Charity Registration No. 1130025 

Company Registration No. 06882190 (England and Wales) 

## JOHANSSON FAMILY FOUNDATION LIMITED 

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## LEGAL AND ADMINISTRATIVE INFORMATION 

|Trustee Directors|J Johansson|
|---|---|
||S Johansson|
|Secretary|S Eyers|
|Charity number|1130025|
|Company number|06882190|
|Principal address|10 Lansdowne Road|
||London|
||United Kingdom|
||W11 3LW|
|Registered office|10 Lansdowne Road|
||London|
||W11 3LW|
|Accountants|Moore Kingston & Smith LLP|
||6th Floor|
||9 Appold Street|
||London|
||EC2A 2AP|
|Solicitors|Morgan Lewis & Bockius LLP|
||Condor House|
||5-10 St Paul's Churchyard|
||London|
||EC4M 8AL|
|Investment bankers|Citi Private Bank|
||25 Canada Square|
||Canary Wharf|
||London|
||E14 4QA|





## JOHANSSON FAMILY FOUNDATION LIMITED 

## CONTENTS 

||Page|
|---|---|
|Trustees' report|1 - 3|
|Independent examiner's report|4|
|Statement of financial activities and income and expenditure|5|
|account||
|Balance sheet|6|
|Notes to the financial statements|7 - 11|





## JOHANSSON FAMILY FOUNDATION LIMITED 

## TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) 

For the year ended 31 December 2023 

The Trustee Directors present their report and accounts for the year ended 31 December 2023. 

The accounts have been prepared in accordance with the accounting policies set out in note 1 to the accounts and comply with the charity's Memorandum and Articles of Association, the Companies Act 2006 and “Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)” (as amended for accounting periods commencing from 1 January 2016) 

The page headed Legal and Administrative Information forms part of this report. 

## Objectives and activities 

The charity’s objective is to advance such exclusively charitable purposes, according to the law of England and Wales, as the trustees shall decide.  Specifically the charity will further the Johansson family’s philanthropic activities and interests by operating as a donation making organisation. 

The trustees anticipate that this objective would normally be met by making donations to registered charities for use in relation to specific projects or activities undertaken by them that the trustees are satisfied are exclusively charitable under English law. 

The trustees will seek to satisfy themselves that every donation is made in furtherance of a charitable purpose that offers an identifiable benefit to the public, or a significant section of the public.  The trustees have complied with the duty in S17 of the Charities Act 2011 to have due regard to the public benefit guidance published by the Charity Commission. 

The Trustee Directors have paid due regard to guidance issued by the Charity Commission in deciding what activities the charity should undertake. 

## Donation making policies 

The trustees expect that the majority of their donations will be paid to charitable organisations in the United Kingdom and United States.  The charity may also make grants to well-established international charitable organisations. 

The charity will seek out potential grantees and solicit information relevant to its consideration of the grant and grant applications on a case by case basis.  In the future the charity may develop a more formal method for accepting unsolicited grant applications. 

## Achievements and performance 

## Review of funds receivable and their use and future developments 

Funding for the Johansson Family Foundation Limited will come primarily from contributions from various members of the Johansson Family. Charitable donations of £57,023 were made during the year and the charity incurred governance costs of £9,751. At the year end the charity had reserves of £808,181. 

In the future the Johansson Family Foundation Limited will continue to act as a vehicle for the Johansson Family’s charitable giving in the United Kingdom and United States.  The goals of the charity will evolve as directed by the trustees. 

## Investment powers 

In accordance with the Memorandum and Articles of Association the charity has the power to invest in such charitable purposes as the Trustees see fit. 

Page 1 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## TRUSTEES' REPORT (Continued)(INCLUDING DIRECTORS' REPORT) 

## For the year ended 31 December 2023 

## Risk management and reserves policy 

The charity has the power to set aside funds for special purposes or as reserves against future expenditure as the trustees see fit.  The charity’s policy on reserves is to maintain ample reserves to meet commitments that the charity has taken on. The trustees consider that there are minimal risks facing the Foundation as it is a solely donation making charity, they have not therefore made a formal risk assessment. 

