THE MCLAIN FOUNDATION LIMITED (Registered Charlty No. 1139841 and Company No. 07463093 ANNUAL REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 RAWLINSON & HUNTER
THE MCLAIN FOUNDATION LIMrrED ANNUAL REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 CONTEKrs Page Annual Report of the Tru8tee$ Independent Auditorfg Report Statement of Flnanclal Activiltes (Including Income and ExpendliLYe Acc(nI) 10 B818nce Sheet 11 statemert of Cash Flo 12 Note8 to the Financial Statements 13-20
Pag• 1 THE MCLAIN FOUNf)AnoN LIMITEO ANNUAL REpoKf OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2024 The Twstees present t1r report and the Indep8ndenty audited financial statements of The McLaln Foundation LIMW fth& Foundation. or Ihe charitable compann. for the yesr Éndad 31 December 2024. Thesè have been prepared in accordance wlth the accounting pollcies set out on pages 13 to 15 and comply wlth appllcable chartty law. The financial statements comply 1th the Charities Act 2011 and vther8 aF>plicable, the Charfues Act 2022. Ihe Companies Act 2006, the Memorandum and Articles of Assoclation, and Accounting and Reporting by Charrties.. Statement of Recommendgj Pradce applicable to charlties preparfng the accounts In accordance with th8 Finanual Reporting Stsndard appllcabie in the UK and Republic of Ireland (FRS 102) ('Charili6s SORP FRS 102?, th8 Flnandal Reporting Standard applicabte in th8 United lQngdom and Republic of Ireland (FRS 102). REFERENCE AND ADMINISTRATIVE DEfAIL8 The McLain Foundation Llmited (r&3iStered charity number 1139841 and company number 07463093) Is based and administsred In the United Klngdorn. Th8 reglstered addre$$ Is Eighth Fk)or, 6 New Street Squa, New Fetter Lane, London, EC4A 3AQ. Dlre¢tors and Trustses: The Directors arNJ Trustees of the Foundatlon who held office during the ygar and continuo to serve at the date ofthls Mport are: BrurA Hardy M¢Lain Helle McLain lan Tery Cameron M¢Lain (res*ned 25 October 2024> Carina McLain (roslgned 25 Oct<thr 2024) Chelsea McLaln Chloe McLaln{resigned 25 Octotér 2024) Th8 Trustee8 did not hold any beneficial Intwest In the Foundatlon at 31 December 2024 or at any tlme during or slnce that pwiod. Bank•r: Barclays 1 Churthlll Place. London E14 5HP Bardays 25 Circular t)ougla8, Isle of Man IM11AD Sollcltors: thers LLP, 20 Old Balw, London, EC4M 7AN Invéstm6nt Cugtodians: Pershing Advisor Solutlons LLC, One Pershlng Plaza, Jersey City. NJ 07399, USA Banque Pictet & Cle SA, Route des Acadas 80, 1211 Geneve 73, Svltzerland Accountsnts.. Rawllnson & Hunter LLP, Eighth Floor, 6 Naw Street Square. New Fetter Lane, London. EC4A 3AQ Independent Audltor: Rawlinson & Hunter Aud LLP. Eighth Floor. 6 N8w Street Square. New Fetter Lane, London. EC4A 3AQ
Paga 2 THE MCLAIN FOUNDATION LIMrrED ANNUAL REPORT OF THE TRUSTEES Icontlnuèd) FOR THE YEAR ENDED 31 DECEMBER 2024 STRUCTURE, GOVERNANCE AND MANAGEMENT The Foundation is a private Ilmited company govemed ty its Memorandum and Articles of Assocffiation and 1$ registered as a charty wllh the Charity Commlsslon for Engknd and Wales. The Twstees are resldent in the United Klngdom and regularfy to discuss and devolop t Foundatlon's goals and stratagy and to review grant proposals and general gRnt requests. The numter of Trustees shall be a M1muM of two at any ce tlme and new Trustees shall be appolnted by ordinary resolution by the existing Trustees. Th8 range of skllls represented on tha Trustee Board will be kept under review as the Foundallon dèvelops over tim8. Inductlon and Tralnlng As part of thelr training, Trustees are given an infomiation pack 1¢h includes the Foundalion's Memorandurn and Artlcles of Association and the Charity Commlssion guhJ8nce on Trusteès, Responslbillues. All Trustees are aware of their *al duties gnd oblKdations In respect of the management ol the Foundation, Includlng in relallon to the protectlon of its assets. ststem•nt of Trustees. Responslbilttle• The Trustees (who ere 8180 Dlrectors for the purposes of ¢ompany law) are responsib for preparing the Annual Report of the Trusteés and the financial statèments in a¢cordance wlth applicable law and United Kirrfjdom Accourting Standards (Uniled Kingdom Generally Aepted Ac¢ounting Practice). Company law requires Trustees to prepare fmancial statemènts for each financial year. which glva a true and fair view of the stato of affairs of the charitable company and of the Incoming resources and appllcation of fesourw, including the Income and expendtture, of the charitable company for the period. In preparing these financlal statements. the Trustees are requId to: seknt suitable accountlng policles arKI then apply them con8iBtenlly,' observe the methods and prlnciples in the Charities SORP {FRS 1 D2): make judgements and estimates that are reasonable and prudent. stste whether applicable UK Accounting Standards have been follow. subject to any matèrial departures disclosed and explained in the financi81 statements. and prepare the financial statements on the going concem basis un18ss It is inappropriate to presume that the charltsble company wll contlnuo in operatlon. The Truste8s are responsible for keeplng adequate accountlng records that dlsdose reasonable accuraw at any time the ffinandal position of the charitable Gompany and enabl& them to ensure that the financial ststements compty with thè Companies Act 2006. They are also responsible for safeguarding assets of the charitsble company and hence for taking reasonable steps for th& prev&ntion and deteCtn of fraud and other 1frewlarit. Dlsclosure of Infomiatlon to Audltor Insofar as the TTUStees are aware: there is no relevant audit Information of whlch the charws auditor Is unaware., and the Trustees have taken 811 steps that they ought to have taken to make themselves aware of any relevant audit infomatlon avKI to eslablish that the audiior is aware of that Infomi8110n.
