THE MCLAIN FOUNDATION LIMITED {Roglst•red Charity No. 1139841 and Company No. 07463093) ANNUAL REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 RAWLINSON & HUNTER
THE MCLAIN FOUNDATION LIMITED ANNUAL REPORT QF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 CONTENTS Page Annual Report of th8 Tru$te8s Independent Auditor's R8POrt Statement of Financlal A1veS (including Income and Expenditure Account) 10 Balance Sheet 11 Statement of Cash Flows 12 Notes to the Financial Statements 13-20
Pa9e 1 THE MCLAIN FOUNDATION UMITED ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2023 Thé Trustees present their report and the independently audited financial statements of Th& McLain Foundation Limited l.the Foundation. or °Ihe charitable Gompany'l. for the year ended 31 Dec8mber 2023. These havg b8en prepared in accordan wlth the accounting policies set out on pages 13 to 15 and Gomply with appll¢able Gharily law. The financial statements comply with the Charities Act 2011 and where applicable, the Charities A¢1 2022, the Companies Act 2006, the Memorandum and Articles of Association, and Accounting and Reporting by Chariti8s.' Slatement of Rewmmended PraGlice applicable to charities preparing their accounts in accordance with Ihe Financial Reporting Standard applicable in the UK and Republic cfj Ireland (FRS 102) I'charities SORP FRS 102"), the Financial Reporting Standard applicable in the United Kingdom arNI Republic of Iraland (FRS 102}. REFERENCE AND ADMINISTRATIVE DETAILS The McLain Foundation Limited (registered charity nLJmber 1139841 and company number 07463093) is based and administered in the United Kingdom. The registered address is Eighth Floor. 6 New Street Square, New Fetter Lane, London, EC4A 3AQ. Dlrectors and Trustees: The Directors and Truslees of the Foundatlon who held office during the year arKI continue to Sèrve at the date of this report are: BruGe Hardy McLain Helle McLain lan Terry Carina McLain Cameron McLain Chelsea McLain Chloe McLaln The Trustees did not hold any beneficial interest in the Foundation at 31 December 2023 or at any tim8 during or since that periDd. Banker: Barclays 1 Churchill Place, London E14 5HP Bardays 25 Circular Road, Douglas, Isle of Man IM11AD Sollcitors: Imlhers LLP. 20 Old Bailey, London, EC4M 7AN Investment Custodians: Pershiny Advisor Solutions LLC, One Pershing Plaza, Jersey Cily, NJ 07399, USA Banque Pictèt & Cie SA, Roule d8s Acacias 60, 1211 Gen8ve 73, Switzerland Accountsnts: Rawlinson & Hunter LLP, Eighth Floor, 6 New Street Square, New Fetter Lane, London, EC4A 3AQ Independent Audltor: Rawlinson & Hunter Audit LLP, Eighth Floor. 6 New Street Square, New Fétter Lane, London, EC4A 3AQ
Page 2 THE MCLAIN FOUNDATION UMITED ANNUAL REPORT OF THE TRUSTEES (continued) FOR THE YEAR ENDED 31 DECEMBER 2023 STRUCTURE. GOVERNANCE AND MANAGEMENT The Foundats'on is a private limited company governed by fts Memorandum and Artides of Assoaation and is regislered as a Chanty Wlth the Charity Commlssion for England and Wales. The Trustees are resident In the United Klngdom and meet regularly lo discuss and develop the Found4tion'$ goals and strategy and to review grant proposals and general grant requèsts. The numb8r of Trustees shall be a mlnirnum of two at any one time and new Trustees shall be appointed by ordinary resolution by the existing Trustees. The range of skills represented on th8 Trustee Board will be kept under review as the Foundation develops over time. InduGtion and Training As part of thelr training, Trustees are given an infomation pack which includes the Foundatlon'8 Memorandum and Articles of Association and Ihe Charity Commission guidance on Trustees, Responsibilities. Atl Trustees are aware of their legal duties and obligatlons in respect of the management of the Foundation, induding in relation to the protectlon of its 25sets. ststernent of Trustaes, Responslbilitie$ The Trustees (who are also Directors for the purposes of company law) are responsible for preparing the Annual Report of the Trustees and the financlal statements in accordance with appliGable law and Unitéd lQngdom Accounting Standards (United Kingdom Generally Accepted Accounting PractiG6). Company law requires the Ttustee$ to Ppare financial statemenls for each financial year, which giv8 a twè an¢J fair view of the slate. of affairs of the charitable company and of the incoming resources and application of resources. including the income and expenditure, of the charitable company for the period. In preparing these financial statements, the Trustees are required to,. select suitable accounllng policies and then appw them consistently., observe the methods and prlnciples in thé Charities SORP (FRS 1021., make judgemenls and estimates that are reasonable and pNdent; state whether applicab UK Accounting Stsndards have been followed, subject to any malerlal departures disdosed and explained in the financial statents,. and prepare ttie financlal stalem8nts on the going concern basis unless it is inappropriate to presume that the charitable company will continue in operation. The Trustees are responsible for keeping adequate accounting records that dlsclose with reasonable accuracy at any time the financial position of the Gharitable cornpany and enable them to ensure that the finanGial statements compty with the Companles Act 2006. They are also responsible for safeguarding the assets of the charitable ompany and hence for taking rèasonable Steps for thfr prevention and dÈtéction of fraud and other irregulariti88. Disclosure of Inft)miatlon to Audllor In3ofar as the Trustees ara aware.. there ig no relevant audit infomalion of which the charity's auditor is unaware,. and the Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audil information and to establish that the auditor is aware of that information.
