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2024-12-31-accounts

Charity registration number 1146130 (England and Wales)

Company registration number 7574245

BIOGUINEA FOUNDATION

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

BIOGUINEA FOUNDATION

LEGAL AND ADMINISTRATIVE INFORMATION

Trustees Ibrahima Thiam
Miles Geldard
Camila Monteiro
Charlotte Karibuhoye
Helena Embalo (Appointed 10 December
2024)
Justino Biai (Appointed 10 December
2024)
Jaderio Fonseca (Appointed 10 December
2024)
Rhys Petheram (Appointed 10 December
2024)
Charity number 1146130
Company number 7574245
Registered office Office 605, Albert House
256 - 260 Old Street
London EC1V 9DD
Head Office in Guinea Bissau BioGuinea Foundation, IBAP Building
Avenida Dom Settimio Arturo Ferrazzetta, Bissau
Guinea Bissau
Secretary Sedulo London
Office 605, Albert House
256 - 260 Old Street
EC1V 9DD
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
Trustees' report 1 - 7
Statement of trustees' responsibilities 8
Independent auditor's report 9 - 11
Statement of financial activities 12 - 13
Balance sheet 14
Statement of cash flows 15
Notes to the financial statements 16 - 27

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT)

FOR THE YEAR ENDED 31 DECEMBER 2024

The Board of Trustees is pleased to present this progress report for the 2024 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 2024 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 BioGuinea Foundation’s Board of Trustees comprises eight volunteer members, four of whom were appointed in 2024.

In 2024, Board of Trustees managed to hold an in-person in March and, as in the previous year, a virtual meeting in December. The General Assembly and Investment Committee me meetings were held virtually. The Donors Circle meeting was rescheduled to 2025 due to agenda constraints.

- 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 1

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

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 close follow up of WACA project evolution, combined with the mitigation measures established based on past experience, has helped ensure that the risks are adequately managed, minimizing any significant negative impact on FBG’s operations.

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.

page 2

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

PROGRESS AND ACHIEVEMENTS

Activities progress and performance

For 2024, 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 2024, the Foundation achieved the following:

page 3

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

Project funds

FFEM Project closure: As part of FFEM’s support to the REDD+ initiatives led by FBG and IBAP, a capitalization of project results was conducted to highlight key achievements and lessons learned. An international consultant recruited by FFEM carried out this work in collaboration with stakeholders in Guinea-Bissau, including FBG, and the final report is expected in 2024. In addition, the remaining project funds were used to support an independent audit covering the years 2022 and 2023. A non-objection was requested and obtained to allow IBAP to reallocate part of the balance from the 2023 grant. As a result, the project’s closing date was extended to the end of 2025, to be preceded by a final external evaluation.

Project Funds as introduced in the Fundraising activities:

Adapting organizational functioning and governance

page 4

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

With the leadership transition from ES1 to ES2 was successfully concluded in August with the end of the technical assistance and operational continuity ensure, the. Until the end of his term, there were monthly meetings between the Executive Secretary and the Chair of the Board, Paul Siegel. At the Executive Secretariat level, a further transition took place with the recruitment of Sanussi Daramé as the new Finance and Administrative Officer, following the retirement of Mamadu Sané. To ensure a proper transfer of knowledge and responsibilities, Mamadu will continue to assist the Foundation until July 2025.

The Board is now functioning with 8 Trustees.

Financial review

During the 2024 financial year, FBG transferred €1,086,801 to its endowment account. This amount corresponds to IBAP's contribution to FBG’s endowment fund, which had until now been held in the account containing proceeds from the sale of REDD+ products.

The Foundation received €200,000 from the Hans Wilsdorf Foundation as the first instalment representing 50% of the funds under the Grant Agreement for the project “Strengthening the Operational Capacity of the Guinea-Bissau Conservation Trust Fund.”

Through direct payments, FBG also benefited from a total equivalent of €160,387 under the West Africa Coastal Areas Resilience Investment Project 2 (WACA ResIP 2), financed by the World Bank. In addition, the Foundation received €66,040 under 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 Blue Bijagós project, financed by the Blue Action Fund.