Page 3 THE MCLAIN FOUNDATION UMITED ANNUAL REPORT OF THE TRUSTEES {¢ontlnued FOR THE YEAR ENDED 31 DECEMBER 2024 STrUCTUR& GOVERNANCE AND MANAGEMEKf (¢ontinuod) Intsrnal ControlB The Trustees have overall responslblllty for ensuring that the Foundation has appropriate systems of Intemal controls. They are responslble for keeplng proper accountlng records vthich dtsclose th reasonable accuracy at any time the flnancial position of the Foundation and enab them to ensure that the financtal ststements follow bèst practl¢e and all appllcable law regulation and guKlance. The Trustees arè also responslble for tha Foundabon safeguarding its assets and for taw reasonable stèps for the prevention and detection of fraud and other Irwegularitie$. The system of inlemal contro15 is designed to kyovlde reasonabIe, but not absolute, assuran( against material mlsstatement or10s5. Rlsk Management & Corporate Governance A rfsk 88se5sm•nt has been undertaken which eomprlse8: An annual reVW ofthe risks the Foundation may fa¢o' The establlshment of systems and proG&Jures to mitigaté those risks,. and The implementation of procedures deslgned to minimise any wential impact on the Foundation should those risks materfallse. Thi$ contlnuing process will Identify risk areas to vthlch the Foundation is vulnerable and highlight any necessary safeguards thal will need to be put in place. No major risks were identlfied at the date of these accounts. The Tntees hav8 slgned fit and proper declaration5 in lkne HMRC ouldan¢e. In additton, the Trusta88 have tsken due conslderation of Good Governance - A Code for t Voluntary and Communty Sector. ènsuring that the seven mali prlnclpl8s of tho Cod8 are adhered to. These are: Or91$atIonal purpose., Leader8hlp: Integrity: DectsioTrmaklng, risk and ¢ontrd Board effetene$s. Equality, diwersty and Incluslon. and Openness at)d acce88ibllity. The Tru8te8s recognise that good govemance plays an essentlal part in securlng the future of th Foundation and confim that the sald 1cIpleS of the Code are followed by them in leading, dire¢tin9 and managing Foundation,
Page 4 THE MCLAIN FOUNDATION LMTED ANNUAL REPORT OF THE TRUSTEES (contlnued) FOR THE YEAR ENDED 31 DECEMBER 2024 OBJECTIVES ACTivrriES FOR THE PUBUC BENEFrr The objxts of the Foundatlon are such exclusivety charttable purposes as the Trust888 may in their absolute discretlon detennine. The Foundation operate8 as a granl-making chaftty. 8UPPOrtlng char6tabb projects and Nganisations wtth grants of varying Slzes and duratlons. The Trustees have devekjped a solid framework for future grant-making adivittes and have refined thelr grant-making focus 8Tras. The Trust8es have pursued a broad strategy of ensurlng prop8r du8 diligence In the assessment of potential grants ensurSng that grants are made subject to appioprfatè tsmis arKI condititin& Statom¢nt ol Publlc Benorrt AS 8 grant-funder, the Foundatlon's activities wil provlde public ben8fft to the IrKllvlduals and communlties who are teneficiar5 of the Foundatlon's funded projects. The Foundatton's publlc b8n8frt is nol Ilmlled with reference to geography or otherwise. The Trustees 8r8 awarè of the Charty Commission guldance on Putrjlc Benefit and confrtm that they have coMpld with the duty in Section 4 ofthé Chariues Act 2011 to have due regard lo it. Thèy consider the Infomiatlon vthich follows In this annual reporL about the Foundallon's aims, actlvities and achtevemenls In the areas of interest that the Foundatlon supports demonstrates the beneffl to ils benefia&S and through them to thè public. that arlse from those actNItw. Grant Maklng Pollcl The Trustees, grant making pcAlcy has been to generalty consider making donatFon8 by way of dSre¢t funding and also by vtsy of grants to charitable organtsations re¢ognlsed as Such ift their respectNe jurisdlctions for projects that are exduslvely charitable under Engllsh law. The Foundatlon has begun to put in Place sound grant arrangements so Ihal it Can ntinUe to properfy select approwiate grante85 and impose prudent tenns on grants, includlng, as approprfate. monitoring and evaluation of the way in whSch funds are appllad by grantee$. Fundralsing The Trustees have referred to the Charities (Protsction and Soci81 Investment) Act 2016 fthe Act.) and the Guidance on Charities and Fundraising Sssued by Ihe Charity Commission I°CC20). confimi that the Act and CC20 have no impact on the Foundation as it d085 not angage in any publlc fundraising activili6& ACHIEVEMENT AND PERFORMANCE Inveotm•nts The assets of the Foundatlon consist prlnclpally ol quded investments, Unquot investments, and Cash. Listed investments 8re record on the Balance Shéet at their market value on that date. Any inerea8e or decrease over the wevious year¥. mark6t value on the réstatement of these values 6 r8¢orded in the Statement of Financial Aclivllles. As at 31 December 2024, the value of the Foundation's listed inveslments was £15,300,194 {2023 £14,696,445). Investment performance Is monitored by Clarfeld Finanual Advisors LLC and Bonque Plctét & Cle SA who raport Iheir findlngs to the Trustses quarterly. In addiiion to these investments, the Foundation has also made subscrlptions to HILP£ Investco LLC, Paclfic Hotsl Florida LLC and CVC Capltsl Partners Vlll Assoclates L.P.. The investsnent in RFverhawk Fd 111 LLC was dtsposed of during the yearfor £1,464,978 wlth related cash received on 2 January 2025.