Page 3 THE MCLAIN FOUNDATION LIPdllTED ANNUAL REPORT OF THE TRUSTEES (contlnued) FOR THE YEAR ENDED 31 DECEMBER 2023 STRUCTURE, GOVERNANCE AND MANAGEMENT {continued) Intemal Controls The Trustees have overall responsSbility for ensuring that the Foundatlon has appwopriate systems of internal corrtrols. They are responsible for keeping proper accounting records which dtsclose with reasonable accuraw al any time the financial position of the Foundation and enable them to ensure that the financial statements follow best practice and all applicable law regulation and guidance. The Trustees are also responsible for the Foundation safeguarding its assets gnd for taking reasonable steps for the prevention and delection of fraud and other Irregularities. The system of internal contro18 13 designed to provide reasonable, but not absolute. assurancè against material misstatement or loss. Risk Management & Corporate Goveman A risk assessment has been undertaken which comprlses.. An annual review of the risks thg Foundation may face., The establishment of system8 and procedures to mitigate those rt8ks,' and The implementation of procedures designed to minimise any potential impact on the Foundation should those risks materiallse. Thls continuing process wli l identify risk areas to which the Foundation is vulnerabl? and hlghlight any necessary safeguards that will need lo be put in pla. No major risks were identified at the date of theso accounts. The Trustees have signed fit and proper declaralions in line with HMRC guidancè. In addition, the Trustees have taken due consideration of Go¢xI Govemance A Code for the Voluntary and Community Sector, ensuring that the seven main principles of the Code are adhered to. These are.. Organisational purpose. Leadership. Integrity; Decision-making, risk arKI control Board eff8cliveness', Equality, diversity and inclusion; and Openness and accesslbility. The Trustees recognise that good governance plays an essential part in securing the future of the Foundation and confirm that the said prinBiples of the Code are followed by them in leading, direcllng and managing the Foundation.
Page 4 THE MCLAIN FOUNDATION LIMITED ANNUAL REPORT OF THE TRUSTEES (continued) FOR THE YEAR ENDED 31 DECEMBER 2023 OBJECTIVES AND ACTIVITIES FOR THE PUBLIC BENEFIT The objects of the Foundation are such exdusively charitab16 purposes as the Trustees may in their absolutè discretion determine. The Foundation operates as a grantrfnaking charity, SUPPOrting charitable projects and organisalions with grant3 of varying sizes and durations. The Trustees have developed a solid framework for future grant-maklng activities and have rofined their grant-making focus areas. The Trustees have pursued a broad strategy of ensuring proper due diligen¢8 in the assessment of Potential grants and ensuring Ihal grants are made subject to appToprlate lerms and conditions. Statement of Public Benefit As a 9rant-funder, the Foundation's activittes will provide public benefrt to the individuals and communities who are beneficiaries of the Foundation's funded projects. The Foundation's publi benefit is not limited with reference to geogiaphy or otherwise. The Trustees are aware of the Charity Commission guidance on Public Benefit and confimi that they have complied with the dLty in Section 4 of the Charities Act 2011 to have due regard to it. They consider the infomialion which follows in this annual report, about the Foundalion's airns, actiVitS and achievèments in the areas of interèst that the Foundation supports demonstrates the benefit to its beneficiaries and through them to the public, that arise from Ihose actiwties. Grant Maklng Policies The Trustees, grant making poliGy has been to generally consider making donations by way of direct funding and also by way of grants to charilable organisations recogni5ed as such in their re$p8GtNe jurisdictions for projects th8t are exdusively charitable under English law. The Foundation has begun to put in plaGe sound granl arrangements so that it can continue to properly 8elect appropriate grantees and impose prudent tems on granls, including, as appropriate, monitoring and evaluation of the way in which funds are applied by 9rantees. Fundralsing The Trustees have referred to the Charitie3 (Protection and Sodal Investment) Act 2016 {'the Act°} and the Guidance on Charities and Fundraising issued by the Charity Commission ( CC20'). They confirm that the AGt and CC20 have no impact on the Foundation as It does not engage in any public fundraising aGknvities.
