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2025-09-30-accounts

Charity Number 1156286

HOWDEN FOUNDATION

Audited Annual Report and Accounts

For the year ended 30 September 2025

Howden Foundation – Charity Number 1156286

Financial Statements

For the year ended 30 September 2025

Contents

Trustees and Advisors .......................................................................................................................................................... 2 Trustees’ Report ................................................................................................................................................................... 3 Independent auditor’s report to the members of the Howden Foundation ........................................................................... 9 Statement of Financial Activities ....................................................................................................................................... 13 Balance Sheet ..................................................................................................................................................................... 14 Statement of Cash Flows .................................................................................................................................................... 15 Notes to the Financial Statements…………………………………………………………………………………………16

Page 1

Howden Foundation – Charity Number 1156286

Trustees and Advisors

Trustees who served during the L. Cable-Alexander period and up to the date of C. Creasey (Resigned 23 September 2025) this report were as follows: L. Dormandy

H. Goodhew

D. Howden (Chair until 9 June 2026; Resigned 9 June 2026)

A. Mandal (Resigned 16 February 2026) T. Mitchell (Vice-Chair; Appointed 18 March 2026) R. Scott

N. Stace (Appointed 18 March 2026; Appointed Chair 9 June 2026) S. Thieriet (Appointed 23 September 2025) R. Turner (Appointed 18 March 2026)

Key management personnel: Claire Harbron (CEO; Appointed 20 May 2025) Clare Ballantine (Head of Foundation to 20 May 2025; COO thereafter) Registered office: One Creechurch Place London EC3A 5AF Auditor: Forvis Mazars LLP Three Chamberlain Square Birmingham B3 3AX Bankers: RBS London City Office PO Box 412 62/63 Threadneedle Street London EC3R 8LA Lawyers: Russell Cooke Solicitors 8 Bedford Row London WC1R 4BX Charity registration number: 1156286

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Howden Foundation – Charity Number 1156286

Trustees' Report

The trustees present their report and the financial statements for Howden Foundation (the Foundation), for the year ended 30 September 2025 (the year).

The financial statements comply with current statutory requirements, the charity's Constitution, and the Statement of Recommended Practice - Accounting and Reporting by Charities: SORP applicable to charities preparing their accounts in accordance with FRS 102.

Structure, Governance and Management

Governing Document

The Foundation is a Charitable Incorporated Organisation, registered with the Charity Commission for England and Wales, and incorporated on 20 March 2014. The Foundation’s Constitution establishes the powers and objects of the charity and was last amended on the 5 December 2025.

The objects of the Foundation are, for the public benefit, to advance any charitable purpose as defined from time to time by the laws of England and Wales, in particular but not exclusively by the provision of grants, items and services to one or more of individuals in need, charities and other organisations and for charitable purposes anywhere in the world.

Related parties and relationships with other organisations

The Foundation is independent of any other body; however, it continues to be financially and operationally supported by Howden Group Holdings Limited (“Howden”), its subsidiary companies (“Howden Group Companies”) and their employees (“Howden employees”).

Howden Foundation and Howden have a Relationship Agreement in place to formalise the arrangements between the two entities. This includes the services provided to the Foundation by Howden such as office space, professional support, and information systems. This year, Howden donated staff time and support services to the Foundation with an estimated value of £216k.

The Foundation is a shareholder in Howden and maintains a revolving loan facility with a Howden Group Company to manage cash flow.

Please see the Financial Review on page 6 and note 15 for further Related Party transaction details.

Recruitment and Appointment of Trustees

The Foundation is governed by the Board of trustees (“the Board”). The Constitution supports a minimum of three trustees and a maximum of 12 trustees. The trustees are normally appointed to serve for a period of three years and are eligible for reappointment for a further two consecutive terms up to a maximum term of nine years. A trustee may only be re-appointed beyond a maximum term of nine years if the other trustees consider the circumstances to be exceptional and the re-appointment is approved by a resolution of at least 75% of the other trustees.