Page S THE MCLAIN FOUNDATION LIMITED ANNUAL REPORT OF THE TRUSTEES l¢ontinu•d) FOR THE YEAR ENDED 31 DECEMBER 2024 ACHIEVEMENT AND PERFORMANCE (contlnued) Charltable Actlvltles Dtrect Charitab Èxpermditure for 2024 totalled £479,486 (2023 - £2.331828) whlch Includes donations totalling £405.615 (2023 - £2,262,85a to a variety of organisatio, based l)oth ID the UK and overseas, and tharlty support costs. All grants were pald in Ilne wtth the pollcles Set out In Sol0n 3 of this report. Objectlves and AcliVa8. A full li8t of grants made during the year is shown on page 16. The accounting treatment in respect ol grants is in line that set out in the 8ppll¢abl8 Statement of recommended practlco. FNANCIAL REVIEW The Stslement of Financial ACtllIeS on paga 10 show4 total incomlng re80urces for thè r of £2.829,974 (2023 - £1,192,258) derived fmm donations reiVed and gift aid thereon and Income from investment assets. Support $ts amounted to £73,871 {2Q23 - £69.976) and are included wRhin charitable athvitie8. The balance of reser¥es at 31 December 2024 is £24.645,334 {2023- £20.493.034). RerVeS Polley The Twstees have examined the Foundation's requlrement for resources In light of the main risks to the organL8ation. The Foundation has no outstanding commitments or cash demands whlch are not adequately covered by existSng resources. The net assets of the Foundation are regarded as unrestrthd reserves and the fvnds at 31 December 2024 will be retslned lo make grants in accordance w]th the Foundallon's chartsble objects and any poficies. The Trustees ¢onsider that the freely expendable funds we appropriate and adequate taking inlo acUnt plans for grants to be aw8rd8d in Iljture and have at we8ent therefore not designated any speiific reserves. The currènt uncertalnty In the global economy arising from geopolitical conflicts has Increased fmanclal prèssure on charfties. The tnjstees hav8 however consldered the contingency plans in place. the level of funds hekl and the expectèd level of Income and expenditure for twalve months from the date of $ignlng of these lknanclal statemenls. The tnJst8es ara satisfied the forecast income and reseNes are sufficient to cover all of the budgeted expenditure to be abl8 to continue as a going conrn. The trustee5 Iherefore consider the adoption of golng con¢em basis in preparing these financial ststements continues to b8 approwlate.
Page 6 THE MCIAIN FOUNDATION UMrfED ANNUAL REI>ORT OF THE TRUSTEES (contlnuodl FOR YEAR ENDED 31 DECEMBER 2024 PLANS FOR THE FUTURE The Trustè88 (SJ not prop)se to devte from the current objeclives arKI actlvltkns of th• Foundation as dètsiled in Sectlon 3 af thls report bul wlll further develop and refine their strategies. policies and procedures in future. In preparlng this report, the Trustees have taken advanltye of the small companies exemptions provkjed by Section 415A of the Companles Act 2006. AUDITOR A resolution will be proposed at the Trustees, Meeting that RavAinson & Hunter Audtt LLP be appolnted as audkor of the Foundatlon for the ensuing yeaT. Approvod by tho Trustees and signed on thelr behall by: o?.: 2f clièls Mc]n Trustee
THE MCLAIN FOUNDATION LIMITED INDEPEILIENT AUDrroR'S REPORT TO THE MEMBERS OF THE MCLAIN FOUNDATION UMITED oplnion We have audlted the finarKial statements of The McLain Foundatlon ('the charftabie com ny,) for the ar ended 31 December 2024 whlch comprlse the Statsment of Financial Actlvlties (incl ing In¢ome & penditure Acxount), the Balance Sheet, the Statement of Cash Flows and notes to Ihe financlal statements, Inetuding a summary of significant ac¢ountlng policles. The financial réporting ftamewo that has been apptied in thelr preparatlon is applicable law and Unlted Kingjom Accountlng StarKlards, inciudlng Flnancial Reporting Stsndard 102 Tre Financial Repothng Standard applicabl8 in th8 UK and Republlc of lrnland (United ngorn Genèrally Acceptsd Apxounting Practice). In our opinlon the financlal statem6nts'. 9Ne a true and falr view ofthe Stats of the charitable company's affairs as at 31 December 2024. and of ils incoming resources and apiCatiOn of resources. Includlng rts Income and expendlture, for th8 ar then ended. ave been propwly prepared in xcordance with United Kingdom Genérally Accepted Accountlng Practice. arKI havg beèn prepared in accordance with the requlrements ofthe Companles Act 2006. Basls for oplnlon We Conducted our audlt In accordance wth International Standards on Audltlng (UK) (ISA8 (UK) and applicable law. Ow resrK)nslbilitle$ under those stsndards are further described in the Auditorfs responsibilities for the audit of tt)e fjnancial statements sedlon of our report. We are Independènt of the charitable company in aordanC8 With the ethical requirements that are relevant to our audlt of the finan¢lal Statements In Ihe UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethlcal fesponsibiltti&s in a¢¢ordance with these ffjqulrements. We belleve that the audrt evidence we have obtaSned18 5cient and appropriate to provide a basis for our opinion. Con¢lu•lons relatlng to golng concem In audltlng tha finanaal statements. we have concluded that th8 Trustees, use of the gthng concern basis of accounting In th8 weparation of the financial statements Is approprlats. Based on the work w8 have perfomied, we have not identified any material uncertalnues relating to events or conditlons that, Indivldually or ¢ollèctwely, may cast signrfl¢ant doubt on the chadtab companvs abllrty to conts'nue as a going concem for a pwiod of at least twelve monts from when the ffinan¢ial statements are auihorlsed issue. Our r8sponsibilitles arKI ts resportsibilities of the Trustses with respert to golng concem are described In the retevant sections of thls rewL Other infomiatlon Th8 Trustees a respon81ble for the other Snfomiallon. The olher informatlon cL>mprises the infomiatlon included in the Annual Report of the Trustees and Financlal Ststements, other than the finan81 statements and our auditorfs report thereon. Our opinion on the financial statements does not cover the other irrfom)ation and, except to the extent othèrwise expllclty stated in our report, we do not expres5 any form of assurance c#)nClusn thereon. In connecbon with our audll of the financial statements, our rry)onslbilty is to read the other inf0M)aOn and, Sn doing so. Consider whether the other informallon Is materlally Inconsistent with the financial statements or our knowledge ottslned in the course of the audrf( or olheTh¥ise appears to be materially mlsstated. If we identtfy such material inconsisten¢ies or apparent materfal rnisstatements, we are requlred to determine vthether thls glv88 rise to a material mlsstatement In the financial statements themselves. If. based on the work we have performed. we condude that there [8 a matenal mlsstatement of thls other Infom)allon, are required to report that fact. l•Ve have nothlng to rwt in thls regard.
