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2023-12-31-accounts

Charity registration number 1146130

Company registration number 7574245 (England and Wales)

BIOGUINEA FOUNDATION

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

BIOGUINEA FOUNDATION

LEGAL AND ADMINISTRATIVE INFORMATION

Trustees Paul Siegel, Chairman of the Board
Ibrahima Thiam
Miles Geldard
Camila Monteiro
Charlotte Karibuhoye (Appointed 20 April 2023)
Charity number 1146130
Company number 7574245
Registered office 10 Queen Street Place
London
EC4R 1BE
Head Office in Guinea Bissau BioGuinea Foundation, IBAP Building
Avenida Dom Settimio Arturo Ferrazzetta, Bissau
Guinea Bissau
Secretary Bates Wells
10 Queen Street Place
London
EC4R 1BE
Auditor Richard Place Dobson Services Limited
Ground Floor
1 - 7 Station Road
Crawley
West Sussex
RH10 1HT
Solicitors Bates Wells
10 Queen Street Place
London
EC4R 1BE

BIOGUINEA FOUNDATION

CONTENTS

Page
Chairmans Statement 1
Trustees' report 2 - 8
Statement of trustees' responsibilities 9
Independent auditor's report 10 - 12
Statement of financial activities 13
Balance sheet 14 - 15
Statement of cash flows 16
Notes to the financial statements 17 - 28

BIOGUINEA FOUNDATION

CHAIRMANS STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2023

2023 been notable in terms of progress as well as a challenging year for the Foundation. Indeed, it is noted the progress in fundraising negotiations, including the receipt of a €3 million final endowment contribution from the MAVA Foundation before its official closure in the same year. Additionally, the launch of the Blue Bijagos-Blue Action Fund Project, where the Foundation is responsible for the grant-making component for community projects in partnership with the Partenariat Régional pour la Conservation de la zone côtière et Marine (PRCM), which is the implementing agency. With the initiation of the Blue Bijagos-Blue Action Fund Project in 2023, new procedures have been developed with support from the Partenariat Régional pour la Conservation de la zone côtière et Marine (PRCM), which is establishing its presence in Guinea-Bissau. Simultaneously, preparation for the operationalization of the partnership with the World Bank’s West Africa Coastal Areas Resilience Investment Project 2 in Guinea Bissau (WACA ResIP 2) has continued despite delays.

However, the first Executive Secretary (ES) announced his departure for 2023. As a result, recruiting his successor became a top priority of the Board, and the recruitment process was initiated. The new Executive Secretary assumed office in November 2023, and the former ES stayed on until December to handle the transition and address any urgent ongoing matters.

On another note, the WACA Project has experienced further delays due to the late recruitment of project management unit staff at the administrative level. This delay necessitated adjustments in how the Foundation financed its operations. Therefore, the Foundation had to rely on part of its revenue from investments managed by Pictet Bank Switzerland while the recovery of investment performance has been slow following a poor performance in 2022.

Despite these challenges, the Foundation once again allocated funding to IBAP to bridge the financial gap left by the closure of international funding sources, while IBAP new fundraising negotiations are ongoing to sustain park management operations.

Regarding governance, the Board of Directors has continued to recruit new members. In this context, Mrs. Charlotte Karibuhoyé said, formerly Director for Africa at the MAVA Foundation, was officially appointed in April 2023. Additional Board members are still expected to join in the future.

The primary challenges for the Foundation now are to effectively fulfill the new partnership commitments, WACA and Blue Action Fund project, and to initiate new funding negotiations to progress towards the interim capital goal of €14 million by 2026, and subsequently €28 million by 2031. This will enable the Foundation to generate increasing sustainable impacts on protected areas and their resident communities. The entire team is working diligently towards this goal.

,3 Paul Robert Siegel J.!��✓ Chairman of the Board

lr Date: ... 2" # ... W:J.�p1 ·/':,,7':-'"' [·]

page 1

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT)

FOR THE YEAR ENDED 31 DECEMBER 2023

The Board of Trustees is pleased to present this progress report for the 2023 fiscal year.