## Structure, governance and management 

The charity is a company limited by shares governed by its Memorandum and Articles of Association dated 20 April 2009. 

The Trustee Directors, who are also the directors for the purpose of company law, and who served during the year were: 

J Johansson S Johansson C E Napora (Resigned 14 November 2023) 

The method of appointment and resignation of the trustees is set out in the Articles of Association. The Memorandum and Articles of Association allow for an unlimited number of trustees but a minimum of three. 

This report represents the directors’ report required by S417 of the Companies Act 2006. 

## Structure, governance and management 

The trustees hold periodic board meetings to discuss important charity matters.  The day to day management and administration of the charity was undertaken by C E Napora (resigned 14 November 2023) then S Eyers (appointed 14 November 2023) 

## Trustee induction and training 

Johansson Family Foundation Limited has no formal procedure for the induction and training of trustees, however the company secretary distributes charity commission publications to ensure the trustees are aware of their responsibilities. 

## Related parties 

Johansson Family Foundation, a Non-stock Non-profit Corporation organised under the Delaware General Corporation Law has complimentary objectives, and owns the share capital of Johansson Family Foundation Limited. 

Page 2 



Docusign Envelope ID 9983F17A.11404498-8371.F27251C14CD4
JOHANSSON FAMILY FOUNDATION LIMITED
TRUSTEES, REPORT IConlinued){INCLUDING DIRECTORS, REPORTI
For the year ended 31 December 2023
Statement of Trustees, responsibilities
The TILJsiee Direciors. who 3re also Ihe directors ol Johansson Family Foundation Limiled lor the purpose
ol company law. are responsible loi preparing the Truslees, Report and the accounts in accordance with
8pplicable12w and United Kingdom Ac¢ounling Slandards Ivniled Kingdom Generally A¢cepled A¢coLJnling
Pracli¢el.
Company Law requires the Trusiee Directors lo piepare a¢¢ounts lor ea¢h finan¢ial year which give a Irue
and fair view c>1 the siale ol allaifs ol the charity and ol the In¢oming resour¢es and appli¢ation of
resources. in¢l(Jding the income an(J expenditure. ol the Charitable company lor Ihal year.
In preparing these accounts. the Trustee Directors are required lo".
select suitable accounting policies and then apply them consislenlly".
observe the methods and principles in Ihe Charilies SORP.
make judgements and eslimales Ihal are reasonable an¢J prudenl. and
prepare the accounts on the going concem basis unle55 11 is inappropriate lo presume that the charity will
continue in operation.
The Trustee Direclors are responsible for keeping adequate accounting records that disclose wilh
reasonable accuracy al any lime the financial position ol Ihe charity and enable them lo ensure that the
accounts comply with the Companies Act 2006 They are also cesponsible lor safeguarding the assets of
Ihe charity and hence lor laking reasonable sleps lor the prevention and deteclion ol fraud and other
The Trustees, report was approved by the Board ol Trustee Direciors.
IED12ED55ICC
J Johansson
Dated. 23 July 2024
Page 3

## JOHANSSON FAMILY FOUNDATION LIMITED 

## INDEPENDENT EXAMINER'S REPORT 

## TO THE TRUSTEE DIRECTORS OF JOHANSSON FAMILY FOUNDATION LIMITED 

I report on the accounts of the charity for the year ended 31 December 2023, which are set out on pages 5 to 11. 

## Respective responsibilities of Trustee Directors and examiner 

The Trustee Directors, who are also the directors of Johansson Family Foundation Limited for the purposes of company law, are responsible for the preparation of the accounts. The  Trustee Directors consider that an audit is not required for this year under section 144(2) of the Charities Act 2011 (the 2011 Act) and that an independent examination is needed. 