Page 5 THE MCLAIN FOUNDATION LIMITED ANNUAL REPORT OF THE TRUSTEES (contlnued) FOR THE YEAR ENDED 31 DECEMBER 2023 ACHIEVEMENT AND PERFORMANCE Investmonts The assets of the Foundation consist principally of quoted inv8Stments, unquot8d inv8Strnents, and cash. Listed investments are recorded on the Balance Sheet at their market value on that date. Any increasa or decrease over the previous years, market value on the restatement of these values is recorded in the Statement of Financial Activities. As at 31 December 2023, the value of the Foundation's Ilsted investments was £14,698,445 12022 £15, 773.619). Investment performance is monitored by Clartekl Financial Advisor9 LLC and Banque Pictet & Cie SA who report thelr findings to the Trustees quarterly. In addition to these investments, the Foundation has also made subscriptions lo HILP-C Investco LLC, Riverhawk Funding 111 LLC, Pacific Hotel Florida LLC and CVC Capital Partners Vlll Associates L.P.. Charitable Actlvlties Direct charitable expenditure for 2023 totalled £2,332,828 (2022 - £1,092,801) which includes donations totalling £2,262,85212022 - £1,022, 179) lo a variety of organisations, based both in the UK and overseas, and charity governance costs. All grants were paid in line with the poli¢Es sel out in S8Ction 3 of this report, Objectives and Adivities. A full list of grdnts made durfng the year is shown on page 16. The accounting treatment in respect of grants is in Ilne wth that set out in the applicable statement of recommended pra¢lice. FINANCIAL REVIEW The Statement of Financial Activities on page 10 shows total incoming resouroes for the year of £1,192,25812022 - £3,470,921) clerivecl from donatlDns received and gift aid thereon and income from investment assets. Governance costs amounted to £69.976 (2022 - £70,682) and are Induded within charitable actlvtties. The balance of reserves at 31 December 2023 is £20,493,034 (2022- £21,022,078). Re6orve$ Pollcy The Tiustees have examined the Foundation's requirement for resour¢es in light of the main risks to the organisation and have no outstanding commitments or cash demands which are not adequately covered by existing resources. The net assets of the Foundalion ar8 regarded as unreslricled reserves and the funds at 31 December 2023 wlll be retained to make grants In accordance with the Foundation's charitable objects and any policies. The Trustees consider that the freely expendable funds are appropriate and adequate taking into account plans for grants to be awarded in future and have al present therefore not designat8d any specific reserves. However, the Trustees will keep this under constant review. In future years, a more specific reserves policy may be required. The ongoing confiict in Ukraine and the Middle East has resulted in high energy costs and other cost inflating factors affecting the global economy. Having considered the contingency plans in place and having reviewgj updated cashflow forecasts, th8 Trustees consider the adoption of the going concern basis in preparing these financial statements continues to be appropriate.
Page 6 THE MCLAIN FOUNDATION UMITED ANNUAL REPORT OF THE TRUSTEES (contlnued) FOR THE YEAR ENDED 31 DECEMBER 2023 PLANS FOR THE FUTURE The Trustees do not propose to deviate from the current objectives and activrties of the Foundation as detailed in Section 3 of this report but will further develop and refine their slrategies, policies and procedures in future. In preparing thi8 report. thè Trusteès have taken advantage of the small companies exemptlons provided by Section 415A of the Companies Act 2006. AUDITOR A resolution will be proposed at the Trustees, Meeting that Rthinson & Hunter Audit LLP be appointed as auditor of the Foundation for th8 ensuing year. Approved by the Trustees and signed on thelr behalf by: Chelsea Trustee
Pwde 7 THE MCLAIN FOUNDATION LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE NCLAIN FOUNDATION LIMITED Oplnion We have audiled the finandal statements of The MGLain Foundation ('the charitable companll for the year ended 31 December 2023 which comprise the Statement of Financial Activities (including Income & Expendilure A¢¢ount}, the Balance Sheet, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting pollcies. The flnancSal reporting framework th2t has been applied in their preparalion is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Fin&nGI81 Reporting Standard applicab18 in Ihe UK and Republlc of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements.. glve a true and fair view of the state of the charitable company's affairs as al 31 December 2023, and of rts incoming resources and application of resources, inGluding ils income and expenditure, for the yeai then ended.. have been properly prepared In accordance with United Kingdom Generally A¢pted Accounting Practice., and have been prepared in accordance with tha requirements of the Gompanies Act 2006. Bas1$ for oplnlon We conducted our audlt in accordance wth Internatlon81 Standards on Auditing (UK) (ISAS (UK}) and applicable law. Our responsibilities under those standards are further ¢Jescribed in the Auditor's responsibilities for the audit of the financlal statements Section of our report. We are Independent of the charitable company in accordance with the ethical requirements thal are relevant to our aLKJit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fuffilled our other ethical responsibilities In aGcordance with these requirements. We believe that the audrt evidence we have obtained is sufficient and appropriate to provide a basis for our opinion, Conclusions relaling to golng concern In auditing the financial statemenls, we hav8 concluded that the Trustees. use of the going concem basis of a¢¢ounling in the preparation of the financial slatements is approprfate. Based on the work we have performed, we have not identified any material unc8rtainties relating to events or conditions that, individually or collectlvely, may cast significant doubt on the charitable ompany's ability lo continue as a oing concern for a period of al least twelve months from when the financial st8tements are authorised or issug. Our responsibilities and the re5ponsibllitles of the Trustees with respect to going concern are d8scrited in the relevant sections of thL8 report. Other information The Trustees are responsible for the other information. The olher information comprise$ the informallon inGluded in the Annual Report of the Trustees and Financial Statements, other than the financial Statemenls and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the 8xient olherwise p1cidY staled in our report, we do not 8xpress any form of assuran concluOn thereon. In connedion with our audtt of the fInarlat statements. our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of thè audtt or olhenmise appears lo be materially mSsstated. If we identify such m*erial inconsistencies or apparent material mi$stalements, we are required lo determine whether this glves Tise to a material misstatement in the financial slatem8nts themselves. If, based on the wort we have performed, we conclude that there is a material misstatement of this other infonnation, we are required to report that fact. We have nothing to report in this regard.