In selecting individuals for appointment as trustees, the Board looks for the skills, knowledge and experience needed for the effective management of a charity. The Board includes external trustees not connected to Howden to ensure a wide range of backgrounds, experiences and skills and to provide an independent quorum where necessary.

On appointment, trustees are provided with external training on their role and responsibilities and a trustee induction pack including the Constitution and other relevant documents to assist them in their role.

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Howden Foundation – Charity Number 1156286

Trustees' Report (continued)

Organisational Structure

The trustees are responsible for the management of the Foundation. All trustees give their time voluntarily and receive no benefits from the charity. No expenses were reclaimed by trustees from the charity over the year.

Throughout the year, the Board made use of informal Finance and Investment Committees which met regularly to provide additional expertise, scrutiny, and recommendations to the Board. To support the Foundation’s continued growth, the Board approved the creation of two formal committees – a Finance, Audit & Risk Committee and a Partnerships & Grants Committee – in November 2025, after the end of the reporting period. These new committees will operate with delegated authority from the Board.

The trustees delegated day‑to‑day management of the Foundation to the Head of Foundation, Clare Ballantine, until May 2025. In May 2025, the Foundation strengthened its leadership structure with the creation of a CEO role, appointing Claire Harbron to this position. At the same time, Clare Ballantine transitioned into the newly established role of COO, reflecting the expanding scale and operational needs of the Foundation.

All Foundation staff are employed by Howden Group Services Limited, the Group’s central services subsidiary company, and assigned to work for the Foundation. The Foundation reimburses Howden Group Services Limited for the remuneration of the Foundation staff. The Foundation staff remuneration is reviewed annually and set with reference to UK foundation sector benchmarks. Note 6 provides further detail on staff costs in the period.

Principal Risks and Uncertainties

The trustees have a duty to identify, understand and analyse the risks to which the Foundation is exposed and to ensure appropriate and effective controls are in place. The trustees conduct an annual detailed assessment of the major risks to which the Foundation is exposed and review this regularly through the year.

The principal risks identified during the year were as follows:

Reputation: Safeguarding the Foundation’s reputation is central to its ability to deliver meaningful impact. Reputational risk is managed through ongoing oversight of internal and external factors that may influence public perception, supported by strong governance arrangements ensuring the Foundation continues to operate with integrity and transparency.

Impact: The Foundation’s ability to drive impact is directly linked to its resource allocation decisions. Without a clearly defined and consistently applied impact strategy, resources may not be directed to the areas of greatest public benefit. To mitigate this, the Foundation delivers its grantmaking aligned to an agreed set of strategic choices. Trustees oversee the Foundation’s grantmaking decisions and receive and review regular reporting on grant progress and impact.

Investments: Adequate investment performance and stewardship are central to sustaining the Foundation’s long‑term impact. Investment risk is managed through regular monitoring of financial performance in accordance with the requirements of the Foundation’s investment policy to ensure responsible stewardship and alignment with the Foundation’s risk appetite.

Purposes and Aims

Purpose

The Foundation’s objects are, for the public benefit, to advance any charitable purpose as defined from time to time by the laws of England and Wales, in particular but not exclusively by the provision of grants, items and

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Howden Foundation – Charity Number 1156286

Trustees' Report (continued)

services to one or more of individuals in need, charities and other organisations and for charitable purposes anywhere in the world.

Public benefit

The Foundation has referred to the guidance contained in the Charity Commission’s general guidance on public benefit when reviewing its aims and objectives and in planning its future activities. In particular, the trustees consider how any future, planned activities will contribute to the aims and objectives they have set.

Strategic aims

Howden Foundation exists to create positive and lasting impact for the communities it supports. It focuses on two core themes that balance long‑term global impact with enabling Howden employees to support the causes that matter most to them.

1. Climate Adaptation: Supporting people and communities most affected by the accelerating impacts of climate change, particularly extreme heat and drought. The Foundation invests in solutions that strengthen resilience. This includes but is not limited to, support for climate‑risk assessments and early warning systems, nature‑based solutions and financial security mechanisms such as insurance and other forms of anticipatory finance.