Page 8 THE MCLAIN FOUNDATION UMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS Icontlnued) OF THE MCLAIN FOUNDATION LIMITED Oplnlong Jn other matter8 pre8crfbed by the Companles Act 2006 In our opinion. based on the work undertaken In the couTre ofttlè audlL' the Inform8tlon In Ihe Annual Report of the Truste88 {incorporating thfj Strateglc Report and Dlrectors. Report) for the finanu81 year for whlch the financlal stataments are prgporqd ¢gn$istgnt with the Flnancial Ststements: and the Strategic Report and DTrectOfS' Report has b88n prepared In a¢¢ordance wllh appllcabb legal requiromenis. Mattern on whlch wo are required to rwrt by •xeeption In the Iht of our knowledge and understanding of the charitable coffyny and its envlronment obtslned in th8 course of the audlt. we have not identTrled material mi88tatemonts In the Strategic Report and the Directors. Report. We have nothlng to repcrt in respeL of the following matters in rdation to which the Companies Act 2006 requlres us to report to you if. in our opinton.. Jequats accounllw records have not t)een kep( or returns adequale for our audit have not bèen recelved from branches not visited by us; or the finan¢lal statements are not in agreement yth th8 a¢countlng rewrds: or c•rtaln dlsciosures of directors, remuneratlon specified by law aro not made.. or wo hava not recefved all ts infomatlon and explanatlons we quIre for our audit. RespolbIlItIe$ of Trustseg As explained more fvlly in the Ststennt of Trustees. Re$ponslbllities Set out on page 2. the Trustses who are also the dectorS of the ch8rilabte company for the purposes of Company law) are responslble or the preparatlon of the financial statements and for belng satIsfd th8t they glve a Irug and fair vlew, and for such internal control as the Trustees detemine is necessary to enable the preparabon of finandal ststements that are free from materia mlsstatement. %thelher due to fraud or error. In preparing the Ilnoncial statements, the Truste88 are responsible for assesslng the chaAtable company's abilty to contlnLkq as a going con¢em, dlsclosing, as applicable, matters lated to golng concern and using the going concem basis of accounting unEess the Trustees either intsnd to 5iquidate the chaTttable company or to cease opw8tions, or have no reallsllc altemativo but to do so. Audnofs rosponglbllit1 lor the audlt of the flnarbclal statements Our objectwes are to obtsin 8£Onable assurance about whether the financial statements as a whole are free from materlal mlsstatement. whether due to fraud or error, and to Issue an audrtorfs report that indudes our oplnion. Reasonable assurance is a high level of assuran, but is not a guarantee thal an audit conducled in a¢¢ordance with ISAS (UK) wlll afv4ays detect a material mlsstatement when rt exists. Misstatements can arise from fraud or error and are Gonsidered material if, indNidually or in the aggregate, they could reasonably be exFected to influence the economic declsions of users taken on the basis of thése thancial statements. Irregulariti8s. Sn¢luding fraud, are instances of non-compllance with laws and regulations. We design procedures In line wth our respon5ibiliti6S, OUtlSned above, to detect matertal mEsstalemenls In respect irregulariilts, In¢luding fraud. Tho extent to whith our procedures are capable of detethn9 Irregularlt8, Indudlng fraud Is dotallod bdow. Our assessment of the susceptibtllty of the entty's financial Statements to matsdal misstatement, duding how fraud Might occur, is consklered to low. Thls concluslon was reached after the C<Jnsideration ofthe folowing:
Pag• 9 THE MCLAIN FOUNDATION LIMrrED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS IntInued) OF THE MCLAIN FOUNDATION UMITED AudltoV8 r•8pon8ibiliti88 forth8 audlt ol the flnanclal statements l¢onllnued) duè to thè relativety shnple business rnc4Jel and a low numbèr ol transactions within the charitable company there are comparatlvely few unexpected fluctuatlons In ts reported r88uIts and balanc85 and any such unexpected items would be specAfic811y enquired into by us" and there are a number of indivlduals which comprise "managemenf and therefore there is no slngle dividual who Is Ilkety to be ab to overrlde controls to effect a fraud. We deslgned our audit procedures to respond to id8ntrfiS audit risks, indLKlino non-compliance w¢th laws and regulath)ns (irregularities) th are material to the finandal $t8tements. Some of the specific procedures Fwfomed to detect irregularthes, Induding fraud. are detailed below.. the r8vl8w of ¢ontrol accounts and joumal entrie8 for large, unusual or unauthorised entrtes; the anatytical review of the detalled statement of financial actfvitles for variances that affj ellher unexpected or fèlt not to b@ in accordance wlth our urKlerstandln9 of the ¢haiitabl8 activiti8s during the year, obtaining and reviewing for ¢omp18ten8ss a list of entitiès and persons consrdered to be related parties (as defined by Flnan¢ial Reporttng Standard 102) and revlewing thè ledgers of the Foundation for previousty unreported related paty transactions., revlew of transactions and loumals for any indication of fraud or management override; and rLaW of Trustee8' meeting minutes for