As of the end of December 2024, total assets less current liabilities — including REDD+ revenues whose distribution is pending the signing of the benefit-sharing agreement — stood at €8,526,296.

During the year, wage and salary expenses increased, mainly due to severance payments to the outgoing Finance and Administrative Officer upon his retirement in July, as well as the recruitment of a new staff. Overall, other main cost items remained in line with the trends observed in the previous year.

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.

Investment/asset management performance:

General: 2024 was another strong year for invested assets. Global equity markets posted robust gains, supported by easing inflationary pressures and a shift by many central banks toward interest rate cuts. The S&P 500 rose 25%, driven in part by continued strength in the US economy and job market, while the Shanghai Composite gained 13%, ending a two-year decline. Gains in US equities remained concentrated in a handful of large technology companies, but towards year-end, advances began to broaden as rate cut expectations lifted sentiment.

European equities also posted positive returns, though they lagged the US due to slower growth, while emerging markets underperformed overall, largely because of persistent weakness in some markets property sector and subdued consumer confidence. Some Asian markets, however, recorded notable gains.

Bond markets were volatile, with US Treasury yields reaching 16-year highs in October before falling sharply as inflation eased and markets anticipated policy easing in 2025. Gold proved to be one of the standout assets of the year, delivering a 27% gain in USD terms and reinforcing its role as a safe-haven investment.

In this environment, the portfolio’s growth was driven primarily by strong equity positions—particularly in Japan and global small caps—and exceptional performance from gold holdings. Fixed-income results were mixed, with shorter-duration bonds faring better amid interest rate uncertainty.

page 5

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

Portfolio: For the full year 2024, the investment portfolio returned +7.72%, increasing in value from EUR 6,763,103 to EUR 8,132,206. This solid performance exceeded the long-term target of EU CPI + 4%, with the majority of gains coming in the second half of the year, supported by strong equity markets and a sharp rise in gold prices.

Equities were the main driver of returns, particularly allocations to Japanese and global small-cap funds, as well as selected Asian equities. Gold delivered exceptional performance, appreciating over 70% and reinforcing its role as a portfolio hedge. Fixed-income investments produced mixed results, with shorter-duration bonds performing relatively well, while some green and sustainable bond holdings detracted from performance.

Underperformers included a small number of individual securities, most notably the Baillie Gifford Shin Nippon trust, which fell sharply but remains a small holding. The Investment Committee decided to retain it, viewing its significant discount to net asset value as a potential source of future gains.

As of December 31, 2024, the portfolio’s allocation was 40.9% equities, 20.4% fixed income, 35.4% cash and money market holdings, and 3.3% precious metals. The higher cash allocation reflects a cautious stance amid elevated valuations, policy uncertainty in the US, and fiscal risks in global bond markets. This positioning provides stability while maintaining flexibility to seize opportunities in high-growth markets, particularly in Asia, and in sustainable investments aligned with the Foundation’s mandate.

Outlook: For 2025, we expect a moderation in US growth, while Europe is likely to remain subdued amid manufacturing weakness and political uncertainty. China’s recovery should continue, but GDP growth is projected to stay moderate despite further stimulus measures. A key theme will be the ongoing decline in inflation, opening the door for policy rate cuts after an extended period of tight monetary policy. However, easing price pressures may also limit companies’ ability to preserve margins, particularly in more vulnerable sectors. Emerging markets could benefit from stronger domestic growth and a weaker US dollar, while gold remains an important hedge in a more uncertain global environment.

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. This caution was translated on the decision to still hold some liquidity on the Foundation portfolio.

Plans for future periods

In 2025, the Foundation will concentrate on consolidating ongoing programs while accelerating the implementation of newly launched initiatives. Priority will be given to advancing the REDD+ activities under the WACA co-funding, ensuring that loss report is concluded and benefit-sharing mechanisms are operational and that local communities are supported in ways that reduce deforestation pressures. The WACA Project will see the adoption and execution of its first full-year work plan and budget in alignment with World Bank requirements.

The Foundation will also fast-track implementation of the Blue Bijagós Project small grant program and will aim to award the first grants under this project, moving from grant launch to effective community-level interventions. Completion of the FFEM project will be a focus, with the organization of its final audit and an external evaluation to capture lessons learned from this long-standing project.