2. People First Fund: Championing the causes and communities that matter most to Howden employees worldwide. Through the People First Fund, Howden employees can access match funding for personal donations and fundraising as well as secure support for selected charities through the annual Howden Foundation Charity Awards.

Activities and achievements

Over the course of the year, the Foundation made grants and donations amounting to £3m (2024; £1.5m). This included £2.4m across its Climate Adaptation portfolio and £542k for People First Fund activities. A selection of the Foundation’s activities and achievements are outlined here.

1. Climate Adaptation

Ashden is a climate change charity working to boost climate innovation in the UK and the Global South.

Howden Foundation is supporting Ashden to expand their work with displaced people in refugee camps in Northern Kenya and Uganda.

The programme focuses on solutions which provide communities with access to reliable, affordable, clean energy technologies that enable them to adapt to a changing climate and increase resilience to drought and extreme heat (e.g. solar irrigation, fuel efficient cooking to combat deforestation, and home cooling).

Howden Foundation has provided a grant to ClimateWorks as a founding member of the Adaptation and Resilience Fund (A&R Fund) – a pooled fund launched in 2025. The A&R Fund directs grants towards locally led, people-centred solutions that help communities build resilience and adapt to escalating climate impacts.

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Howden Foundation – Charity Number 1156286

Trustees' Report (continued)

SCBF is a Swiss public-private platform dedicated to improving the lives of low-income populations through financial inclusion.

Howden Foundation is working with SCBF to develop and scale inclusive index (e.g., weather events) and parametric insurance products focused on extreme heat and drought in the Global South. Through this partnership, the Foundation will fund the development of three new insurance products tailored to the needs of low-income households, smallholder farmers and small enterprises (MSMEs) with a focus on women and youth particularly in rural areas.

Howden Foundation is supporting SEEDS’ work to improve resilience towards extreme heat amongst New Delhi’s most vulnerable communities. The project combines AI-driven heat mapping with satellite imagery and local weather data to identify households at risk of extreme heat and then installs naturebased cooling solutions to enhance thermal comfort in these buildings.

2. People First Fund

Under the Foundation’s People First Fund, £542k was distributed during the year to support the causes and communities that matter most to Howden employees.

This included £398k in match funding (2024: £400k), remaining broadly in line with the previous year despite 2024 benefiting from a triple‑match initiative to mark the Foundation’s tenth anniversary. On a like‑for‑like basis, the 2025 figure reflects strong growth in employee‑led giving supported through match funding.

The Howden Foundation Charity Awards ran from November 2024 to January 2025. A total of £144k was awarded to 63 charities nominated and voted for by Howden employees around the world. Alzheimer’s Research UK received the top award of £30k. The remaining 62 charities received awards ranging from £1,000 to £15,000.

All People First Fund donations were administered by Benevity Inc., supported by vetting partner TechSoup and its global network of non‑profit foundations (Charitable Giving / UK Online Giving Foundation / American Online Giving Foundation / Australian Online Giving Foundation), each responsible for collecting, processing and disbursing donations on the Foundation’s behalf.

Financial Review

Income for the year totalled £1.3m (2024: £88k), including the value of donated staff time and services provided by Howden. This figure also includes a £1m restricted donation provided to support the Foundation’s Climate Adaptation portfolio. All other income received during the year was unrestricted.

Expenditure for the year was £3.9m (2024: £1.9m). This includes all grant and donations made and the costs required to run the Foundation.

The Foundation generated net investment gains of £13.8m (2024: £4.9m) through its investment portfolio. As at 30 September 2025, the Foundation’s investments were valued at £34.1m (2024: £20.4m). Liquidity was supported by continued access to a loan facility provided by a Howden Group company, secured against the Foundation’s assets and renewed until 2030.

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Howden Foundation – Charity Number 1156286

Trustees' Report (continued)

The Foundation does not undertake fundraising from the general public but receives donations from current and former Howden employees. Howden, Howden Group Companies and Howden employees also support the Foundation by pledging long-term incentive shares. While these incentive shares have a nominal value at the point of award, they represent a potentially material future contribution to the Foundation’s assets upon vesting.