Page 8 THE MCLAIN FOUNDATION LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (conllnued) OF THE MCLAIN FOUNDATION LIMITED Opinions on other matters proscribed by the Companles Act 2006 In our opinion, based on the work undertaken in the course of the audiL' the informallon given in the Annual Report of the Twstees (incorporating the Strabaic Rewt and Directors, Report) for the fu)ancial year for which the financial statements are prepared is consistent with the Financial Statements- and the Strategic Report and DireOr8, Report has been prepared in accordance with applicable legal requirements. Matters on whl¢h we are required lo report by excepllon In thè lighl of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Rct and the DiredoT5' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report lo you rf, in our opinion- adequate accountlng records have not been kept, or retums adequate for our audit have not b received from branGhes not VlSited by us., or the financlal stalements are not in agreement with the aGGounting rocords,. or certain disclosures of directors, remuneration specified by law are not made,. or we have not received all the Infom)ation and explanations we require for our audit. Re8ponslbllltles of Trustees As explained more fully in the Statement of Trustees, Responsibililies set out on page 2, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair viw. and for suGh intemal Control as the Trustees determine is necessary to enable the preparation of flnan¢ial statements that are free from material misstatement, whether due to fraud or error. In prepariro the financial Btatem8nts, the Tru8tee8 are responsible for assessing the chartsble cornpany's ability to continue a8 a goiThJ concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Truslees either intend to liquidate the charitable company or to Cease operations, or have no realistic altern2tive but to do so. Audltor's r83ponsibllifjes for the audit ol the Ilnancial statements Our objectives are to obtain reasonable assuran about whether the financial statemefts as a whole are free from material misstatèment, whether due to fraltd or error, and to issue an auditoff s report that indude5 our opinion. R8asonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 1&4s (UK) wll always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expeded to Influen Ihe economic decisions of users taken on the basis of these financial statements. Irregularltles, Including fraud. ar8 In8lanc8s of noTrcomplian¢e with laws and regulations. Vve d881gn procedures in line with our responsibilities, outlined above, to detect material misstaternents In respect irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities. including fraud is detailed below. Our assessment of thg 5UsGeptibility of Ihe enlity's financial Statements to material misstatement, including how fraud might occur, is considered to be low. This conclusion was reached after the consideration of the following:
Page 9 THE MCLAIN FOUNDATION LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (continued) OF THE MCLAIN FOUNDATION LIMITED Auditorfs responsiblllties for the audit of the flnanclal statements Icontlnued) due to lh& relatively simple business model and a low number of Iransaclions within the charilable company there are comparatively few unexpected fluctuations in Ihe reported results and balances and any such unexpected items would be speclflcally enqulred into by us- and there are a number of individuals which comprise management. and therefore ther8 is no single individual who is likely to be able to override contrcls to effect a fraud. We designed our audit procedures to respond to identrfied audlt risks, includlng non-Mpli8ncÈ with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures perfoimed to detect irre9ularilies, includin9 fraud, are detsi16d below: Ihe rewew of control accounts and journal entries for large, unusual or unauthorised entries., the anatytical review of the detailed statement of flnancial activities for variancès that are either unexpected or felt not to be in accordance With our understanding of the charitable activities during the year, obtaining and reviewing for completeness a list of entities and persons ¢onsldèred to be relaled parties (as defined by Financial Reporting Standard 102) and reviewing the ledgers of the Foundation for previously unreported related party transactions-, revlew of transactions journals for any indication of fraud or management override: and review of Truslees, meeting minutes for unrecorded transactions. Because of the inherent limttations of an audit, there is a risk that we will not detect al irregularities, including those leading lo a material misststement in the financial statement8 or non-compliance with regulatlon. This 17sk increases the more that Compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of InStanS of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than 8rror, as fraud involves