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2022-03-31-accounts

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

Charity Registration No. 1163028

MLINDA FOUNDATION CIO

ANNUAL TRUSTEES AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

LEGAL AND ADMINISTRATIVE INFORMATION

_______________ Trustees Sally Chandler Richard Azarnia Liesl Maria Patricia Eisenbeiss Andrew Giles Pedder Davies Sirv Mahesh Chibber Sachitt Chandaria appointed 9[th] December 2021 Charity registration number 1163028 Principal address Devonshire House 1 Devonshire Street London W1W 5DR Auditor Citroen Wells Devonshire House 1 Devonshire Street London W1W 5DR Bankers Marcard, Stein & Co AG Ballindamm 36 20095 Hamburg Germany

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

CONTENTS

____________ ____________
Page
Trustees
Report		 1 - 8
Independent Auditor
s Report		 9 - 11
Consolidated Statement of Financial Activities 12
Balance Sheets 13 - 14
Notes to the Financial Statements 15 - 26

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

_______________

The Trustees present their report and financial statements ) for the year ended 31 March 2022.

The financial statements have been prepared in accordance with the accounting policies set out in note 1 to the financial statements and comply with the F tement 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) (

The Trustees who served during the year were:

Sally Chandler Richard Azarnia Liesl Maria Patricia Eisenbeiss Andrew Giles Pedder Davies Sirv Mahesh Chhibber Sachitt Chandaria (appointed 9 December 2021)

WHY WE ARE HERE

More than 734 million people still live in extreme poverty today, struggling to fulfil the most basic needs like health, education, and access to water and sanitation.

Over the course of the last generation, economic growth has helped more than a billion people leave the most destitute living conditions behind. But while consumption and production drive the global economy and lift people everything we care about: well-being, security, culture, landscape, and financial stability.

Mlinda works in developing countries to create economic growth while reducing the threat of wasteful production and consumption. We build market-based solutions that are self-sustaining, replicable, and scalable.

In the year under review, Mlinda continued to focus on achieving these objectives through its rural electrification programme implemented in the state of Jharkhand in India.

OBJECTIVES & ACTIVITIES

conservation, protection and improvement of the physical and natural environment. In particular the Foundation aims to educate the public about climate change and depletion of natural resources, to encourage organisations to undertake systemic change in their production processes and to transform individual behaviour and modes of consumption. The focus to date has been on the investment into research and development of a scalable and replicable model of rural electrification using renewable energy in rural India.

Mlinda aims to raise income to support its objects as the Trustees see fit. The Foundation receives grants from other institutions with a view to donating monies received to Mlinda Charitable Trust and investing in Mlinda Sustainable Environment Private Limited, both of which are based in India to deliver the rural electrification programme.

the guidance is relevant. During the year under review, the Trustees consider the Foundation met the public benefit requirement through the expansion of its rural electrification programme in the state of Jharkhand, India. The supply of clean electricity is a catalyst to drive sustainable economic and social benefits. We create long-term improvement in the lives of communities by providing the reliable energy, finance and expertise upon which to build a financially and environmentally sustainable economy.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

REPORT FOR THE YEAR ENDED 31 MARCH 2022

_______________

ACHIEVEMENTS AND PERFORMANCE

unprecedented progress towards universal electricity provision. However, this hides many challenges to access quality and reliable energy for the most marginalised. Most significantly, the national grid is not reliable or appropriate enough for running a business, especially with the type of large machinery that could create employment and meaningfully increase incomes.

livelihoods, while also reducing CO2 emissions. The rural communities in Jharkhand have average annual household incomes equivalent to less than 700 Euros.

-wide mini-grids provide metered energy which is paid for by households. We offer business advisory support to help villagers to develop their agribusinesses and train local villagers to repair and maintain their energy service network.

Renewable energy activities began in 2011 with small solar rooftop systems shared between families in the mangrove areas of the Sunderbans of southern West Bengal. In 2013, Mlinda expanded to northern areas of West Bengal, later moving into Jharkhand in 2015.