Investment policy

The Board oversees the Foundation’s investment strategy in accordance with the Foundation’s investment policy including reviewing the performance of its shareholding in Howden on an ongoing basis. The Foundation adopts a long‑term investment approach. Although its funds are not intended to be held in perpetuity, the Foundation aims to maximise its investment assets over time to ensure the ongoing sustainability of its activities and maximise its impact.

The Foundation maintains a substantial single-stock holding in Howden. Given the Foundation’s long-term investment horizon this position offers strong potential for long-term capital appreciation, aligned to the Foundation’s investment objectives to maximise its assets over time. As the Foundation’s investment portfolio grows, the Foundation notes that diversification of the investment portfolio may be required in order to remain aligned with the Foundation’s overall attitude to risk. The Board will continue to assess the optimal timing and approach to diversification, in accordance with risk appetite, over the next three years.

Reserves policy

The Board has examined the requirement for unrestricted accessible cash reserves sufficient to cover a source of income not being renewed and the need to fund short term deficits in cash flow. The Foundation had resolved to establish and maintain a level of cash reserves of up to £250k to provide sufficient funds for its operational costs.

Plans for Future Periods

The Foundation will continue to focus on delivery of its strategic mission by grant making focused on climate adaptation, specifically related to extreme heat and drought, and through support to causes and communities relevant to Howden employees via the People First Fund.

As the Foundation continues to grow, it plans to further strengthen its governance model through the establishment of formalised Board sub-committees during FY26 to include a Finance, Audit and Risk Committee and Partnerships & Grants Committee.

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Howden Foundation – Charity Number 1156286

Statement of the responsibility of the Trustees

The Trustees are required to prepare financial statements for each financial year, which give a true and fair view of the state of the Foundation’s affairs and the surplus or deficit for the year.

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

The Trustees are responsible for:

In so far as the Trustees are aware:

Approved by the Board of Trustees on 9 June 2026 and signed on its behalf by:

………………………………………….

Nick Stace (Chair)

Page 8

Howden Foundation – Charity Number 1156286

Independent auditor’s report to the members of the Howden Foundation

Opinion

We have audited the financial statements of the Howden Foundation (the ‘charity’) for the year ended 30 September 2025 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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Howden Foundation – Charity Number 1156286

Independent auditor’s report to the members of the Howden Foundation (continued)

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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

In light of the knowledge and understanding of the charity and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ Report.

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:

Responsibilities of Trustees

As explained more fully in the trustees’ responsibilities statement set out on page 8, the trustees 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 charity or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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 the financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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Howden Foundation – Charity Number 1156286

Independent auditor’s report to the members of the Howden Foundation (continued)

Based on our understanding of the charity and its activities, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: the Charities Act 2011, the Charities Statement of Recommended Practice and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Charities Act 2011 and Charities Statement of Recommended Practice.

In addition, we evaluated the trustees’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of investments, and income cut off at year end.

Our audit procedures in relation to fraud included but were not limited to:

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit report

This report is made solely to the charity’s members as a body in accordance with Part 4 of the Charities (Accounts and Report) Regulations 2008. Our audit work has been undertaken so that we might state to the charity’s members 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 members as a body for our audit work, for this report, or for the opinions we have formed.

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Howden Foundation – Charity Number 1156286

Independent auditor’s report to the members of the Howden Foundation (continued)

Forvis Mazars LLP Signed: Forvis Mazars LLP (Jun 24, 2026 14:35:14 GMT+1)

Forvis Mazars LLP Chartered Accountants and Statutory Auditor First Floor Three Chamberlain Square Birmingham B3 3AX

Forvis Mazars LLP is eligible for appointment as auditor of the charity by virtue of its eligibility for appointment as auditor of a company under section 121 of the Companies Act 2006.