As in previous years, this annual report begins with an introductory note on the Foundation, its mission, and its operations. Then, the significant activities of the year 2023 are presented successively, including fundraising, investment management, grant-making, governance structures, financial management, and staff management, among others. The final section covers the Accounts and Financial Statements of the year accompanied by explanatory notes.

It is noted that the financial statements have been prepared to comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, 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).

1. THE BIOGUINEA FOUNDATION IN BRIEF: background and practices

The BioGuinea Foundation is a UK registered non-profit and non-political Foundation which is legally recognized as a public utility in Guinea-Bissau and dedicated to environmental conservation and community development in Guinea Bissau. Established in 2011, its mission is to generate permanent financial resources and mobilize financial and technical partnerships in support of the conservation of biodiversity, the promotion of sustainable community development and environmental education in Guinea-Bissau.

The Foundation primarily works to provide support to the following:

With a dedicated team of four permanent staff members based in Guinea-Bissau and strategic partnerships, the BioGuinea Foundation is committed to making a positive impact on both the environment and local communities.

Governance: organs, membership and functioning

The Board of Trustees of the BioGuinea Foundation currently consists of 5 members who serve voluntarily.

The virtual meeting continued while the physical one of the Board of Directors is scheduled for 2024. The General Assembly and the Donors’ Circle meetings were held virtually.

- Related parties and co operation with other organizations

Our charity operates on a strict non-remuneration policy for all trustees, ensuring their dedication is solely motivated by their commitment to our cause. Additionally, any potential conflicts arising from connections between trustees and senior managers are carefully regulated under our Conflict-of-Interest Policy.

Pay policy for senior staff

The staff currently consists of 4 individuals: Executive Secretary, Project Officer, Finance and Administrative Officer and Driver. Following the departure of the first ES, who is international, at the end of October 2023, the staff is now composed entirely of nationals.

page 2

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

Public Benefit

BioGuinea Foundation confirms that its Trustees have complied with the duty in section 17 of the Charities Act 2011 to have due regard to public benefit guidance published by the Commission in determining the activity undertaken by the charity.

Risk Management:

Since its inception, the charity has relied on financial support from donors, thus implementing both donor-specific requirements and its own procedures to oversee operations and mitigate risks. The introduction of environmental and social safeguard considerations amongst the tools and the updated grant procedures via donor project funds, alongside existing procedures facilitated by the WACA World Bank Project and the Blue Action Fund-PRCM project, will further enhance the Foundation's risk management framework. These manuals will introduce additional measures aimed at minimizing the Foundation's vulnerability to risks.

However, financial risks persist:

The tight relationship and collaboration between the Foundation's team and that of WACA suggests that risks are sufficiently managed without significant anticipated negative impacts on the operations of FBG.

Our volunteer

Tanya Yudelman Bloch continued to volunteer her time in support of the Foundation's activities: participation in Donor Circle (DC) meetings, Board meetings, as well as contribution to planning and fundraising efforts.

PROGRESS AND ACHIEVEMENTS Activities progress and performance

For 2023, the Foundation set three objectives:

As every year, key activities included Fundraising, Communication, Grant Making, Finance and Accounting, Investment Management, Governance and Coordination.

Fundraising

The main actions undertaken were related to three negotiations already started a while ago: inclusion of the Foundation as beneficiary of the Government/EU Delegation Fisheries agreement, WACA-World Bank Project, MAVA last endowment contribution, BAF-PRCM Blue Bijagos Project, and Oceans 5.

In 2023, the Foundation achieved the following:

page 3

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

The first installment was received, and activities were launched. The BioGuinea and PRCM teams decided to set up offices in.k in the same building to facilitate the coordination and implementation of activities.

Grant making

The funds disbursed a total of 320,000 Euros grants to IBAP, comprising 165,000 Euros from own funds (REDD+) and 155,000 Euros from FFEM funds.

Project funds

FFEM Project closure: The FFEM project entered its closure phase in 2023. As planned in the contract, a capitalization of the project experience was initiated by FFEM to highlight the key aspects of the project, in particular lessons learnt from the REDD+ activities. To this end, FFEM recruited an international consultant who has been working with stakeholders in Guinea Bissau, and the report is expected to be released in 2024. FBG was part of the capitalization activities.