In 2016 Mlinda began installing village-wide solar powered mini-grids in Jharkhand. By the end of March 2021, Mlinda had installed and commissioned solar powered mini-grids in 44 villages with a total installed base of 1037 kWp, electrifying over 7,200 households. Our direct beneficiaries include women, children, farmers, entrepreneurs, school and health centres. Around 41,000 individuals are connected to our electricity.

THE MODEL

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

_______________

For a robust local economy to experience healthy growth without the ongoing need for outside support, it must have the following attributes:

The effort to build these attributes cuts across all of our economic development activities, forming our most fundamental outcomes. They serve as criteria for selection of the businesses and individuals we will support and the way we support them.

The ultimate goal of this work is to develop a commercially viable model for sustainable development, and then to scale our impact by coordinating a wide range other organisations to replicate the model globally. Our plans for replication centre on a franchising approach, where Mlinda provides franchisees with:

2021-22 ACTIVITY

By the end of March 2021, Mlinda had installed and commissioned solar powered mini-grids in 44 villages with a total installed base of 1037 kWp, electrifying over 7,200 households and over 990 productive loads. We have achieved a reduction in greenhouse gas emissions of 1,054 tons pa and a reduction in diesel/kerosene usage of 185,776 ltrs.

During 2021-22, we worked to rationalise the operational model for the mini-grids, reducing costs and developing new approaches to increasing revenue. We also developed an ambitious new strategy for economic development, focussing on removing barriers to growth while creating the economic conditions required for a robust, sustainable economy. We implemented this new approach first in our existing mustard oil business, converting it to a holistic self-help groups and with farmer producer organisations partners to strengthen backward and forward market linkages to increase income and build a robust value chain.

STRUCTURE GOVERNANCE AND MANAGEMENT

Mlinda Foundation CIO is a Charitable Incorporated Organisation in England. The governing document is the F stitution dated 17 June 2015. Mlinda is governed by a board of Trustees which has ultimate responsibility for directing strategy and overseeing performance of the Foundation. Trustees are elected for a period of five years and six served during the reporting period. The Board of Trustees retain oversight via quarterly reports which cover key performance objectives and financial performance and are the basis for decision making. These reports are considered at the regular board meetings which take place quarterly. In addition, informal meetings are held from time to time if required.

Trustees have been recruited to date because they are known to current board members, have an interest in the F an induction pack for new Trustees.

Day to day management of Mlinda Foundation CIO (MUK) was delegated to Wayne Myslik, Executive Director.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

The Foundation has a wholly owned subsidiary, Mlinda Sustainable Environment Private Limited ( MPL ). MPL is a Limited company, registered in India, and is responsible for the technical delivery of the Electrification Programme in rural Jharkhand. The subsidiary sub-contracts the supply, installation and operation of the minigrids. The Foundation has invested in the equity of MPL to date to provide working capital. The Trustees believe electrification with the long-term aim of generating unrestricted income for the Foundation to further its objectives.

Mlinda has a partnership with Mlinda Charitable Trust ( MCT ), a charity registered in India. MCT delivers the public benefit outcomes of the Electrification Programme. The F donations against agreed programmes of work.

The Boards of Mlinda, MPL, and MCT entered into a Group Agreement in 2021 that outlines their commitment to work together toward a common strategic goal and sets out how decisions will be taken on group-wide issues.

By agreement with the boards of MPL and MCT, the Mlinda Executive Director serves as supervisor of the General Managers of MPL and MCT. This ensures consistent oversight across the group. Two Mlinda Trustees sit on the board of MPL, together with two independent Indian Directors and the Mlinda Executive Director. MCT has three Trustees.

Roles and objectives of key management personnel of the Foundation and subsidiary are defined in conjunction with the strategic objectives of Mlinda and pay and conditions benchmarked against similar roles in the sector and location. Key management personnel are the Executive Director and the Directors and General Manager of MPL.