Page 12

Howden Foundation – Charity Number 1156286

Statement of Financial Activities (incorporating an income and expenditure account) For the year ended 30 September 2025

Note
Income from:
Donations
2
Investments
Total income
Expenditure on charitable
activities:
Grant making
3
Total expenditure
Net (expenditure)/income before
net gains on investments
Net gains on investments
Net income for the year
5
Reconciliation of funds:
Total funds brought forward
Total funds carried forward		 Unrestricted
£'000
226
58
284
3,501
3,501
(3,217)
13,760
10,543
19,838
30,381		 Restricted
£'000
1,000
-
1,000
428
428
572
-
572
-
572		 2025
£'000
1,226
58
1,284
3,929
3,929
(2,645)
13,760
11,115
19,838
30,953		 2024
£'000
66
22
88
1,854
1,854
(1,766)
4,940
3,174
16,664
19,838

All of the above results are derived from continuing activities. There were no other recognised gains or losses other than those stated above.

The notes on pages 16 to 25 form part of these accounts.

Page 13

Howden Foundation – Charity Number 1156286

Balance Sheet

As at 30 September 2025

Note
Fixed assets:
Investments
8
Current assets:
Debtors
9
Cash at bank and in hand
Liabilities:
Creditors: amounts falling due within one
year
10
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after one year
11
Total net assets
The funds of the charity:
13
Restricted income funds
Unrestricted income funds:
General funds
Total unrestricted funds
Total funds		 £'000
4
2,063
2,067
(975)
30,381		 2025
£'000
34,119
1,092
35,211
(4,258)
30,953
572
30,381
30,953		 £'000
9
969
978
(392)
19,838		 2024
£'000
20,359
586
20,945
(1,107)
19,838
-
19,838
19,838

These financial statements were approved and authorised for issue by the Trustees on 9 June 2026 and were signed on its behalf by:

…………………………………

Nick Stace (Chair)

The notes on pages 16 to 25 form part of these accounts.

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Howden Foundation – Charity Number 1156286

Statement of Cash Flows

For the year ended 30 September 2025

2025 2024
£'000 £'000
£'000		 £'000
Cash flows from operating activities
Net income for the reporting period 11,115 3,174
(as per the statement of financial activities)
Gains on investments (13,760) (4,940)
Investment income recognised in the statement of
financial activities (58) (22)
Decrease/(increase) in debtors 5 (8)
Increase in creditors 583 272
Net cash used in operating activities (2,115) (1,524)
Cash flows from investing activities:
Investment income recognised in the statement of
financial activities 58 22
Proceeds from sale of investments - 1,848
Net cash provided by investing activities 58 1,870
Cash flows from financing activities:
Increase in/(repayments of) borrowing 3,151 (73)
Net cash provided by/(used in) financing activities 3,151 (73)
Change in cash and cash equivalents in the year 1,094 273
Cash and cash equivalents at the beginning of the year 969 696
Cash and cash equivalents at the end of the year 2,063 969
Analysis of cash and cash equivalents and of net debt
At 1 Oct
Cash
Other non-		 At 30 Sept
2024
flows		 cash 2025
changes
£'000
£'000		 £'000 £'000
Cash at bank and in hand 969
1,094		 - 2,063
Loans falling due after more than one year (1,107) (3,000) (151) (4,258)
Total cash and cash
equivalents (138) (1,906) (151) (2,195)

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Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

1 Accounting Policies

a) Statutory information

Howden Foundation is a Charitable Incorporated Organisation registered with the Charity Commission for England and Wales.

The registered office address and principal place of business is One Creechurch Place, London, EC3A 5AF.

b) Basis of preparation

The accounts have been prepared in accordance with the Charities Act 2011 and in accordance with 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) - (Charities SORP FRS 102).

Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy or note.

In applying the financial reporting framework, the trustees have made a number of subjective judgements, for example in respect of significant accounting estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The nature of the estimation means the actual outcomes could differ from those estimates. Any significant estimates and judgements affecting these financial statements are detailed within the relevant accounting policy below.

c) Public benefit entity

The Foundation meets the definition of a public benefit entity under FRS 102.

d) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

The carrying amount of unlisted investments on 30 September 2025 was £34.1m (last year: £20.4m).