Having satisfied myself that the charity is not subject to audit under company law and is eligible for independent examination, it is my responsibility to: 

- (i) examine the accounts under section 145 of the 2011 Act; 

- (ii) to follow the procedures laid down in the general Directions given by the Charity Commission under section 145(5)(b) of the 2011 Act; and 

- (iii) to state whether particular matters have come to my attention. 

## Basis of independent examiner's report 

My examination was carried out in accordance with the general Directions given by the Charity Commission. An examination includes a review of the accounting records kept by the charity and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts, and seeking explanations from you as trustees concerning any such matters. The procedures undertaken do not provide all the evidence that would be required in an audit and consequently no opinion is given as to whether the accounts present a ‘true and fair view’ and the report is limited to those matters set out in the next statement. 

## Independent examiner's statement 

In connection with my examination, no other matter except that referred to in the previous paragraph has come to my attention: 

- (a) which gives me reasonable cause to believe that in any material respect the requirements: 

   - (i) to keep accounting records in accordance with section 386 of the Companies Act 2006; and 

   - (ii) to prepare accounts which accord with the accounting records, comply with the accounting requirements of 396 of the Companies Act 2006 and with the methods and principles of the Statement of Recommended Practice: Accounting and Reporting by Charities; 

   - have not been met or 

- (b) to which, in my opinion, attention should be drawn in order to enable a proper understanding of the accounts to be reached. 


Andrew Grieve FCA 

Moore Kingston & Smith LLP 

6th Floor 9 Appold Street London EC2A 2AP 

Dated: 23 July 2024 

Page 4 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT 

For the year ended 31 December 2023 

|||Unrestricted|Unrestricte|
|---|---|---|---|
||||d|
|||funds|funds|
|||2023|2022|
||Notes|£|£|
|Income from:||||
|Donations and legacies|2|16,770|120,000|
|Investments|3|37,345|48,568|
|Total income||54,115|168,568|
|Expenditure on:||||
|Charitable activities|4|66,774|149,686|
|Net gains on investments|9|(45,627)|(114,347)|
|Net outgoing resources||(58,286)|(95,465)|
|Other recognised gains and losses||||
|Other gains or losses||62,428|20,430|
|Net movement in funds||4,142|(75,035)|
|Fund balances at 1 January 2023||804,039|879,074|
|Fund balances at 31 December 2023||808,181|804,039|



There are no recognised gains and losses other than those passing through the profit and loss account. 

The profit and loss account has been prepared on the basis that all operations are continuing operations. 

The statement of financial activities also complies with the requirements for an income and expenditure account under the Companies Act 2006. 

Page 5 



Docusign Envelope ID 9983F17A.11404498-8371.F27251C14CD4
JOHANSSON FAMILY FOUNDATION LIMITED
BALANCE SHEET
As al 31 December 2023
2023
2022
Notes
Fixed assets
Investments
Current assets
Cash al bank and in hand
11
786.336
824,707
38.535
56.442
Creditors.. arnounts falling due within
one year
12
116.6901
177.1101
Nel current assets,
21.845
120.6681
Total assets less current liabilities
808.181
804,039
Income funds
nr
General unreslricled funds
Share capital
808.171
10
804.029
10
808.181
804,039
808.181
804,039
For the financial year ended 31 December 2023 the company was enlilled lo exemption from audit under
section 477 01 the Companies Act 2006 relaling lo small companies.
Directors, responsibilities..
The members have nol Tequired the company lo obtain an audit ol Ils financial statemenls lor the
year In queslion in accordance wilh seclion 476.
• The directors acknowledge their responsibilities for complying with the requirements of the Act with
respecl lo accounting records and the preparalion ol financial slatemenls.
These financial slalements have been prepared in accordance wilh the provisions applicable lo companies
subject lo the small comp8nies' regime.
The financial slalemenls were approved by Ihe Trust￿ Direclors on 23 July 2024
J Johansson
Trustee
Company Registration No. 06882190
Page 6

## JOHANSSON FAMILY FOUNDATION LIMITED 

## NOTES TO THE  FINANCIAL STATEMENTS 

For the year ended 31 December 2023 

## 1 Accounting policies 

## Charity information 

Johansson Family Foundation Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 Lansdowne Road, London, W11 3LW. 