Project Funds as introduced in the Fundraising activities:

page 4

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

Adapting organizational functioning and governance

· General coordination

In 2023, the Executive Secretary announced his departure in the beginning the year, with his contract ending in May 2023. The Board decided to put in place a transition plan while the recruitment process for his replacement was launched. The Executive Secretary continued his responsibilities until end October 2023 to allow for an adequate process to select a suitable candidate. Didier Samir Monteiro, the new Executive Secretary began in November 2023, and the outgoing ES continued for an additional two months to allow time for adaptation for the new appointee and a better handover and transfer of ongoing dossiers.

The year was marked by a quantity of work focused on the ES recruitment process.

The Board has been functioning with 5 Trustees.

Financial review

During the year ended 31 December 2023, the Foundation received €3,000,000 from the MAVA Foundation as a new contribution to its endowment. The amount was transferred by the donor in February to the investment account opened with PICTET Bank in Switzerland. Also in February 2023, the Foundation received a letter from IBAP expressing its willingness to allocate part of its share of the REDD+ proceeds—totaling $1,140,000—to strengthen the Foundation’s unrestricted resources. This amount remains in the account holding the proceeds from the sale of REDD+ products.

During the year, the Foundation also received €47,728 from the MAVA Foundation as the final installment, representing 10% of the funds under the Grant Agreement for the project “Promoting the Long-Term Financial Viability of Biodiversity Conservation through the Continuation and Potential Expansion of Guinea-Bissau’s Innovative REDD+ Project, the Community-Based Avoided Deforestation Project (CBADP).”

page 5

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

Additionally, the Foundation received €185,867 from FFEM to support the REDD+ project, IBAP, and activities in two parks. Through direct payments, the Foundation benefited from €23,821 under the West Africa Coastal Areas Resilience Investment Project 2, financed by the World Bank.

Furthermore, the Foundation received €6,198 as the first installment of funds from the agreement with the “Partenariat Régional pour la Conservation de la Zone Côtière et Marine en Afrique de l’Ouest” (PRCM) for the implementation of the “Sustainable Management of Marine Resources and Improved Livelihoods at MPAs in the Bijagós Archipelago (Blue Bijagós)” project, financed by the Blue Action Fund.

As of the end of December 2023, total assets less current liabilities, including REDD+ revenues pending distribution awaiting the signing of the benefit-sharing agreement, amounted to €8,688,830. Overall, the main cost items continued to show downward trends compared to the previous year.

Investment/asset management performance:

General: Last year was a successful one for invested assets. Despite obstacles that included continuous rises in interest rates, bank collapses in Europe and the US, sagging growth in China and perilous international relations, major equity indexes notched up good performances. US equities were particularly strong, due largely to the continued robustness of the US job market and economy, helped by large investment program. But for much of the year, index returns were dominated by a handful of Big Tech stocks amid excitement surrounding artificial intelligence. By contrast, the performance of other parts of the US stock market was far more pedestrian, as companies dealt with increasing funding costs. However, towards the end of the year, equity gains showed signs of broadening, as the rapid decline in inflation fueled hope for interest rate cuts.

While still good, returns for European equities trailed those for the S&P 500, reflecting Europe’s more muted growth. Some individual equity markets, notably the UK’s, underperformed, Emerging-market indexes also underperformed. This underperformance was largely due to China, which is almost 30% of the emerging-market universe, where growth and confidence collapsed amid continued regulatory and property-sector issues. Though some Asian markets did comparatively well.

Volatility marked the year for bonds. Treasury yields rose between April and mid-October, when the 10-year US Treasury yield touched 5% for the first time in 16 years. This was because the Fed sent out stringent messages about the need for “higher for longer” rates to combat inflation and concerns grew around increased Treasury issuance due to the US fiscal deficit. Then bond yields declined rapidly from October as markets gained confidence in rate cuts in 2024. The liquidity problems facing smaller regional banks—and the collapse of three of them—caused justifiable anxiety about areas of US corporate debt.

