Donald Gordon al 29 February 2024. There are execulors of the Estate of Ihe Late Sir Donald Gordon who are Trustees of the Foundation. The Foundation incurred ZAR 69,752 for administration services provided by Stonehage Fleming Financial Services (Pty) Ltd. The nominee for a Trustee is an employee of Stonehage Fleming Financial Services (Pty} Ltd. Additionally, during the year the Foundation incurred costs of ZAR 50,279 (2023: ZAR Nil} for adminstralive services provided by Exmoor Fiduciary Limited, a company of which trustee A Sternberg is a director. 17 Cash generated from operatlons 2024 ZAR 2023 ZAR (Deficitllsurpus for the year {1,148,091} 141,210,373 Adjustments for.. Investment income recognised in statement of financial activities Other losses including foreign exchange Loss on disposal of investm8nls Fair value gains and losses on investments {7,822,675} {3,637,286} 170,787 34,746 128,991) Movements in working capital.. Decreasellincreasel in debtors Increase in credilors 75,000,002 (141,451,162) 225,358 278,628 Cash generated from operations 62,822,841 8,848 16-