unrecorded transactions. Because of the Inherent limitations of an audtt. there Is a risk that we wlll not detect all iThegularities, Induding those leading to a mater181 misstatement in the finanaal statements or r¥)n-compliance with regulation, This risk increases the more that compliance vath a law or regutatson Is removed from the events and transac#ion$ reflected in the financial statements, as we w511 be less likely to become aware of instances of non-compliance. The dsk L8 also greater regarding Irregularities occurring due to fraud rather than error. as fraud Involves intantionai concealm8nL forgery. collusion, omission or misrepresentation. A lurther descdpllon of our responslbilities for lh8 audlt of the financial ststements is located on the Financial Reportlng Councifs website at: vAYw.frc.org.uklaudliorsre6ponsiblle$. description fomis Part of our auditorf8 reporL Uge of our report Thls report ts mado solety to the charttable company's mambers. as a body, in accordance with Chaptsr 3 of Part 16 of the Companles Act 2006. Our audil worf( has been undertaken so that we mlght state to the charitable Company's members those mattèrs wé srè required to state to them in an 8udltorfs report and for no other purpose. To the fullest extent pemitted by law, we do not accept or assume responslbllty to anyone other than the charitable company and the charitabk compan6 members as a body. for our audit worK for thls report, orfor the oplnlons we have fonned. ling Wel IS8nior 8tatu¢ory Audltorl For and on behalf of Rawlln8on & Hunler Audlt LLP ststutory Aud6tor and Chartered Accountants Eighth Floor 6 New Street Square New Fetter Lane London EC4A 3AQ
Page10 THE MCLAIN FOUNDATION LIMITED STATEMEpif OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITiIRE ACCOUNT) FOR THE YEAR ENDED 31 DECEMBER 2024 Unrestrictsd Fund 2024 Unr6strfcted Funds 2023 Inwne from: Donations {note 2) Investments (nol8 3) 15 16 2.505,058 324,918 906,827 285.431 Total Income 2.829.974 1,192,258 Expondlture on: Charftable actl¥ities (note 4} Raising funds (nots 5) 16 16 479,486 84,167 2,332.828 57,530 Totsl expendfturn 543,653 2,390.358 Net gain on investrnents (note 12) 19 1.856,706 658,194 N•t Incomel(expendlture) 4,143.021 1539,9cK8) Oth•r galns and losses Raalised gain on fc(dgn cufren¢y transactions 9.273 10,862 Net movement In funds 12 4.152.300 {529,1)44) Reconclllatlon of funds: T¢)tal funds brought f8rd at 1 January 2024 Total funds carrlgd forward at 31 December 2024 20,493.034 21,022,078 11 £ 24,645.334 £ 20,493,034 All amounts relate to continuing operations. There were no OgnIsed gains and losses for the years entsd 31 December 2023 arKI 2024 othér than those induded in the Inc¢m8 and Exp8nditur8 Account The n5 on pap 13 to 20 fomi part of these financrd statanonts
Page 11 THE MCLAW FOUNDATION UMITED {Reglstered Charlty No. 1139841 and Compary No. 074830931 BALANCE SHEEr AT 31 DECEM8ER 2024 Pa 2024 2023 Flxed assets: Investmènts And ca8h urxJ8r manag8ment (note 12) 19 20,955,954 20,426.397 Total flx•d asxts 20,955,954 20,426,397 CurY¢nt as•èts: Cash at bank (note 13) Delrtors (note 14) 19 19 2,287,435 1,473,843 184.727 Total currnnt assets 3,761,078 184,728 Current Ilabllhles: Credltors- amounts falling due within one year (note 15) (71,69n {118,090) Total as8ets108s current Ilabilities £ 24,645,335 £ 20.493.035 Tho fund$ of thè charlty: Shar8 capital Unrestricted funds 10 24.645.334 20,493.034 £ 24,645,335 £ 20.493,035 The financlal statements were apwoved authorlsed for Issue by th8 Twstees and were signed on their behalf ty. Zr.o.y.....2 Chelsea McLaln TYu8tee The nL*eB on p4e 13 to 20 fomi part of th0 financial 3tatemtsrrt$
Pago 12 TFE MCLAIN FOUNDATION LIMITED STATEMEKf OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024 Page 2024 2023 Cash flows from operatlng actlvllles Net movemert in funds for the year Adjuslments for.. Incomé from investments and deposits Net gain on Investment assets {IneaSeydecrease In debtors {OecreaSe)finc85e in uedltors Galn on forelgn currency 10 4,152,300 (529,044) (324,916) (1.856,706) (1.473.842) (46,393) 19,273} (285,431) (658.194) 195,023 17,374 (10,882) •t eash provld8W(us8dln) by operaflng acfvltles 441,370 (1,271.134) Cash flo from imlestlng actlvltles Income from WNeslmonl8 08POWt interest Payments to ao]ulra investments R8rAipts from sales of inveslments 216.718 258,483 108.198 26,948 (4.345.156) (6,392,338) 5.684.707 7,398,538 Net eash provlded by Inv•stlng actlvides 1,664.467 1.291,631 Net change In cash and c•$h equivalents for the year 2,105,837 20.497 Cash arKI cash aquivaknts at 1 January 2024 Loss on lordgn wrrency 200.469 9.279 169,110 10,862 Cash and cash equlvalents at 31 De¢ember 2024 £ 2.31S.579 £ 200,469 Cash and cash •qulvalents Gonslst of: Cash hèld with investment managers (note 71 Cash l)dd at bank (note 13> 17 28,144 2,287,435 15,742 184,727 £ 2,315,579 £ 200.469 The rt¢S on page 13 to 20 fom part of these finan¢lal siatefflerts