intentional concealment, ft)rgery, collusion, omission or misrepresentation. A further description of ¢)ur responslbilities for the audtl of the financAal statements is located on the Financial Reporting Council's website at.. Mtyw.Irc.org.uklaudilorsresponslbilities. This thsuiption forms part of our auditorfs report. Use of our report This report is made solely to the charitable company's members. as a body, in aGcordanpE bvrth Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charrtae company's members those matters w& are required to state to them in an 8uditor's report and for no other purpgse. To the fullest ext8nt permitted by law, we do not accept or assume responsibilty to anyone other than the charitable cornpany and the Gharitable CoMpanS memLErs as a body, for our audlt work, ft)r thls report, or for the opinions we have formed. Yuellng Wei (Senior Statutory Audltor) For and on behalf of Rawllnson & Hunter Audit LLP Statutory Auditor and Chartered Accountanls Eighth Floor 6 New Street Square New Felter Lane London EC4A 3AQ
Page 10 THE MCLAIN FOUNDATION LIMITED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOPdlE AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 DECEMBER 2023 Unrestsicted Funds 2023 Unrestricted Funds 2022 Page Income from: Donations (note 2) Investments (note 3) 15 15 906,827 285,431 3,162,823 308,098 Total Income 1.192,258 3,470,921 Expenditure on: Charitable aGliviti8s (nole 4) Raising furKls (note 51 16 16 2.332,828 57.530 1,092,801 74,178 Total expendlture 2.390,358 1,166,979 Net gainl(lo$s) on Investments (note 12) 19 658,194 1262,372) Net {expendituY1n¢om8 (539,9061 2,041,570 Othèr galns and losses Realised g8inl(1088) on for8ign cwrency Iransactions 10,862 116,38n Ngt movoment in funds 12 (529,0441 2,025.183 Reconciliatlon of funds: Total funds brought foward at 1 January 2023 21,022,078 18,,895 Total funds carrfed forward at 31 Decemt*r 2023 11 £ 20.493,034- £ 21,022,078 All 8mounts relate to Gontinuing operations. There were no recognised gains and losses for years ended 31 December 2022 and 2023 othei than those included in the Income and Exp8nditure A¢¢ount. The notes on page 13 to 20 form part of these financial stalements
Page11 THE MCLAIN FOUNDATION LIMITED IReglstsrod Charity No. 1139841 and Company No. 07463093) BALANCE 8HEFr AT 31 DECEMBER 2023 Page 2023 2022 Fixed assets: Investm9nts and cash under management (note 12) 19 20,426,397 20,789,697 Total fixad assets 20,426,397 20,789.697 Curront avdets: Cash at bank {note 13) Debtors (note 141 19 19 184,727 138,074 195,024 Tolal Current assots 184.728 333,098 Current Ilabilitles: Cr8ditors - amounts falling due within one year (note 15) 20 (118,090) {100,718) Total assets less current Ilabilities £ 20,493,035 £ 21,022,079 The funds of the charity: Share capital Unrestricted funds 10 20.493.034 £21,022,078 £ 20,493.035 £21,022,079 The financial ststements were approved and auihorised for issue by the Trustees and were signed on their bèhalf by.. èa McLaln Trustee nrnt•o nn nan*. 1.2 tn ?n inrrn AArt nf thp_8•. finAne.iAI s18tam8nl#
Pago 12 THE MCLAIN FOUNDATION LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023 Page 2023 2022 Cash flows from operatlng actlvlties Net movement in funds for the year Adjustments for.. Income frtjn Investments and deposits Net {gainllloss on investment assets Decreasel(increase) in debtors Increase in creditors {Gain)Iloss on foreign curren 10 (529,044) 2,025,183 (285,431) 1658,194) 195,023 17,374 (10,862) (308,098) 262,372 {6,5681 18.085 16.387 Ngt cash (used inyprovlded by operating activities (1.271,134) 2,007,361 Cash flows from InvestSng actlvities Income from Investments Deposit interest Payments to acquire investments Receipts from sates of investmenls 258,483 298,871 26,948 9,227 (6.392,3381 (3,973,419) 7,398,538 1.603,182 Net cash provided by/(usedln) Investiny ectfvities 1,291,631 (2,062,139) Net change in cash and cash equlvalents for the year 20,497 {54,778) Cash and cash equivalents al 1 January 2023 Loss on foreign ¢urrency 169,110 10,862 240.275 (18,38n Cash and cash equlvalents at 31 D•¢omber 2023 £ 200,469 £ 169.110 Cash and cash equlvalents consist Of: Cash held with investment managers (note 71 Cash held at bank (note 13) 17 19 15.742 184.727 31,038 138,074 £ 200,469 £ 169,110 The notes on page 13 to 20 form part of these ffinencial statements