## 1.1 Accounting convention 

The accounts have been prepared in accordance with the charity's Memorandum and Articles of Association,  the Companies Act 2006 and “Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)” (as amended for accounting periods commencing from 1 January 2016). The charity is a Public Benefit Entity as defined by FRS 102. 

The accounts are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

The accounts have been prepared under the historical cost convention and certain financial instruments at fair value. The principal accounting policies adopted are set out below. 

## 1.2 Going concern 

At the time of approving the accounts, the Trustee Directors have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. Thus the Trustees' continue to adopt the going concern basis of accounting in preparing the accounts. 

## 1.3 Charitable funds 

Unrestricted funds are available for use at the discretion of the Trustee Directors in furtherance of their charitable objectives unless the funds have been designated for other purposes. 

## 1.4 Incoming resources 

Income is recognised when the charity 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 donations are recognised on receipt. Other donations are recognised once the charity 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 otherwise if the charity 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. 

Investment income is included when receivable. 

## 1.5 Resources expended 

Resources expended are recognised in the period in which they are incurred on an accruals basis. Resources expended include attributable VAT which cannot be recovered. Costs of charitable activities include direct expenditure incurred through grants to partners and operational activities together with associated support costs. Grants are recognised in the period in which they are payable. Grants payable in furtherance of the charity’s objects are attributed to the related classification heading in the SOFA. The costs of raising funds relate to the costs incurred by the charitable company in raising funds for the charitable work. Expenditure is allocated to the particular activity where the cost relates directly to that activity. 

Page 7 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## NOTES TO THE  FINANCIAL STATEMENTS (Continued) 

For the year ended 31 December 2023 

## 1 Accounting policies 

## (Continued) 

## 1.6 Fixed asset investments 

Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date except where no open market value is readily available when they are measured at transaction price less any provision for impairment. Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred. 

## 1.7 Cash and cash equivalents 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. 

## 1.8 Financial instruments Debtors 

Short term debtors are measured at transaction price, less any impairment. Loans and other debtors receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. 

## Creditors 

Short term trade creditors and other current creditors payable on demand are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. 

## 1.9 Foreign exchange 

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.  Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.  All differences are taken to the profit and loss account. 

## 1.10 Donations payable 

Donations are accounted for when the donation has been approved by the trustees and notified in writing to the beneficiary.  Multiyear donations are accounted for when either the recipient has a reasonable expectation that they will receive a donation and the trustees have agreed to pay the donation without condition, or the recipient has a reasonable expectation that they will receive a donation and any condition attaching the donation is outside of the control of the charitable company. 

## 2 Donations and legacies 

||2023|2022|
|---|---|---|
||£|£|
|Donations and gifts|16,770|120,000|



Page 8 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## NOTES TO THE  FINANCIAL STATEMENTS (Continued) 

For the year ended 31 December 2023 

|3<br>Investments<br>Income from investments<br>4<br>Charitable activities<br>Grant funding of activities (see note 5)<br>Share of governance costs (see note 6)<br>5<br>Grants payable<br>Grants to institutions:<br>Almedia Theatre<br>Greenhouse Sports Ltd<br>Kent Place school<br>Level Water<br>Morgan Library and Museum<br>MouseTrap<br>Whizz kid<br>Victoria & Albert Museum<br>Mary Hare Foundation<br>St Clements<br>Other|Total<br>2023<br>£<br>37,345<br>2023<br>£<br>57,023<br>9,751<br>66,774<br>2023<br>£<br>-<br>12,000<br>-<br>-<br>27,723<br>-<br>500<br>10,300<br>1,500<br>5,000<br>-<br>57,023<br>57,023|Total<br>2022<br>£<br>48,568<br>2022<br>£<br>151,680<br>(1,994)<br>149,686<br>2022<br>£<br>1,000<br>20,000<br>1,249<br>500<br>108,261<br>12,500<br>-<br>10,000<br>-<br>-<br>(1,830)<br>151,680<br>151,680|
|---|---|---|