Portfolio: For the full year 2023, the portfolio was up, with a performance of + 5.6% and a total valuation of EUR 6’764’949. The Performance in 2023 has profited from a very strong Q4. The first 3 quarters of the year were nearly flat whereas Q4 has added +4.2%.

The Portfolio had an allocation to Equities of 36% at the end of the year, 17% in Fixed Income and 43% in Cash, which comprises the Pictet Money Market Fund.

The main positive driver of the performance was equities, followed by gold. There was also a partial recovery of the long maturity bond funds after the large declines in 2022. On the negative side a small number of individual securities performed poorly. These were investment trusts, where in many cases the value of the assets inside the trust remained stable but the market value of the market-listed trust fell, resulting in a large discount to the net asset value of the trust. Whilst their performance was disappointing in the short term, it is important to be cognizant of the potential for gains as the value of the listed trust gradually converges with the net asset value. In this context it is important to consider the importance of diversification for the long-term performance of the portfolio.

Mid-year saw some reallocations in the portfolio with increasing exposure to gold and a short-term bond fund. These have performed well.

Consideration should be given to how much of the portfolio should be held in the money market fund, since this provides stability but a lower potential return.

In general, the Portfolio remains well-balanced.

page 6

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

Outlook: For 2024 we see a number of key issues that will affect future prospects. First, we see a slowdown of growth in the US and continued stagnation in Europe, especially in the first part of the year. China was a source of disappointment in 2023 and may notch up relatively modest GDP growth this year too. A second big factor is the potential for a decline in inflation, which means policy rate cuts are on the cards after almost two years of aggressive rate increases. However, falling inflation could also hurt companies’ ability to protect their margins.

Reserves policy

The Foundation has yet to make a decision regarding the implementation of a formal reserve policy, aiming to uphold a suitable level of adaptability to address evolving needs and circumstances. Nonetheless, the Foundation consistently exercises caution to optimize requirements, resources, and limitations. Enhancing fundraising efforts stands as the main Foundation ‘strategies to enhance flexibility in its interventions. With the acquisition of the WACA and BAF funds, the Foundation has the opportunity to make significant progress in establishing reserve policies.

Plans for future periods

The Foundation will focus on the following areas of activity in the short and mid-term

· Strategic planning: the Foundation plans to hire an international consultant to assist the Foundation in elaborating its multiannual strategic plan.

Auditor

In accordance with the company's articles, a resolution proposing that Richard Place Dobson Services Limited be reappointed as auditor of the company will be put at a General Meeting.

Going Concern

The Foundation is in an upward phase of developing its capacity in light of the two new funds successfully negotiated. A new challenge arises from this stage, that of the capacity to absorb the expected workload of the staff. At the same time, the Foundation will need to optimize the size of its permanent staff over time to avoid overstaffing while with limited resources, as the international context is not promising.

page 7

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

The trustees' report was approved by the Board of Trustees.

,3 J.!��✓ Paul Siegel, Chauman of the Board Trustee Date: -----·--- ?:fe/J�-/:./��1

page 8

BIOGUINEA FOUNDATION

STATEMENT OF TRUSTEES' RESPONSIBILITIES

FOR THE YEAR ENDED 31 DECEMBER 2023

The trustees, who are also the directors of BioGuinea Foundation for the purpose of company law, are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company Law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that year.

In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

page 9

BIOGUINEA FOUNDATION

INDEPENDENT AUDITOR'S REPORT

TO THE TRUSTEES OF BIOGUINEA FOUNDATION

Opinion

We have audited the financial statements of BioGuinea Foundation (the ‘charity’) for the year ended 31 December 2023 which comprise the statement of financial activities, the balance sheet, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. 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 the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:

page 10

BIOGUINEA FOUNDATION

INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF BIOGUINEA FOUNDATION

Responsibilities of trustees

As explained more fully in the statement of trustees' responsibilities, the trustees, who are also the directors of the charity for the purpose of company law, are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the trustees are responsible for assessing the charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will 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 expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Management Override

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant, unusual transactions and transactions entered into outside of the normal course of business.

Revenue Recognition

Audit procedures performed included but were not limited to performing walk through tests to identify the control procedures in place and substantive procedures were also performed on the endowed income, as well as the investment income. Testing concluded that revenue had been recognised in-line with accounting standards.