On the fundraising side, the Foundation will pursue ongoing negotiations with Oceans 5 that should be conclude with the signature of the funding agreement and explore new endowment opportunities under the EU–Government fisheries agreement and with Hans Wilsdorf Foundation. Capacity strengthening will include staff recruitment and training, targeted consultancies, and specialized training particularly in environmental and social safeguards, financial management, and monitoring frameworks. The adoption and operationalization of updated tools such as the Administrative and Financial Operations Manual will also be prioritized.

Governance efforts will continue with the integration of recently appointed Trustees and active engagement of the Board in strategic oversight. Additionally, the Foundation aims to finalize its multi-annual strategic plan with the support of an international consultant, providing a clear roadmap for medium-term growth and impact.

page 6

BIOGUINEA FOUNDATION

TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024

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.

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

.............................. Ibrahima Thiam Trustee 22/09/2025 Date: .............................................

page 7

BIOGUINEA FOUNDATION

STATEMENT OF TRUSTEES' RESPONSIBILITIES

FOR THE YEAR ENDED 31 DECEMBER 2024

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 8

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 2024 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 requires us to report to you if, in our opinion:

page 9

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 €8.13m 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.

page 10

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, Statutory Auditor Chartered Accountants Ground Floor 1 - 7 Station Road Crawley West Sussex RH10 1HT Date: .........................23/09/2025

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 11

BIOGUINEA FOUNDATION

STATEMENT OF FINANCIAL ACTIVITIES

FOR THE YEAR ENDED 31 DECEMBER 2024

Current financial year
Unrestricted
Restricted
Endowment
funds
funds
funds
2024
2024
2024
Notes
€
€
€
Income from:
Donations and legacies
3
-
-
-
Charitable activities
4
200,000
281,816
-
Investments
5
24,561
-
-
Total income and endowments
224,561
281,816
-
Expenditure on:
Charitable activities
6
271,777
103,926
-
Other expenditure
12
-
-
-
Total expenditure
271,777
103,926
-
Net gains/(losses) on
investments
13
-
-
478,730
Net income/(expenditure) and
movement in funds
(47,216)
177,890
478,730
Reconciliation of funds:
Fund balances at 1 January 2024
397,045
216,582
7,303,265
Fund balances at 31 December 2024
349,829
394,472
7,781,995		 Total
2024
€
-
481,816
24,561
506,377
375,703
-
375,703
478,730
609,404
7,916,892
8,526,296		 Total
2023
€
3,260,065
263,613
23,093
3,546,771
504,137
1,647
505,784
262,529
3,303,516
4,613,376
7,916,892

page 12

BIOGUINEA FOUNDATION

STATEMENT OF FINANCIAL ACTIVITIES (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Prior financial year
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:
Charitable activities
6
471,008
33,129
-
Other expenditure
12
1,647
-
-
Total expenditure
472,655
33,129
-
Net gains/(losses) on investments
13
-
-
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
2023
€
3,260,065
263,613
23,093
3,546,771
504,137
1,647
505,784
262,529
3,303,516
4,613,376
7,916,892

page 13

BIOGUINEA FOUNDATION

BALANCE SHEET

AS AT 31 DECEMBER 2024

Notes
Fixed assets
Tangible assets
15
Investments
16
Current assets
Debtors
17
Cash at bank and in hand
Creditors: amounts falling due within one
year
18
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more
than one year
19
Net assets
The funds of the charity
Endowment funds
20
Restricted income funds
21
Unrestricted funds
22		 2024
€
1,586
1,890,902
1,892,488
(33,257)		 €
109,701
8,132,260
8,241,961
1,859,231
10,101,192
(1,574,896)
8,526,296
7,781,995
394,472
349,829
8,526,296		 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
7,303,265
216,582
397,045
7,916,892

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 2024.

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.

22/09/2025

The financial statements were approved by the trustees on .........................