Pa9113 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMEtirs FOR THE YEAR ENDED 31 DECEhlBER 2024 ACCOLWTING POUCIES Basls of I¥0ratIon ol FInala1 Statements The McLain Foundatlon Llmited (reglstered charity numbar 1139841 and company numb8r 07463093) i8 based and adminlsterad In the United Kingdom, whose principal oblect is to sup ort charitabl8 purposes in whatever mannèr the Trustees. at thelr dlseretlon, deem approprfate. registered address is Eighth Floor. 8 New Str88t Square, New Fetter Lano. London, EC4A 3AQ. The financial statements have been prepared in accordan with Accounting and Reporting by Charities: Staternent of Ro¢ommended Practice applicable to tharlties preparing their aceounts in accordance with the Financlal Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) <'Charlties SORP FRS 102?, the Flnancial Reporting Standard appllcable in the United ngdom and Republ1¢ of Ireland (FRS 102). the Charities Act 2011 and where relevant. the Charltles 2022. the Companres Acl 21J36 and UK Gen8tally Accepted Ac¢ountiig Practice. Thè Foundauon constitutes a pub¢ benefft entty as defined ty Charliles SORP FRS 102. The fnanclal statements are prepared on a golrKJ concem basis undgr th8 historical Cosl convention. modifKd lo Include wtsin items at fair value. The SignifinI ac¢ountlNJ polcies applied in Ihe weparatlon of these financlal statements are set out below. These pokctes have b88n consistently apled to all years presented unl855 othèrwise In applylng the finandal reporting frameworK the Te5 may hav• to make a numbèr of subjectlve judgements. for examp In respect of $ignlficant accounting estimates. Eslimates and Judgements are continually evaluated and aro based on hlstorlcal 6xnenCe and othar factor8. in¢WSng expectstions of future events that are believed to be reasonable under the circuMstans. Thé nature of the estimatlon means tho actual outcomes couhj diffw from those estimates. No signifi¢ant estimat85 and Judgements have been made. The financial Staternts are Fxasented in GBP thlch Is the functlonal Gurrency of Ihe Fwndatton. Flxed Asset Inv88tmonts Quoted investments are included at closing mKI-market value at the Balance Sheet date. Realised gains and losses on Investments 8re reoognis8d on disposal on inv8Stments and ary galn or loss on ievaluation Is taken to th& Statement of Fin8nclal ActfvlUes (SOFAI. The detemilnation of any gains and losses Is caculated by reference to the value of such assets at the b8glnnlng of the ac¢cwnting period. Mid-marttet values are W00d by independent dats feed rather than inv8stment manager valuations. Cash held for investrnent 1$ InclLMled within the FL¥ed Assets Investments Tn accordanc8 wlh th8 applScabie statement of Recommended PracCe. Private 8qulty Investrnents are held at falr market valu8 based on Partn8ls Capital account analysis, or as retumed in Schedule K-1 (Fomi 1065) to the Department of Treasury Intemal Revenuo S8p4lco8, USA, any revaluatton accounted through the SOFA.
Page 14 ThE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATEMEpir8 FOR THE YEAR ENDED 31 DECEAIBER 2024 AccouKfiNG POUCI&8 lconllnued) In¢om• Rocognitlon Investment Income is derived from interest and dl¥kJend8 receivable from investments and k8 acwunte<l for in th8 perlod in which the Foundatlon is entllled to recelpL Intsrest from bank a¢Unts are included when receivable only. All incoming resources, including donatlon Income 8nd investment Income, are induded In the SOFA when thè Foundatlon Is entilled to the income and the amount can be quantified reasonable accuracy. GKt Ald Tax Relief is recognised as a tax ¢dit on donations and treated as Income in the period in Ithkh the donations are made. Rè•ouKes Expend¢d All expendfture is Included on an accfuafs basls and is recognlsed when Ihete is a bgal or constructive obligation mMling the Trustees to the expendtture. Cknaritable aclvities comprise grants arKI donations mad8 and govemance costs inld during the year a are expended through the SOFA when the offer Is conveyed to the recSpient and 811 offer conditions ar8 met. Governance costs rèlate to the general NnIng of the Foundation. as opposed to the management functton8 Inherent in geallIg frjnds. Cost of ralslrg funds relate to the costs incurred by the Charity in managing its 1nVestrr. status of Fundg The enti resources of the fvnd aTe unrestrlctej 8nd the Trustees have ¢ornpEet6 d[$010n fof their use in pursuancè of Its objectives. Flnaneial imtruments The Foundation onty has financial assets and financlal It8bllltl88 of a klnd that Qual as be¢ financial instruments. Bas1¢ financlal Instruments are re¢ognlsed at transaction value. ept where settlement is delayed, In which case the transaction Is recogn188d at the present value of the settlement amount. Debtors and credltors receIvablpay3b18 wlthln onè year Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at translon pri¢e. Any losses ari*ing frorn Impalmirt are re¢ognl8ed as eXpdIlure. Cash and cash aqulvalents In the Statement of Cash Flows, cash and cash equrvalents are shown net of bank overdrafts that ar& repayable on demand and fom an integral part of the entws cash management. Also Included $h held under man•3em8nt by the irwestment broker. Provision$ Provisions are OgnIsed vthen the Foundation has an obllgalion at the Balance Sheet date as a resuK of a past event it is probable that an oufflow of economic benefit wlll be requlred In settloment and the arnOt can be reliably estimated.