The value of the investments is based on the adopted share price of Howden. The share price adopted is based on a report prepared for Howden by an external third party, which values the shares on the basis of precedent transactions, public company valuations, leverage buyout valuation and discounted cash flow. The adopted share price has also been used for a number of recent transactions, including shares issued in relation to acquisitions. Some of the shares held have a hurdle price, which needs to be achieved for the shares to have value, as set out in the legal documents governing those shares.

e) Going concern

The trustees consider that there are no material uncertainties about the Foundation's ability to continue as a going concern.

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Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

1 Accounting Policies (continued)

f) Income

Income is recognised when the Foundation has entitlement to the funds, any performance conditions attached to the income have been met, it is probable that the income will be received and that the amount can be measured reliably.

g) Donations of gifts, services and facilities

Donated professional services and donated facilities are recognised as income when the Foundation has control over the item or received the service, any conditions associated with the donation have been met, the receipt of economic benefit from the use by the Foundation of the item is probable and that economic benefit can be measured reliably. In accordance with the Charities SORP (FRS 102), volunteer time is not recognised so refer to the trustees’ annual report for more information about their contribution.

On receipt, donated gifts, professional services and donated facilities are recognised on the basis of the value of the gift to the Foundation which is the amount the Foundation would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market; a corresponding amount is then recognised in expenditure in the period of receipt.

h) Interest receivable

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Foundation; this is normally upon notification of the interest paid or payable by the bank.

i) Fund accounting

Unrestricted funds are donations and other incoming resources received or generated for the charitable purposes.

Restricted funds are to be used for specific purposes as laid down by the donor. Expenditure which meets these criteria is charged to the fund.

j) Expenditure and irrecoverable VAT

Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Expenditure is classified under the following activity headings:

Irrecoverable VAT is charged as a cost against the activity for which the expenditure was incurred.

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Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

1 Accounting Policies (continued)

k) Grants payable

Grants payable are made to third parties in furtherance of the Foundation's charitable purposes. Single or multi-year grants are accounted for when either the recipient has a reasonable expectation that they will receive a grant and the trustees have agreed to pay the grant without condition, or the recipient has a reasonable expectation that they will receive a grant and that any condition attaching to the grant is outside of the control of the Foundation.

Provisions for grants are made when the intention to make a grant has been communicated to the recipient but there is uncertainty about either the timing of the grant or the amount of grant payable.

l) Debtors

Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

m) Creditors and provisions

Creditors and provisions are recognised where the Foundation has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

2 Income from donations

Individual donations
Corporate donations
Donated services and facilities		 Restricted
£'000
1,000
-
-
1,000		 Unrestricted
£'000
-
10
216
226		 2025
£'000
1,000
10
216
1,226		 2024
£'000
1
13
52
66

All income from donations in 2024 is unrestricted

Page 18

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

3a Analysis of expenditure on charitable activities (current year)

Grants and donations (note 4)
Staff costs (note 6)
Other operating costs
Audit fee
Loan interest
Total expenditure 2025
Total expenditure 2024		 Grant making
Governance
costs
Support
costs
£'000
£'000
-
-
-
201
39
278
20
-
-
151
59
630
20
235		 2025
Total
£'000
3,022
357
379
20
151
3,929		 2024
Total
(Restated)
£'000
1,537
135
113
20
49
Direct
costs
£'000
3,022
156
62
-
-
3,240
1,854
1,599

3b Analysis of expenditure on charitable activities (prior year)

Grants and donations (note 4)
Staff costs (note 6)
Other operating costs
Audit fee
Loan interest		 Grant making
Governance
costs
Support
costs
(Restated)

£'000
£'000
-
-
-
77
-
109
20
-
-
49
20
235		 2024
Total
(Restated)
£'000
1,537
135
113
20
49
Direct
costs
(Restated)
£'000
1,537
58
4
-
-
1,599
1,854

Othe operating costs have been restated to disclose staff costs recharged by Howden Group Services Limited (see note 16 for more details).