.............................. Ibrahima Thiam Trustee

Company registration number 7574245 (England and Wales)

page 14

BIOGUINEA FOUNDATION

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

2024
Notes
€
Cash flows from operating activities
Cash generated from operations
25
Investing activities
Purchase of tangible fixed assets
(102,116)
Purchase of investments
(1,086,801)
Proceeds from disposal of investments
195,652
Investment income received
24,561
Net cash used in investing activities
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 2023
€
€
€
297,318
1,312,089
(1,220)
(3,012,338)
343,677
23,093
(968,704)
(2,646,788)
-
-
(671,386)
(1,334,699)
2,562,288
3,896,987
1,890,902
2,562,288

page 15

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

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 16

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 17

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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
2024
2024
€
€
Donations and gifts
-
-
Other grants
-
-
-
-		 Total
Unrestricted
Endowment
funds
funds
2024
2023
2023
€
€
€
-
260,065
-
-
-
3,000,000
-
260,065
3,000,000		 Total
2023
€
260,065
3,000,000
3,260,065

page 18

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

4 Income from charitable activities

Unrestricted Unrestricted
funds funds
2024 2023
€ €
Performance related grants 481,816 263,613
Analysis by fund
Unrestricted funds 200,000 47,728
Restricted funds 281,816 215,885
481,816 263,613
5 Income from investments
Unrestricted Unrestricted
funds funds
2024 2023
€ €
Other income 24,561 23,093

page 19

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

6 Expenditure on charitable activities

Direct costs -
Consultants
Direct costs -
Other
2024
2024
€
€
Direct costs
Staff costs
121,993
-
Travels, ateliers & meetings
-
36,755
Internal consultants
4,476
-
Annual membership
contribution - CAFE
-
2,283
126,469
39,038
Grant funding of activities
(see note 7)
-
119,991
Share of support and governance costs (see note 8)
Support
36,627
-
Governance
53,578
-
216,674
159,029
Analysis by fund
Unrestricted funds
151,434
120,343
Restricted funds
65,240
38,686
216,674
159,029		 Total
Direct costs -
Consultants
Direct costs -
Other
2024
2023
2023
€
€
€
121,993
65,047
-
36,755
-
7,153
4,476
62,981
-
2,283
-
2,361
165,507
128,028
9,514
119,991
-
320,000
36,627
13,840
-
53,578
32,755
-
375,703
174,623
329,514
271,777
141,494
329,514
103,926
33,129
-
375,703
174,623
329,514		 Total
2023
€
65,047
7,153
62,981
2,361
137,542
320,000
13,840
32,755
504,137
471,008
33,129
504,137

7 Grants payable

Grants to institutions: IBAP

Direct costs - Direct costs -
Other Other
2024 2023
€ €
119,991 320,000

page 20

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

8 Support costs allocated to activities

Direct costs -
Consultants
2024
€
Depreciation
7,927
Services
9,118
Communication
2,403
Ads & insertions
3,442
Office consumables
281
Fuels and lubricants
2,491
Foreign exchange movements
2,499
Miscellaneous
460
Rental
6,289
Electricity
1,717
Governance
53,578
90,205
2024
Governance costs comprise:
€
External consultants
32,213
Audit fees
15,633
Bank charges
598
Tax and fees
5,134
53,578
9
Net movement in funds
2024
€
The net movement in funds is stated after charging/(crediting):
Fees payable for the audit of the charity's financial statements
-
Depreciation of owned tangible fixed assets
7,927
Loss on disposal of tangible fixed assets
-		 Total
2023
€
7,090
1,819
1,048
610
188
1,648
160
210
915
152
32,755
46,595
2023
€
12,758
14,059
2,252
3,686
32,755
2023
€
-
7,090
1,647

10 Trustees

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

page 21

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

11 Employees and key management personnel

The average monthly number of employees during the year was:

2024 2023
Number Number
4 3
Employment costs 2024 2023
€ €
Wages and salaries 108,952 55,123
Social security costs 13,041 9,924
121,993 65,047

The total benefits of the key management personnel of the charity were €91,336 (2023: €91,446). 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.