Pw15 THE MCLAIN FOUNDATION UMrrED NOTES TO THE FINANCIAL STATEMETrrrs FOR THE YEAR ENDED 31 DECEMBER 2024 Forelgn Currèncy Assets and liabilities denominated in foreTryn currencies are translated at the rate of exchange rullng at the Balance Sheet date. Transactions denominated in forelqn currencies are ¢cTherted at the rate of exchange ruling al the date of the transactSon. All translation differe$ 8re tsk to the Stslement of FlrwKial Activities as they aiise. TatIon The Foundatyon Is not subject to any laxés on Its charltsble actpiitles. Irrecoverdbl& VAT is charged to the SOFA agalnst the category of resources expended for whith Itwas incued. GalNJ Concern financlal statements have been prepared on a going concem basIs as the tnjstses believe that no material uncertainties exist. The current uncertainty in the global economy arfsing from geopolitrcal lfil¢1$ has incr•a8ed fhanclal pressure on tharitses. The trustees have however considered the contingency plans in place. the kvel of funds héld and the expected lev4 of Incom8 and eyndthre for fv1ve months from the date of signing of these financial ststemenls. Tha trustees are satlsfied the forecast Income and raserves a sufficient to cover all of the budgeted exPendUre to be able to contlnue as a golng concern. The trustees therefore consTrder the adoptlon of the golng conc8rn basls in kxeparing these financial statsments contlnues to be approprfate. Page 2024 2023 DONATION INCOME Donations recelved GIftAld Tax Rellef 2,004,046 $01,012 725,000 181.827 10 £2.505.058 £ 906.827 INVESTMEKf IMCOME UK and overseas securMes Income Deposit interest 216,718 108.198 258,483 26,948 10 £ 324.916 £ 285,431
Page 16 THE MCLAIN FOUNDATION LIMITED NOTES TO THE FINANCIAL STATErS FOR THE YEAR ENDED 31 DECEMBER 2024 Page 2024 2023 CHARITABLE ACTIVITIES UK Orant6 Awarded: Donmar Warehouse (Reg. Charity No. 284262) Felix Project (Reg. Charity No. 1168183) Womèn for Women Intsmatk)nal (UK) (Reg.Charity No. 111 $109) V&A- Museum of Chllohoc (Reg. Charity No. 1144508) West L(dOn Zone (Reg. Ch**y No. 1180947) 100,000 50,000 10,000 100,000 30,000 2,{O,(KI0 10,000 160,000 2.140.000 US Grants Awarded: Princeton univeIty ($100.(KA)) Smithsonian Museum ($100.000) (2023.. $100,oooJ Women for Women {$75,000) Lig8r Charllable Foundation ($30,IXIO) (2023.. $30,000) Jumby Bay FoundationI$10,o) (%f23.' $10.000) Middle East Children's Institute <$nil) (2023.. $14000) 79,707 76,144 59.023 23,154 7.587 79,359 23,774 7,936 11,783 245,615 122,852 Totsl grants aTMardod 405,615 2,262,852 Supp¢)rt Costs Admlnistratlon fees Financial advirJof6' fee$ Accountsncy fee5 Audit fees Tax filing fees Other fees 29,395 16.201 12,on 11,980 622 3,600 24,470 14,218 18,844 12,000 73,871 69,976 Total Charltable Actlvltlos 10 £ 479,486 £ 2,332.828 COST OF RAISING FUNDS Investrnent management and admin fe8S Internal Revenue Servlce (note 6) Bank charges 45,805 18,491 71 53,350 3,994 17 10 £ e4,167 £ 57,530
Pago 17 THE MCLAIN FOUNDATK)N LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECBER 2024 Pagg 2024 2023 TAXATION Internal Revenue Service (note 5) 16 £ 18,491 £ 3.994 FIXED AS8Ef INVE8Th1ENTS Quoted Invoslments and Cash under manaaom•nt Investments at mathet value at 1 January 2024 Addltions at cost sposals at ¢arryiNJ vahje 14.680.703 15.742.583 3,316,284 5,687.475 (4,220,629) 17,397,701) 13.778.358 14,032,357 Reallsed gain on dlsp05als Unr8allseO gain on revaluatlon 95.304 1.400,388 43,740 604,61J3 Net galn on Investment A86ets 1,495.692 648,346 Market valu8 at 31 December 2024 15.272.050 14.680.703 Cash 12 28.144 15,742 Total Value at 31 December 2024 19 £ 15.300.194 £ 14.696.445 Historlc costs as at 31 December 2024 £ 12.100,007 £ 12,760.450 RIVERHAWK FUNDING111 LLC Investm8nt value at 1 January 2024 Additions Disposals R6all8edl(unrealisedl Sair(lO¥s) on currency translatlon 1,327,830 115,358 (1,464,078) 21.190 1.294,8 101,740 19 {89.L Net asset valua at 31 Deoember 2024 19 £1,327,530 Prior to the year end, the Trusts8s Instructed the redPtion of thelr Investrnent kn Rlverhawk. w prcceeds settling Shoty after year end. The Foundation had committed $1,450,OIJ) to Rerha Addttlonally $144,544 (2023.. $129,5q5) of income had been aUMulated ¢8pliaUsed. Total amijunt of Income capitaliwj sinc6 investment was $384.490 {2023.' $239,946). On8 of the Trustees, Chelsea McLain is a participant In the LLC, whllst th8 Iwo fonner Tntstees. Carina M¢Lgin and Chloe McLain are also particlpants in the LLC.