Page 19

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

4 Grants and donations

Charitable Giving
Global Resilience Partnership (Climate Resilience for All)
Swiss Capacity Building Facility
RedR UK
Start Network
Environmental Change Institute (University of Oxford)
Humanity Insured
Groundswell International
Ashden Climate Solutions
ClimateWorks Foundation
Humanitarian OpenStreetMap Team (HOT)
Sustainable Environment and Economic Development Society (SEEDS)
Tanzania Alliance for Biodiversity (TABIO)
UK Online Giving Foundation
Talanoa Institute
Netherlands Red Cross
American Online Giving Foundation
The Nature Conservancy
Cruz Roja Espanola
VOW for Girls
Australian Online Giving Foundation
Sand Dams Worldwide
PELUM Zimbabwe
Seven Clean Seas
UK Friends of the Mustique Charitable Trust
International Federation of the Red Cross
5
Net income for the year
This is stated after charging / (crediting):
Interest payable
Auditor's remuneration (excluding VAT) - Audit
Current year
Prior year overaccrual
Foreign exchange gains or losses		 2025
£'000
427
250
250
249
206
204
200
195
185
185
183
110
78
74
70
50
33
30
25
10
8
-
-
-
-
-
3,022
2025
£'000
151
17
-
(6)		 2024
£'000
332
250
-
123
201
196
-
-
-
-
-
-
-
31
-
-
21
30
-
-
17
165
107
50
10
4
1,537
2024
£'000
49
17
(1)
-

Page 20

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

Staff costs were as follows:

Salaries and wages
Social security costs
Employer’s contribution to defined contribution pension schemes
Other forms of employee benefits		 2025
2024
(Restated)
£
£
293
113
38
10
19
9
7
3
357
135		 2025
2024
(Restated)
£
£
293
113
38
10
19
9
7
3
357
135
135

The following number of employees received employee benefits (excluding pension contributions and employer National Insurance) during the year between:

2025 2024
(Restated)
No. No.
£60,000 - £69,999 - -
£70,000 - £79,999 - -
£80,000 - £89,999 - 1
£90,000 - £99,999 1 -
£100,000 - £109,999 1 -

The total employee benefits (including pension contributions and employer National Insurance) of the key management personnel were £237k (2024: £99k restated).

The average number of employees (headcount based on number of staff employed) during the year was 3.6 (2024: 1.5 restated).

None of the trustees have been paid any remuneration or incurred any expenses in the year (2024: none).

7 Taxation

As a charity, the Foundation is exempt from tax on income and gains falling within s505 of the Taxes Act 1988 or s256 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects. No charges have arisen in the Foundation in the period.

8 Investments

All fixed asset investments at 1 October 2024 and at 30 September 2025 were unlisted share investments in Howden Group Holdings. These investments are held at fair value in accordance with the accounting policy as detailed in Note 1 on page 16 and their historic cost on acquisition was £18m (2024: £10m).

Page 21

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

Market value:
At 1 October 2024
Additions at cost
Disposal proceeds
Net gain on change in fair value
At 30 September 2025		 2025
£'000
20,359
7,800
(7,800)
13,760

34,119		 2024
£'000
17,267
-
(1,848)
4,940
20,359

The additions at cost represents the value of A shares received as a result of the vesting of certain D and E shares. The value is calculated based on the terms and conditions attached to each share type.

9
Debtors
Prepayments
10
Creditors: amount falling due within one year

Trade creditors
Grants payable
Amounts due to Howden Group Services Limited (see note 15)
Accruals
11
Creditors: amounts falling due after one year
Loan due to HIG Finance 2 Limited		 2025
£'000
4
4
2025
£'000
30
575
323
47
975
2025
£'000
4,258
4,258		 2024
£'000
9
9
2024
£'000
6
272
52
62
392
2024
£'000
1,107
1,107

Page 22

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements For the year ended 30 September 2025

The loan relates to a revolving loan facility agreed in July 2020 with HIG Finance 2 Limited, a Howden Group company. The agreement was extended on 29 May 2025 for a further five years to 7 July 2030. The total principal amount must not exceed £7.5m and must be repaid on or before the fifth-year anniversary of the date of the extension. The interest rate is equal to the weighted average cost of group debt plus a margin, to be reviewed at least annually. The loan is secured by a fixed charge on the shares held in Howden. As at 30 September 2025, the loan advance was £4.1m (2024: £1.1m) and accrued interest was £158.3k (2024: £7.4k). Interest incurred in the period amounted to £151k (2024: £49.5k).