Page 13 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 ACCOUNTING POLICIES Basis of Preparation of Financlal Statemenls The McLain Foundation Limlled (régistered charlty number 1139841 and company number 07463093) is based and administered in the Uniied Kingdom, whose principal object is to support charitable purposes in ateVer manner the Trustees, at their discretion. deem appropriate. The registered address is Eighth Floor, 6 New stet Square, New Feller Lane, London, EC4A 3AQ. The financial 8tatemenls have been prepared in accordance with Accounting and Reportlng by Charities.. Statement of Recommended Practice appliGable lo charities preparing their accounts in accordance with the Financial Rpporting Standard applicable in the UK and Republic of Ireland {FRS 102) ('Charities SORP FRS 102.1, the Financ4al Reporting Standard applicable in the United Kingdom and Republic of Ireland {FFiS 102}, the Charities Acl 2011 and where relevant: the Charities Act 2022, the Companies Act 2006 and UK Generally Accepted Accounting Practice. The Foundation constitutes a publlc benefit ertY as defined by Charities SORP FRS 102. The financial statements are prepared on a going conrn basis under the historical cost convention. modified to include rtain items at fair value. The significant accounting polici8s applied in the preparation of these fi'nancial slatem&nts are set out below. These policles have been consistentty applied to all years presented unless othemise staled. In applying the financlal reporting framework, the Trustees may have to make a number of subjective judgements, for exampkt in resped of 51gnificant acwunting estimates. Estimates and judgements are continually evaluated and are based on historical experience and other f8Ctors, including expectations of tUre events that are believed to be reasonable under the circumstances. The nature of thè eslimalion means the actual outcomes could drffer from those eslimates. No significant estimates and judgements have bèen made. The financial statements are presented in GBP which is the function81 currency of the Foundation. Fixod Asset Investments Quoted investments are included at closing mid-market value at the Balance Sheet date. Realised gains and losses on investments are recognised on dlsposal on investments and any gain or loss on revaluation is taken to the Slalement of Financial Activities ISOFAI. The determination of any gains and losses is calculated by reference to the valu8 of such assets at the beginning of the accounting period. Mid-market Values are provided by Independent data feed rather than Investment manager valuations. Cash held for investment is included within the Fixed Asset5 Investments in ac¢ordanrk with the applicable statement of Recommended Practice. Private equity investments are held al fair market value based on Partner's Capital account analysis, or as returned in Schedule K-1 (Form 10651 to the Department of Treasury Internal Revenue Services. USA, wth any revaluation aGGounled through the SOFA.
Page 14 THE MCLAIN FOUNDATION UMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 ACCOUNTING POLICIES Icontlnuedl Income Recognition Inve8tment income is derived from interest and dÈvidends receivable from inveslments and is accounted for in the period in which the Foundation is entitled to re¢elpt. Intet from bank accounts are included when receivable only. All incoming resources, including donation income and Investment income, are tncluded in the SOFA when the Foundation is entitled to the income the arnount can be quantified with reasonable accuracy. Gift Aid Tax Relief is recognised as a tax credit on donatlons and treated as irKome in the p*iod in which the donations are mad8. Re30urces Expended All expenditure is Included on an acuusls basis and is reGo3nised when there is a legal or constructive obligation committing the Trustees to the expenditure. Charitable activities comprise grants and donations made and governance costs iniyjrred during the year and are expended through the SOFA when the offer is conveyed to the recipient and all offer conditions are met. Governance ccsls relate lo the general running of the Foundation, as opposed to the management functions inherent in generating fund$. Cost of raising funds relate to the costs incurred by the Charily in managing its inv8slments. S&itus of Funds The entire reSoUrS of the fund a Unrestried and the Trustees have complete dlscretion for their use in pursuance of its obleetlves. Flnancial Instruments The Foundation only has financial assels and financlal Ilabilities of a kind that qualify as basic financial instruments. Basic financial instruments are recognised at transaction value, except ere settlement is delayed, in which cas8 the transaction is recognised at the wesent value of the settlement amount. Debtors and creditors receivablelpayable within one year Debtors and creditors with no ststed Interest rate and recebv8ble or payable within one year are recorded at transaction price. Any losses arising from impairmenl are recognised as expenditure. Cash and cash equivalents In the Statement of Cash Flows. cash and Gash equivalents are shown net of bank overdrafts that are repayable on demand and fomi an integral part of the enlity's cash management Also included Is cash held under management by the investment broker. Provisions Provisions are recognised when the Foundation has an obligation at the Balance Sheet date as result of a past event, it is probable that an oufflow of economic benefit will be required in settlement and the amount can be reliably estimated.