Investments

The audit engagement team also identified investments as an area of significant risk. The client holds €6.76m in endowed investments, which run the risk of poor performance. Due to the investments being endowed, there are very limited options for reinvestment for the client if the investments were to perform significantly poor; in addition to the majority of the client's reserves being endowed, and thus not available for charitable activities. Testing included but was not limited to substantive testing on the individual investments the client holds, a review of the investment broker's reliability, and analytical reviews of the performance of the investments.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the charity’s trustees, as a body, in accordance with part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity’s trustees as a body, for our audit work, for this report, or for the opinions we have formed.

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BIOGUINEA FOUNDATION

INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF BIOGUINEA FOUNDATION

Darren Harding (Senior Statutory Auditor) for and on behalf of Richard Place Dobson Services Limited .........................26/09/2024 Chartered Accountants Statutory Auditor Ground Floor 1 - 7 Station Road Crawley West Sussex RH10 1HT

Richard Place Dobson Services Limited is eligible for appointment as auditor of the charity by virtue of its eligibility for appointment as auditor of a company under section 1212 of the Companies Act 2006.

page 12

BIOGUINEA FOUNDATION

STATEMENT OF FINANCIAL ACTIVITIES

FOR THE YEAR ENDED 31 DECEMBER 2023

Unrestricted
Restricted
Endowment
funds
funds
funds
2023
2023
2023
Notes
€
€
€
Income from:
Donations and legacies
3
260,065
-
3,000,000
Charitable activities
4
47,728
215,885
-
Investments
5
23,093
-
-
Total income and endowments
330,886
215,885
3,000,000
Expenditure on:
Raising funds
6
-
-
-
Charitable activities
7
471,008
33,129
-
Other expenditure
13
1,647
-
-
Total expenditure
472,655
33,129
-
Net gains/(losses) on investments
14
-
-
262,529
Net income/(expenditure) and movement in funds
(141,769)
182,756
3,262,529
Reconciliation of funds:
Fund balances at 1 January 2023
538,814
33,826
4,040,736
Fund balances at 31 December 2023
397,045
216,582
7,303,265		 Total
Unrestricted
Restricted
Endowment
funds
funds
funds
2023
2022
2022
2022
€
€
€
€
3,260,065
-
-
1,331,081
263,613
771,937
-
-
23,093
17,531
-
-
3,546,771
789,468
-
1,331,081
-
-
405,730
-
504,137
372,406
10,771
-
1,647
-
-
-
505,784
372,406
416,501
-
262,529
-
-
(742,088)
3,303,516
417,062
(416,501)
588,993
4,613,376
121,752
450,327
3,451,743
7,916,892
538,814
33,826
4,040,736		 Total
2022
€
1,331,081
771,937
17,531
2,120,549
405,730
383,177
-
788,907
(742,088)
589,554
4,023,822
4,613,376

page 13

BIOGUINEA FOUNDATION

BALANCE SHEET

AS AT 31 DECEMBER 2023

Notes
Fixed assets
Tangible assets
16
Investments
17
Current assets
Debtors
18
Cash at bank and in hand
Creditors: amounts falling due within one
year
19
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more
than one year
20
Net assets excluding pension liability
Net assets
The funds of the charity
Endowment funds
21
Restricted income funds
22
Unrestricted funds		 2023
€
1,033,620
2,562,288
3,595,908
(28,484)		 €
15,512
6,764,949
6,780,461
3,567,424
10,347,885
(2,430,993)
7,916,892
7,916,892
7,303,265
216,582
397,045
7,916,892		 2022
€
1,066
3,896,987
3,898,053
(45,010)		 €
23,029
3,825,054
3,848,083
3,853,043
7,701,126
(3,087,750)
4,613,376
4,613,376
4,040,736
33,826
538,814
4,613,376

The company is entitled to the exemption from the audit requirement contained in section 477 of the Companies Act 2006, for the year ended 31 December 2023, although an audit has been carried out under section 144 of the Charities Act 2011.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements under the requirements of the Companies Act 2006, for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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BIOGUINEA FOUNDATION