The charitable company included £150,000 as a donation to the Big Issue Invest Social Enterprise Investment for a programme related investment in 2017. It was treated as a donation due to the uncertainty of recovering the investment. The investment in the Big Issue Invest Social Enterprise Investment continues to be held at nil value but gave rise to income in the year of £5,661  (2022: £18,468). 

Page 9 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## NOTES TO THE  FINANCIAL STATEMENTS (Continued) 

For the year ended 31 December 2023 

|6<br>Governance costs<br>Legal and professional costs<br>Independent Examiners Fees|2023<br>£<br>2,751<br>7,000<br>9,751|2022<br>£<br>(8,994)<br>7,000|
|---|---|---|
|||(1,994)|



## 7 Trustee Directors 

None of the Trustee Directors (or any persons connected with them) received any remuneration or benefits. 

## 8 Employees 

The average monthly number of persons (including directors) employed by the company during the year was: 

|Trustees|2023<br>Number<br>3<br>3|2022<br>Number<br>3|
|---|---|---|
|||3|



No remuneration was paid in the year. 

## 9 Net (gains)/losses on investments 

||Unrestricted|Unrestricted|
|---|---|---|
||funds|funds|
||£|£|
|Revaluation of investments|38,371|154,115|
|(Gain)/loss on sale of investments|7,256|(39,768)|
||45,627|114,347|



## 10 Taxation 

The charity is exempt from corporation tax on its charitable activities. 

Page 10 



## JOHANSSON FAMILY FOUNDATION LIMITED 

## NOTES TO THE  FINANCIAL STATEMENTS (Continued) 

For the year ended 31 December 2023 

## 11 Fixed asset investments 

|Listed<br>Investments<br>Other<br>investments<br>£<br>£<br>Cost or valuation<br>At 1 January 2023<br>624,707<br>200,000<br>Net gain/(loss) on revaluation<br>15,897<br>-<br>Disposals<br>(54,268)<br>-<br>At 31 December 2023<br>586,336<br>200,000<br>Carrying amount<br>At 31 December 2023<br>586,336<br>200,000<br>At 31 December 2022<br>624,707<br>200,000|Total<br>£<br>824,707<br>15,897<br>(54,268)|
|---|---|
||786,336|
||786,336|
||824,707|



## 12 Creditors: amounts falling due within one year 

|12<br>Creditors: amounts falling due within one year|||
|---|---|---|
|Other creditors<br>Accruals and deferred income<br>13<br>Share capital<br>Ordinary share capital<br>Issued and fully paid<br>10 ordinary shares of £1 each|2023<br>£<br>8,690<br>8,000<br>16,690<br>2023<br>£<br>10|2022<br>£<br>69,110<br>8,000|
|||77,110|
|||2022<br>£<br>10|



## 14 Ultimate controlling party 

The charity’s parent company is The Johansson Family Foundation, a non-profit organisation incorporated in Delaware, USA, by virtue of its shareholding.  This entity is controlled by its trustees and treasurer, who are the same as for Johansson Family Foundation Limited. 

## 15 Related party transactions 

At 31 December 2023 the charity owed £nil (2022: £16,770) to J and S Johansson, trustees of the company. These amounts were interest free and repayable on demand. 

As stated in the Trustees Report the charity is the vehicle for the Johansson family charitable giving which is the source of donations received in the current and previous year. 

Page 11