Page 18 THE MCLAIM FOUNDATION LIME0 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Pa 2024 2023 HILP-C INVESTCO LLC Invèstment value at 1 January 2024 Addilions Unreallsed galn on currency translation 734.447 51,328 58,320 731,878 19 N8t asset value at 31 Oecember 2024 19 £ 844,095 £ 734,447 The Foundatlon has committed a total of $750,000 •Athlch Is fuly called (2023.. outstandiv LmmItMent 01S64,314). 10. PACIFIC HOTEL FLORIDA LLC Investmem value at 1 J8nuary 2024 Unrealised gainl(k>ss) on currency translation 266,484 3,513 282,495 (16,011) 19 Net assat value at 31 December 2024 19 £ 269,997 £ 286.484 The FoallOn ha8 commbtted a tot81 of $585,000. al ofwhich has b88n drawn d(ywn. One of the Trustees. Chelsea McLaln 18 a shareholder Sn the LLC. vthitst forner Trustees, Cameron M¢Lan and Carina McLaln. are also shareholders in the LLC. 11. CVC Capltal Partners Vlll Amoclatss LP. Irwestment valuè at 1 January 2024 Addition8 at cost DlsposaEs at carrylng value 3,401.491 862,186 2,706.850 603,123 (838) 4.263,677 3.309.135 Realised gain on diswsal UnreaKised galn on tevaluation 838 91,518 277,991 Net galn on Investment assets 19 277.991 92.356 Total Valuo at 31 DeC•mr 2024 19 £ 4.541,668 £ 3,401,491 The Foundatlon has committed a total of É5,000.000. of which É4,554.383 (2023.. E3,494,148) has been drawn. The outstanding commltment is é445.617 (2023.. É1.505,8521. No provision Is made for thk% commilmenL Bruce Hardy McLaln, a Trustee. thg C0-fnder of CVC Capital Partne[5 whKh manages the Investment. Chelsea McLaln 18 0 limitod partner of the investment. thilst fomier Twstee Carlna McLain is also a limited partner.
P4gé19 THE MCLAIN FOUNDATION UMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Pag• 2024 2023 12. INVESTMENT SUMMARY Marftet Value Quoted Investments and cash under management HILP-C Investco LLC Pxnl¢ Hotel Florlda LLC CVC Capital Partners Vlll AsSlateS L.P. Rerhawk Fund 111 LLC 17 18 18 18 15,300,194 844,095 269,997 4.541,668 14,698,445 734.447 266.484 3.401,491 1.327,530 11 £20.955.954 £20.426.397 Oalns Ire41ised and unreallsed) Gain on quoted investments (note 7) Gain on CVC Capital Partners Vlll (note 11) Unrealised galn on HILP-C Investco LLC (note 9) Reallsed gainl{loss} on R6vethawk Fundiro111 LLC {note 8) unalised gainl(loss) on Pa¢IC Hotel Florida LLC (note 10) 17 18 18 17 18 1,495,692 277.991 58,320 21,190 3,513 648.346 92.3 2,569 {69,066) {16.011) 10 £1.856,706 £ 658.194 13. CASH AT BANK Barclays Intematlonal Buslness Reserve Account GBP Barclays Internatp)nal Business Resetve AoUnt USD ($859,735) Barclays International Business Resorve Account EUR {3,188) Barclays MFL Account Barclays Intemational Reserve Account ($1) 1.540.588 686.141 60.601 104 161.057 22.796 104 11112 £2,287,435 £ 184,727 14 DEBTORS Investmènt proceeds In the course of collection FX forwards Intemal Revenue Servrce tax refund Amount owed by parent undertaklng 1.464,079 7,054 2,509 11 £ 1,473,643
Page 20 THE MCLAIN FOUNDATION UMITED NOTES TO THE FINANCIAL STATEMEKrs FOR THE YEAR ENDED 31 DECEMBER 2024 Page 2024 2023 1& CREDITORS- amounts falling due within one year Administration fees Flnanclal advisors, fees Audlt fees Accountancy fe86 Investrnent management fees Grant commitments Untund&d foreign currency ttading Cammltments 29,395 16.201 11.500 10.500 4,101 24,470 14,218 21.0130 25.444 3,826 21,783 7,349 11 £ 71,697 £ 118,090 1& FINANCIAL INSTRUMENTS Financial assets measured at fair vae (a) Financial assets measured at amortised cost (b) Financial liatslities measured at anwrtised cost {¢) 23.243,389 1.471.134 71,697 20.611.124 118.090 a) Financial assets measured atlair value through SOFA conslst of the fixed 8&8et quotsd invéthents, prlvale equity investments at falr value and cash under management and in hand. b) Flnandal assets measured at amortlsed cost eonslst of debtors atyear WKI. c) Financlal liabilbties measured at amortlsed cost consist of the credttors at year end. 17. RELATED PARTY TRANSACTIONS One of the trustse8 made donatlons to the Foundatlon during the year whiGh totall8d £2.004.046 (2023.. £725.000) on whlch Gift Atd Tax rellef of £501,012 been claimed (2023." £181,250. £29.395 wa8 charged by 8 Strdnds Ltd In [¢(4 of admlnistraliM costs incurred on behaw of tha FoundatEon 12023.. £24,470). The balance of £29,395 remains outstanding at yèar end (2023." £24.470 outstandlng). 8 Strands Ltd is owned and controlled by a Truste8 of the Foundath)n with another as a Dlrector. ND Trustee receNed any remuneration during the year to 31 Dember 2024. 18. ULTIMATE coKfROLLING PARTY The Imm8rthate parent undertaktng Ss The McLain Foundalon IUSI, fomierfy Tho McLaln 8 Strands Foundallon (US), a Delaware Corporation not for profit and wlthout capitsl Sto The Trustees conslder that the Foundatlon l$Joinlly conlromed by the Trustee8 and that there k8 no ultimate controlling party.