Work to strengthen governance and management across the group continued through 2021 and will remain under review throughout 2022 so they remain relevant to the needs and obligations of the group in the future.

There were no assets held as custodian trustee during the year.

Roles and objectives of key management personnel of the Foundation and subsidiary are defined in conjunction with the strategic objectives of Mlinda and pay and conditions benchmarked against similar roles in the sector and location. Key management personnel are the Executive Director and the Directors and General Manager of MPL.

FUNDRAISING

Mlinda does not engage in public fundraising.

FINANCIAL REVIEW

The Foundation has prepared consolidated financial statements for the year ended 31 March 2022. The group 660,640 468,248 in the trading subsidiary (MPL). 742,624 43,460 was incurred on activities funded by a grant from the IKEA Foundat elements of the strategy for the next phase of the project.

525,000 in the year from The Indian Renewable Energy Development Association (IREDA). This loan is secured on the existing grids and by a cash deposit, provided by MPL. The monies will provide working capital for MPL over the next few years.

The Foundation provided an advance to MPL in the year to provide working capital. This will be repaid to the charity when the cash deposit is returned by IREDA. This is backed by a loan to Mlinda from a connected party.

The investment in MPL was impaired during the year by Trustees believe the carrying value of the investment, following the impairment, is in line with the current valuation of the subsidiary.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

_______________

INVESTMENT POLICY

Mlinda invests to achieve both a financial return and to directly further its charitable objectives. However, investing trust and confidence in the sector more generally. Because of this, Mlinda Trustees follow the guidance of the Charity Commission to ensure that investment decisions are compliant with their duties and have approved an investment objectives are, how investment decisions are made,

PRINCIPAL RISKS & UNCERTAINTIES

The F h the Foundation is exposed and satisfied themselves that systems or procedures are established to manage those risks.

A Risk Register, supported by a Risk Management Policy and Procedure, is intended to ensure risks are proactively managed at strategic, operational and project levels. The Risk Register is an active tool to identify the possible and probable risks the Foundation may face over its working life.

Principal risks are currently identified as:

Liquidity and cash flow risk. We are currently experiencing high inflation and price volatility that brings a significant risk that our cost projections in budgets will prove inadequate, contributing to the risk of cash flow problems. Also, the rural electrification project has reached the end of the current funding plan. There is a cash flow risk if fundraising is delayed, and of operations ceasing, if funding the next phase is not successful. We mitigate this risk by regular review of performance against budget, of rolling cash forecasts and timely planning, next-stage project design and conversations with existing funders for the next phase.

Overseas operations carry inherent risk in that it is more difficult for the Foundation to exercise governance and oversight. There is a greater reliance on reporting and key indicators. We mitigate this risk, in addition to formal reporting against key metrics, regular contact between European and Indian management teams, both remote and face to face, and we will continue the development of systems and processes to support data collection, management and decision making.

As the rural electrification project reaches a key milestone and refocuses on replication; success will be impeded if we do not have the skills and systems that are necessary. To mitigate this risk, we see organisational development as integral to the next phase and will plan, fund and deliver key activities focussing on people (leadership & succession planning, training, capacity building) and appropriate systems and processes.

OUTLOOK FOR 2022-23

In 2022, Mlinda expects to have achieved the goal of supplying 50 villages with reliable clean energy. We are developing the final six of these grids to be a showcase cluster, using all that we have learned so far to have a working demonstration of the Mlinda model.