Page15 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Foreign Currency Assets and liabilities denominated in foreign currencies are translated at the rat8 of exchange ruling at the Balance Sheet date. Transactions denomlnated in foreign currencies are converted at the rale of exchange ruling at the date of the transaction. All translation differences are taken to the Stalement of Financial Activities as they arise. Taxation The Foundation is not subject to any tax8s on Its charitable activlties. Irrecoverable VAT is charged lo the SOFA against the category of resources expended for whlch it was incurred. Golng Concern The financ4al statements have b&en prepared on a going ¢on¢em basi5 a8 the Trustees beligv8 that no rnatèrial uncertainties exlst. The Trustees have consldered the level of funds held and the expected level of income and expenditure for twelve months from the date of signing of these financial statements. The forecast income and reserv8s are sufficient to cover all of the budgeted e>penditure to be able to contlnue as a going ConGe. The ongoing conflicts in Ukraine and Ihe middle east, the resultlng high energy costs and Other cost inflating factors have affected the global economy. Having considered the conting8ncy plans Sn place and having ieviewed updated cashflow forecasts, the Trustees consider the adoption of the going concern basis in preparing these financial statements continues to be appropriate. 2023 Page 2022 DONATION INCOME Donallons received Gift Aid Tax Relief 725,000 181.830 2,530,093 632,730 10 E 906,830 £ 3,162,823 INVESTMENT INCOME UK and overseas securltles income Deposit interest 258.483 26,948 298,871 9,227 10 £ 285.431 £ 308,098
Page 16 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Page 2023 2022 CHARrrABLE ACTIVITIES UK Grants Awarded: V8A- Museum of Childhood Donmai Warehouse Felix Project West London Zone Barnardo's Harrow Club Roya Opera House {Reg. Charity No. 1144508) (Reg. Charity No. 284262) (Reg- Charity No. 1168183) (Reg. Charlty No. 1160947) (Reg. Charity No. 216250) (Reg. Charity No. 105475n {R6g. Charity No. 211775) 2.000,000 100.000 30,000 10,000 10,000 60,000 45,000 10,000 10,000 5,000 1,350 2,140,000 141,350 US Grants Awarded: Smilhsonian Museum ($100,000> (2022.. $20.000) ger Charitable Foundation ($30,000} (2022.. $20,000) Middle East Children's Institute {$15,000) (2022.- $10,1)00) Jumble Bay ($10,000) {2022.' $10,000) Princeton University (2022.. $1,000,000) 79,359 23,774 11.783 7,936 16,632 16,205 8,316 8,015 831,601 122,852 880,769 Total grants awarded 2,262.852 £ 1,022,119 Governance Costs Administration fees Accountsncy fees Audit fees Financial advisors, fees Tax filing fees Legal fees 24,470 18,844 12,000 14,218 444 24,925 15,237 9,000 15,020 6,SOO 69,976 70,682 Total Charltable Acllvltles 10 £ 2,332,828 £ 1,092,801 COST OF RAISING FUNDS Investment management and admin fees Internal Revenue Service (note 6) Bank charge5 53,350 3,994 186 69.890 4,074 214 17 10 £ 57,530 £ 74,178
Page 17 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2023 2022 TAXATION Pag8 Internal Revenue Service (note 5) 16 £ 3,994 £ 4,074 FIXED ASSET INVESTMENTS Quoted Investments and Cash under management Investments at market value at 1 January 2023 Additions at cost Disposals al carrying value 15,742,583 16,394,283 5.687,475 1,748,765 17,397,701) 11,603,181) 14,032,357 16,539,867 Reallsed gainl(loss) on disposals Unreallsed gainl(loss} on revaluation 43,740 604,806 (108,890) (688,394} Net gainllloss) on Inveslment Assets 19 648,348 {797,284) Market value at 31 December 2023 14,680,703 15,742.583 Cash 12 15,742 31,036 Total Value at 31 December 2023 19 £ 14,696,445 £ 15,773,619 Historic costs as at 31 December 2023 £ 12.760,450 £ 12,888,137 Pa9e 2023 2022 RIVERHAWK FUNDING 111 LLC Investmènt value at 1 January 2023 Additions Unrealised gain on currency translation 1,294,856 101,740 (69,066) 555,021 628,545 113.290 19 Net asset value al 31 December 2023 19 £1,327,530 £1,294,856 The Foundation has commltted $1,450,000 to Rwertiawk. Additionally $129,51512022.- $92, 729) of income has been accumulated and capitalised. There are no OLrtstanding Gapitsl commitsn6nts. Two of the Trustees Cameron McLain and Chelsea McLain, are also particlpants in the LLC.