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2023

The financial statements were approved by the trustees on -----·--- ?:fe/J�-/:./��1 ,3 Paul Siegel, Chairman of the Board J.!��✓ Trustee

Company registration number 7574245 (England and Wales)

page 15

BIOGUINEA FOUNDATION

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes € € € €
Cash flows from operating activities
Cash generated from operations 26 1,312,089 4,431,490
Investing activities
Purchase of tangible fixed assets (1,220) -
Purchase of investments (3,012,338) (1,351,706)
Proceeds from disposal of investments 343,677 317,550
Investment income received 23,093 17,531
Net cash used in investing activities (2,646,788) (1,016,625)
Net cash used in financing activities - -
Net (decrease)/increase in cash and cash equivalents (1,334,699) 3,414,865
Cash and cash equivalents at beginning of year 3,896,987 482,122
Cash and cash equivalents at end of year 2,562,288 3,896,987

page 16

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

1 Accounting policies

Charity information

BioGuinea Foundation is a private company limited by guarantee incorporated in England and Wales. The registered office is 10 Queen Street Place, London, EC4R 1BE.

1.1 Accounting convention

The financial statements have been prepared in accordance with the charity's memorandum and articles, the Companies Act 2006, FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the Charities SORP "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)" (effective 1 January 2019). The charity is a Public Benefit Entity as defined by FRS 102.

The financial statements are prepared in euros, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties 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 financial statements, the trustees 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 financial statements.

1.3 Charitable funds

Unrestricted funds are available for use at the discretion of the trustees in furtherance of their charitable objectives.

Restricted funds are subject to specific conditions by donors or grantors as to how they may be used. The purposes and uses of the restricted funds are set out in the notes to the financial statements.

Endowment funds are subject to specific conditions by donors that the capital must be maintained by the charity.

1.4 Income

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.

1.5 Expenditure

Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement, and the amount of the obligation can be measured reliably.

Expenditure is classified by activity. The costs of each activity are made up of the total of direct costs and shared costs, including support costs involved in undertaking each activity. Direct costs attributable to a single activity are allocated directly to that activity. Shared costs which contribute to more than one activity and support costs which are not attributable to a single activity are apportioned between those activities on a basis consistent with the use of resources. Central staff costs are allocated on the basis of time spent, and depreciation charges are allocated on the portion of the asset’s use.

page 17

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

1 Accounting policies

(Continued)

1.6 Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings 33% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of financial activities.

1.7 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. Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred.

1.8 Impairment of fixed assets

At each reporting end date, the charity reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.9 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.

1.10 Financial instruments

The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the charity's balance sheet when the charity becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

page 18

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

1 Accounting policies

(Continued)

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the charity’s contractual obligations expire or are discharged or cancelled.

1.11 Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the charity is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2 Critical accounting estimates and judgements

In the application of the charity’s accounting policies, the trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3 Income from donations and legacies

Unrestricted
Endowment
funds
funds
2023
2023
€
€
Donations and gifts
260,065
-
GEF / CI endowment fund
-
3,000,000
260,065
3,000,000		 Total
Unrestricted
Endowment
funds
funds
2023
2022
2022
€
€
€
260,065
-
-
3,000,000
-
1,331,081
3,260,065
-
1,331,081		 Total
2022
€
-
1,331,081
1,331,081

page 19

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

4 Income from charitable activities
Unrestricted Unrestricted
funds funds
2023 2022
€ €
Projects funding 263,613 771,937
Analysis by fund
Unrestricted funds 47,728 771,937
Restricted funds 215,885 -
263,613 771,937
5 Income from investments
Unrestricted Unrestricted
funds funds
2023 2022
€ €
Investment portfolio income 23,093 17,531
6 Expenditure on raising funds
Restricted Restricted
funds funds
2023 2022
€ €
Fundraising and publicity
Seeking donations, grants and legacies - 405,730