In 2022-23 we will begin designing plans for the replication of the Mlinda model internationally and seeking funding for implementation. The intent is for Mlinda to use a franchising/consulting model, whereby a Mlinda company (to be created) will organise fundraising (grant, debt, equity) and procurement, both at scale internationally, to support a network of independent grid operators using the Mlinda model. Mlinda will provide these operators with training in the model, especially in the economic development strategies that are so central to F well as the long-term viability of the local electricity markets.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

_______________

RESERVES

The reserves policy has been set with the aim of having 3 months operating costs cover for each entity. This would enable notice periods commitments to be met, should Mlinda cease to operate and to meet current liabilities. The minimum level of reserves will be kept under review as the Foundation grows and operations develop.

but the Foundation actually had net current liabilities 348,498. However, this includes a short-term loan from a connected party , which will not be called for repayment until the Foundation has sufficient funds in place. The Trustees will monitor and keep under review short-term cash needs, as the strategy and funding plan for the next three years is implemented. Since the year end the Foundation has received further loans/grants which continue to support its operational requirements.

The Foundation has significant long-term liabilities at the balance sheet date. However, the Trustees consider that these be excluded from the free reserves calculation as the loans, under their terms, will not be called for repayment unless the Foundation has sufficient funds in place.

The Foundation is cognisant of the funding needs of its subsidiary and the grant commitment to Mlinda Charitable Trust for the current project and will ensure that they have sufficient resources for 3 months operating cost cover, to enable them to put alternative funding arrangements in place should the Foundation cease to operate. Based on the 2022 budgets for each entity balances for each entity were 19 were sufficient to cover this requirement.

PENSION LIABILITIES

The Foundation operates a defined benefit pension scheme with NEST for two employees who are based in the nil nil).

FUNDS IN DEFICIT

The F 338,313 in the year. Despite this deficit, MPL had net 958,655 784,117 at the balance sheet date. The Trustees will monitor and keep under review future performance and funding needs against the rural electrification project long term budget.

GOING CONCERN

At the time of approving the financial statements, the Trustees have a reasonable expectation that the Foundation will have adequate resources to continue to operate for the foreseeable future.

To fund the project work in India, loans from a connected Trust (the Lorelei Trust) and a connected limited company registered in England (Ironie 19 Limited) were received to meet early costs, with the expectation that these will be repaid from future income streams arising from profits generated in the subsidiary. The timelines for this have been affected by the Covid-19 pandemic, however the Trustees are confident that, with a re-positioning of strategy towards economic development conducive to sustainable growth, this will in turn enable MPL to reach profitability.

50,000 long-term facility with Ironie 19 is not repayable until 2032. Ironie 19 made a further shortconvert the loan to shares in MPL. A further long-term facility with Ironie 19 advance funds to MPL, will be repaid when monies held in a deposit account, by MPL, to secure a loan from the Indian Government to the subsidiary are released.

The Lorelei Trust and Ironie 19 have confirmed to the Trustees their support for the foreseeable future whilst Mlinda fundraises or realises its assets to generate liquidity.

As with any entity placing reliance on connected entities for financial support, the Trustees acknowledge that there can be no certainty that this support will continue, although at the date of approval of these audited financial statements, there is no reason to believe they will not do so.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

REPORT FOR THE YEAR ENDED 31 MARCH 2022

_______________

Additionally, the Foundation has developed a fundraising plan for the continued operations in Jharkhand and the implementation of the replication strategy. Several of the funders targeted in the plan are past funders of Mlinda who have already, in principle, expressed interest in future funding. Other funders in the plan are strongly committed to funding access to energy projects like Mlinda.

As with any charity depending on funding from other Foundations, the Trustees acknowledge that there can be no certainty that applications for funding will be successful or at the anticipated time. However, given the range of target funders that could be approached and the ongoing relationships with several of them, the Trustees remain confident that fundraising will meet the F

Based on this undertaking the Trustees believe it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

TRUE AND FAIR OVERRIDE

and have departed from the Charities departure has involved following Accounting and Reporting by 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) rather than the Accounting and Reporting by Charities: Statement of Recommended Practice effective from 1 April 2005 which has since been withdrawn.

The T applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

The law applicable to charities in England and Wales requires the Trustees to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Foundation and of the incoming resources and application of resources and application of resources of the Foundation for that period.