Page 18 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Page 2023 2022 HILP-C INVESTCO LLC Investment value at 1 January 2023 Addltlons Unrealised gain on revaluation 731,878 592,517 25,822 113,539 19 2,589 Nel asset value at 31 December 2023 £ 734,447 £ 731,878 The Foundatlon has committed a total of $750,000, ot which $685,686 h£s been drawn dovm. The outstsnding commitment is $64,314. 10. PACIFIC HOTEL FLORIDA LLC Investment value at 1 January 2023 Unrealised (loss)Igain on revalualio 282,495 (16.011) 252.561 29,934 19 Net asset value at 31 December 2023 £ 266,484 £ 282,495 The Foundation has Committed a tolal of $585,000, all of whi¢h has been drawn down. Three of the Trustees, Cameron McLain. Chelsea M¢Lain and Carina McLain. are also shareholders in Ihe LLC. 11. CVC Capltal Partners Vlll AssoGiatss L.P. Investment value at 1 January 2023 Additions at cost Disposals at carying value 2,706,850 603,123 (B381 856,414 1,572,287 3,309.135 2.428.701 Realised gain on disposal Unrealised gan on revaluatKJn 838 91,518 278,149 Net galn on Investment assets 19 92.356 278,149 Total Valuo at 31 December 2023 19 £ 3.401,491 £ 2,706,850 The Foundation has committed a total of éS,000,000, of which &,494,148 (2022." é2. 799,963) has been dmwn. The outstandlng commitment is É1.505,852 {2022.. E2,200,03n. No provision 18 made for this commitment. Bruce Hardy McLain, a Trustee, is the eJ)-founder Df CVC Capital Partners which manages the investment. Two of Ihe Trustee5. Carina McLain and Chelsea McLaln are limiled partners of the investment.
Page 19 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEPIi8ER 2023 Page 2023 2022 12. INVESTMENT SUMMARY Market Valufy Quoted Investments and cash under management Riverhawk Funding111 LLC HILP-C Investco LLC Pacific Hotel Florida LLC CVC Capital Partners Vlll Associates L.P. 17 17 18 18 18 14,696,445 1,327,530 734,447 266,484 3,401,491 15,773,619 1,294,856 731,878 282,494 2.706,850 11 £20,426,397 £20,78g,6g7 Galns Gainl(loss) on quoted investments {note 71 Gain on CVC Capital Partners Vlll (note 111 Unrealised gain on HILP-C Investco LLC (note 9) Unrealised Iloss)Igain on Riverhawk Funding111 LLC {note 8) Unrealised Iloss)Igain on ParAfic Hotel Florida LLC (nole 10) 17 18 18 17 18 648,346 92.356 2,569 169,DS6) 116,011) (797,284) 278,149 113,539 113,290 29,934 10 £ 658,194 £ (262,372) 13. CASH AT BANK Barclays International Business Resérve Account USD1$205.026) Bartlays International Business Reserve Account EUR {Q6,243) Barclays International Business Reserve Account G8P Barclays MFL Account Barclay8 International Reserve Account ($1) 161,057 22,796 769 104 11,533 86,276 27.929 12.336 11112 £ 184,727 £ 138,074 14. DEBTORS Amount owed by parent undertaking Gift aid receivable 195,023 £ 195,024
Page 20 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Page 2023 2022 15. CREDITORS - amounts fallrng due within one year Accountancy fees Administralion fees Grant commitments Audrt fees Financial advisors, fees Unfunded foreign currency trading commitments Investment management fees 25,444 24,470 21,783 21,000 14,218 7,349 3,826 8.600 24,926 9,000 15,020 35,368 9,802 £ 118,09) £ 100,716 16. FINANCIAL INSTRUMENTS Financial assets measured at fair value (a) Financial assets measured at amortised cost (b) Financial liabilities measured at amortised cost {c) 20,611,124 20,927,771 195,024 100,716 118.090 al Financial assets measured at fair value through SOFA consist of the fixed asset quoted investments, private equity investments at fair value and ¢ash under management and in hand. b) Fniancial assets measured at arno5ed cost consist of debtors at year end. Financial liabilities measured at amort15ed cost consist of the creditors at year end. 17. RELATED PARTY TRANSACTIONS One Df the trustees made donation5 to the Foundation durtng the year which lotalled £725,000 (2022.. £2.530,300J on which Gift Aid Tax ielief of £181.250 has been claimed (2022.. £632,521. £24,470 was charged by 8 Strands Ltd in respect of administration costs incurred on behalf of Ihe Foundation {2022.' £24,926). The balance remalns outstanding at year end 12022.. £24,926 outstanding)- 8 Strands Ltd is owned and Gontrolled by a Trustee of the Foundation with another as a Director. No Trustee received any remuneratlon during the year to 31 December 2023. 18. ULTIMATE CONTROLLING PARTY The immediate parent undertaklng is The M¢Lain Foundation (US), fomierly The McLain 8 Strands Foundation (US), a Delaware Corporation not for profit and without prtaI stock. The Trustees consider that the Foundalion is jointly controll&4 by the Trustees and that there is no ultimate controlling party.