page 20

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

7 Expenditure on charitable activities

Direct costs -
Consultants
Direct costs -
Other
2023
2023
€
€
Direct costs
Staff costs
65,047
-
Travels, ateliers & meetings
-
7,153
Internal consultants
62,981
-
Annual membership
contribution - CAFÉ
-
2,361
128,028
9,514
Grant funding of activities
(see note 8)
-
320,000
Share of support and governance costs (see note 9)
Support
13,840
-
Governance
32,755
-
174,623
329,514
Analysis by fund
Unrestricted funds
141,494
329,514
Restricted funds
33,129
-
174,623
329,514		 Total
Direct costs -
Consultants
Direct costs -
Other
2023
2022
2022
€
€
€
65,047
50,857
-
7,153
-
10,665
62,981
63,252
-
2,361
-
2,557
137,542
114,109
13,222
320,000
-
202,800
13,840
15,589
-
32,755
37,457
-
504,137
167,155
216,022
471,008
156,384
216,022
33,129
10,771
-
504,137
167,155
216,022		 Total
2022
€
50,857
10,665
63,252
2,557
127,331
202,800
15,589
37,457
383,177
372,406
10,771
383,177

8 Grants payable

Grants to institutions: IBAP

Direct costs - Direct costs -
Other Other
2023 2022
€ €
320,000 202,800

page 21

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

9 Support costs allocated to activities

Direct costs -
Other
2023
€
Depreciation
7,090
Services
1,819
Communication
1,048
Ads & insertions
610
Office consumables
188
Fuels and lubricants
1,648
Foreign exchange movements
160
Miscellaneous
210
Rental
915
Electricity
152
Governance
32,755
46,595
2023
Governance costs comprise:
€
External consultants
12,758
Audit fees
14,059
Bank charges
2,252
Tax and fees
3,686
32,755
10
Net movement in funds
2023
€
The net movement in funds is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
7,090
Loss on disposal of tangible fixed assets
1,647		 Total
2022
€
11,342
840
743
396
152
1,170
85
861
-
-
37,457
53,046
2022
€
9,425
13,634
9,553
4,845
37,457
2022
€
11,342
-

11 Trustees

None of the trustees (or any persons connected with them) received any remuneration or benefits from the charity during the year.

page 22

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

12 Employees and key management personnel

The average monthly number of employees during the year was:

2023 2022
Number Number
3 3
Employment costs 2023 2022
€ €
Wages and salaries 55,123 40,243
Social security costs 9,924 10,614
65,047 50,857

The total benefits of the key management personnel of the charity were €91,446 (2022: €86,407). The key management personnel comprise the Executive Secretary and Financial & Administrative Officer. No employees earned more than €70,000 in either the current or prior year.

There were no employees whose annual remuneration was more than €60,000.

13 Other expenditure

Unrestricted Unrestricted
funds funds
2023 2022
€ €
Net loss on disposal of tangible fixed assets 1,647 -
14 Gains and losses on investments
Endowment Endowment
funds funds
2023 2022
Gains/(losses) arising on: € €
Revaluation of investments 262,529 (742,088)

15 Taxation

The charity is exempt from tax on income and gains falling within section 505 of the Taxes Act 1988 or section 252 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects.

page 23

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

16 Tangible fixed assets
Fixtures and
fittings
€
Cost
At 1 January 2023 95,099
Additions 1,220
Disposals (1,647)
At 31 December 2023 94,672
Depreciation and impairment
At 1 January 2023 72,070
Depreciation charged in the year 7,090
At 31 December 2023 79,160
Carrying amount
At 31 December 2023 15,512
At 31 December 2022 23,029

page 24

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

17 Fixed asset investments

Listed
investments
€
Cost or valuation
At 1 January 2023 3,825,054
Additions 3,012,338
Valuation changes 248,141
Income 23,093
Disposals (343,677)
At 31 December 2023 6,764,949
Carrying amount
At 31 December 2023 6,764,949
At 31 December 2022 3,825,054

The historical cost of investments was €6,804,419 (2022: €4,203,439).

18
Debtors
Amounts falling due within one year:
Other debtors
Prepayments and accrued income		 2023
€
1,032,001
1,619
1,033,620		 2022
€
-
1,066
1,066

The foundation is expecting an endowed grant of €1,032,001 from IBAP per an agreement dated 17 February 2023, for implementation into the endowed fund.