12. Analysis of net assets between funds (current year)

Investments
Net current assets
Creditors: amounts falling due after one year		 Restricted
£'000
-
572
-
572		 General
unrestricted
£'000
34,119
520
(4,258)
30,381		 Total
funds
£'000
34,119
1,092
(4,258)
30,953

Analysis of net assets between funds (prior year)

Analysis of net assets between funds (prior year)
Investments
Net current assets
Creditors: amounts falling due after one year		 General
unrestricted
£'000
20,359
586
(1,107)
19,838		 Total
funds
£'000
20,359
586
(1,107)
19,838

13a Movements in funds (current year)

Restricted funds:
Climate Adaptation &
Resilience Fund
Total restricted funds
General funds
Total funds		 At 1
Oct 2024
£'000
-
-
19,838
19,838		 Income &
gains
Expenditure
& losses
£'000
£'000
1,000
(428)
1,000
(428)
14,044
(3,501)
15,044
(3,929)		 At 30 Sept
2025
£'000
572
572
30,381
30,953

Page 23

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

13b Movements in funds (prior year)

Movements in funds (prior year)
General funds
Total funds		 At 1 Oct
2023
£'000
16,664
16,664		 Income &
gains
£'000
5,028
5,028		 Expenditure
& losses
£'000
(1,854)
(1,854)		 At 30
Sept 2024
£'000
19,838
19,838

Purpose of restricted funds

Climate Adaptation & Resilience Fund

The fund is to be used to support climate adaptation and resilience initiatives.

14 Financial commitments, guarantees and contingent liabilities

Grants totalling £2.1m (2024: £765k) have been approved and will be paid in future years subject to review of the conditions attached to these grants. This amount has not been provided for in the financial statements. If the conditions of the grants are met the liabilities will be settled in the currency applicable.

Contingent liabilities denominated in USD have been translated into GBP at the closing rate of 1.33 USD/GBP as at 30 September 2025. The actual settlement amounts may differ due to subsequent fluctuations in exchange rates.

Should the grants be awarded at the date of review, the £2.1m will be payable in the following financial years:

2026
2027		 £'000
1,501
625
2,126

Page 24

Howden Foundation – Charity Number 1156286

Notes to the Financial Statements

For the year ended 30 September 2025

15 Related party transactions

The Foundation is independent of any other body however it is primarily funded by Howden Group Companies and their employees. The Foundation had the following transactions with Howden Group Companies over the course of the year.

Description of the transaction 2025 2024
£'000 £'000
HIG Finance 2 Limited Loan drawdown 3,000 1,050
HIG Finance 2 Limited Loan repayment - (1,100)
HIG Finance 2 Limited Interest accrued 151 49
HIG Finance 2 Limited Interest repayment - (72)
Howden Group Services Limited Donated services 216 52
Howden Group Services Limited Administrative expenses 391 134
Howden Group Holdings Limited Vested shares 7,800 3,313
Howden Insurance Brokers Limited Insurance 2 1

During the year, five (5) trustees were affiliated with Howden Group Companies (2024: 7).

There are no donations from related parties which are outside the normal course of business and no restricted donations from related parties. The amount due to Howden Group Services as at 30 September 2025 was £323k (2024: £52k) – see note 10.

16 Prior year restatement

It was identified that staff seconded to the Foundation from Howden Group Services Limited had, in previous years, been included within support costs rather than presented separately as staff costs.

This has been corrected by introducing a separate line for staff costs within notes 3a and 3b, with £135k being moved from overheads, together with a new staff costs disclosure (note 6).

The restatement has no impact on the Statement of Financial Activities or on net assets as at 30 September 2024 or 1 October 2023.

Page 25