12 Other expenditure

Unrestricted Unrestricted
funds funds
2024 2023
€ €
Net loss on disposal of tangible fixed assets - 1,647
13 Gains and losses on investments
Endowment Endowment
funds funds
2024 2023
Gains/(losses) arising on: € €
Revaluation of investments 478,730 262,529

14 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 22

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

15 Tangible fixed assets
Fixtures and
fittings
€
Cost
At 1 January 2024 94,672
Additions 102,116
At 31 December 2024 196,788
Depreciation and impairment
At 1 January 2024 79,160
Depreciation charged in the year 7,927
At 31 December 2024 87,087
Carrying amount
At 31 December 2024 109,701
At 31 December 2023 15,512

page 23

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

16 Fixed asset investments

Listed
investments
€
Cost or valuation
At 1 January 2024 6,764,949
Additions 1,086,801
Valuation changes 451,601
Income 24,561
Disposals (195,652)
At 31 December 2024 8,132,260
Carrying amount
At 31 December 2024 8,132,260
At 31 December 2023 6,764,949

The historical cost of investments was €7,730,409 (2023: €6,804,419).

17
Debtors
Amounts falling due within one year:
Other debtors
Prepayments and accrued income		 2024
€
-
1,586
1,586		 2023
€
1,032,001
1,619
1,033,620

In the previous year the foundation was expecting an endowed grant of €1,032,001 from IBAP. This amount was received in the year.

18 Creditors: amounts falling due within one year

Trade creditors
Other creditors
Accruals and deferred income		 2024
€
13,716
-
19,541
33,257		 2023
€
9,418
2,195
16,871
28,484

page 24

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

19 Creditors: amounts falling due after more than one year

Creditors: amounts falling due after more than one year
2024 2023
€ €
Other creditors 1,574,896 2,430,993

Other creditors includes €1,574,896 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.

20 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
2024
€
Permanent endowments
Investment portfolio
7,303,265
Previous year:
At 1 January
2023
€
Permanent endowments
Investment portfolio
4,040,736		 Incoming
resources
Gains and
losses
At 31 December
2024
€
€
€
-
478,730
7,781,995
Incoming
resources
Gains and
losses
At 31 December
2023
€
€
€
3,000,000
262,529
7,303,265

21 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
2024
€
Biodiversity in Guinea-Bissau
216,582
Previous year:
At 1 January
2023
€
Biodiversity in Guinea-Bissau
33,826		 Incoming
resources
Resources
expended
At 31 December
2024
€
€
€
281,816
(103,926)
394,472
Incoming
resources
Resources
expended
At 31 December
2023
€
€
€
215,885
(33,129)
216,582

page 25

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

22 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
2024 resources expended 2024
€ € € €
General funds 397,045 224,561 (271,777) 349,829
Previous year: At 1 January Incoming Resources
At 31 December
2023 resources expended 2023
€ € € €
General funds 538,814 330,886 (472,655) 397,045
Analysis of net assets between funds
Unrestricted Restricted Endowment Total
funds funds funds
2024 2024 2024 2024
€ € € €
At 31 December 2024:
Tangible assets 109,701 - - 109,701
Investments - - 8,132,260 8,132,260
Current assets/(liabilities) 1,815,024 394,472 (350,265) 1,859,231
Long term liabilities (1,574,896) - - (1,574,896)
349,829 394,472 7,781,995 8,526,296
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

23 Analysis of net assets between funds

24 Related party transactions

There were no disclosable related party transactions during the year (2023 - none).

page 26

BIOGUINEA FOUNDATION

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

25
Cash generated from operations
Surplus for the year
Adjustments for:
Investment income recognised in statement of financial activities
Foreign exchange differences
(Gain)/loss on disposal of tangible fixed assets
Fair value gains and losses on investments
Depreciation and impairment of tangible fixed assets
Movements in working capital:
Decrease/(increase) in debtors
(Decrease) in creditors
Cash generated from operations		 2024
2023
€
€
609,404
3,303,516
(24,561)
(23,093)
2,568
-
-
1,647
(478,730)
(262,529)
7,927
7,090
1,032,034
(1,032,554)
(851,324)
(673,283)
297,318
1,320,794

26 Analysis of changes in net funds

The charity had no material debt during the year.

page 27