19 Creditors: amounts falling due within one year

Trade creditors
Other creditors
Accruals and deferred income		 2023
€
9,418
2,195
16,871
28,484		 2022
€
26,455
2,195
16,360
45,010

page 25

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

20 Creditors: amounts falling due after more than one year

Creditors: amounts falling due after more than one year
2023 2022
€ €
Other creditors 2,430,993 3,087,750

Other creditors includes €2,430,993 owed to IBAP (Institute of Biodiversity of Protected Areas), a Guinea-Bissau state owned entity. Funds are held on behalf of IBAP in a Swiss investment account, to be distributed according to a Benefit Sharing Agreement which has not yet been finalised.

21 Endowment funds

Endowment funds represent assets which must be held permanently by the charity. Income arising on the endowment funds can be used in accordance with the objects of the charity and is included as unrestricted income. Any capital gains or losses arising on the assets form part of the fund.

At 1 January
2023
€
Permanent endowments
Investment portfolio
4,040,736
Previous year:
At 1 January
2022
€
Permanent endowments
Investment portfolio
3,451,743		 Incoming
resources
Gains and
losses
At 31 December
2023
€
€
€
3,000,000
262,529
7,303,265
Incoming
resources
Gains and
losses
At 31 December
2022
€
€
€
1,331,081
(742,088)
4,040,736

22 Restricted funds

The restricted funds of the charity comprise the unexpended balances of donations and grants held on trust subject to specific conditions by donors as to how they may be used.

At 1 January
2023
€
Biodiversity in Guinea-Bissau
33,826
Previous year:
At 1 January
2022
€
Biodiversity in Guinea-Bissau
450,327		 Incoming
resources
Resources
expended
At 31 December
2023
€
€
€
215,885
(33,129)
216,582
Incoming
resources
Resources
expended
At 31 December
2022
€
€
€
-
(416,501)
33,826

page 26

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023

23 Unrestricted funds

The unrestricted funds of the charity comprise the unexpended balances of donations and grants which are not subject to specific conditions by donors and grantors as to how they may be used. These include designated funds which have been set aside out of unrestricted funds by the trustees for specific purposes.

At 1 January Incoming Resources
At 31 December
At 31 December
2023 resources expended 2023
€ € € €
General funds 538,814 330,886 (472,655) 397,045
Previous year: At 1 January Incoming Resources
At 31 December
2022 resources expended 2022
€ € € €
General funds 121,752 789,468 (372,406) 538,814
Analysis of net assets between funds
Unrestricted Restricted Endowment Total
funds funds funds
2023 2023 2023 2023
€ € € €
At 31 December 2023:
Tangible assets 15,512 - - 15,512
Investments - - 6,764,949 6,764,949
Current assets/(liabilities) 2,812,526 216,582 538,316 3,567,424
Long term liabilities (2,430,993) - - (2,430,993)
397,045 216,582 7,303,265 7,916,892
Unrestricted Restricted Endowment Total
funds funds funds
2022 2022 2022 2022
€ € € €
At 31 December 2022:
Tangible assets 23,029 - - 23,029
Investments - - 3,825,054 3,825,054
Current assets/(liabilities) 3,603,535 33,826 215,682 3,853,043
Long term liabilities (3,087,750) - - (3,087,750)
538,814 33,826 4,040,736 4,613,376

24 Analysis of net assets between funds

25 Related party transactions

There were no disclosable related party transactions during the year (2022 - none).

page 27

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

26
Cash generated from operations
2023
€
Surplus for the year
3,303,516
Adjustments for:
Investment income recognised in statement of financial activities
(23,093)
Loss on disposal of tangible fixed assets
1,647
Fair value gains and losses on investments
(262,529)
Depreciation and impairment of tangible fixed assets
7,090
Movements in working capital:
(Increase) in debtors
(1,032,554)
(Decrease)/increase in creditors
(673,283)
Cash generated from operations
1,320,794		 2022
€
589,554
(17,531)
-
742,088
11,342
(1,066)
3,107,103
4,431,490

27 Analysis of changes in net funds

The charity had no material debt during the year.

page 28