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

The Trustees are responsible for keeping sufficient accounting records that disclose with reasonable accuracy at any time the financial position of the Foundation and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the Trust deed. They are also responsible for safeguarding the assets of the Foundation and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Citroen Wells, Statutory Auditors were re-appointed as auditor to the Foundation and a resolution proposing that they be reappointed will be put at a General Meeting.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

FOR THE YEAR ENDED 31 MARCH 2022

_______________

Disclosure of information to auditor

Each of the trustees has confirmed that there is no information of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate steps to identify such relevant information and to establish that the auditor is aware of such information.

20/12/2022

es on .

Sally Chandler Trustee

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

INDEPENDENT AUDITOR S REPORT TO THE TRUSTEES OF MLINDA FOUNDATION CIO

Opinion

We have audited the financial statements of Mlinda Foundation CIO ( he Foundation for the year ended 31 March 2022, which comprise the Consolidated Statement of Financial Activities, the Group and Foundation Balance Sheets 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 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 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 statement section of our report. We are independent of the Group and The Foundation in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to note 1.2 of the financial statements, which describes the pledges of financial support the Trustees have received for the foreseeable future from connected parties allowing the Trustees to prepare the financial statements on a going concern basis. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

Other information

The other information comprises the information included in the annual report, other than the financial statements and our are responsible for the other information. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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 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.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

INDEPENDENT AUDITOR S REPORT TO THE TRUSTEES OF MLINDA FOUNDATION CIO (CONTINUED)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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 Statement of Trustees' Responsibilities, as set out on page 7, the 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 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 or 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 152 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial rms part of our auditor's report.

The extent to which the audit was considered capable of detecting irregularities including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

TO THE TRUSTEES OF MLINDA FOUNDATION CIO (CONTINUED)

Use of our report

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 Foundation and the Trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Citroen Wells

Chartered Accountants Statutory Auditor 20/12/2022 Devonshire House 1 Devonshire Street London W1W 5DR

Citroen Wells is eligible for appointment as auditor of the Foundation by virtue of its eligibility for appointment as auditor under section 1212 of the Companies Act 2006.

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 MARCH 2022

_________
Notes
Income from:
Donations
3
Income from other trading
activities:
Commercial trading operations
4
Total income
Expenditure on:
Raising funds:
Commercial trading operations
4
Charitable activities
5
Total expenditure
Net (expenditure) for the period
Other gains/(losses)
9
Net movement in funds
Reconciliation of funds:
Total funds brought forward
Total funds carried forward		 __
Unrestricted
funds
100,034
315,124
415,158
783,372
365,922
1,149,294
(734,136)
83,914
(650,222)
616,906
(33,316)		 _______
Restricted
funds
-
-
-
-
-
10,418
10,418
(10,418)
-
(10,418)
10,418
-		 _______
Total
31 March
2022
100,034
315,124
415,158
783,372
376,340
1,159,712
(744,554)
83,914
(660,640)
627,324
(33,316)		 ____
Total
31 March
2021
201,020
428,319
629,339
1,143,235
409,805
1,553,040
(923,701)
(121,345)
(1,045,046)
1,672,370
627,324

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

BALANCE SHEETS AS AT 31 MARCH 2022

__________
Notes
Fixed assets
Tangible assets
10
Intangible assets
11
Investments
12
Capital Work in Progress
Long term loans and advances
Other non-current assets
Current assets
Inventories
Trade and other receivables
13
Cash at bank and in hand
Investments
Current liabilities
14
Net current assets/(liabilities)
Total assets less current liabilities
Non-current liabilities
15
Provisions for liabilities
Net (liabilities)/assets		 _______
Group
31 March
2022
2,159,730
-
-
-
4,538
652,751
2,817,019
4,071
140,369
1,222,825
27,781
1,395,046
(1,276,455)
118,591
2,935,610
(2,961,160)
(7,766)
(33,316)		 _______
Group
31 March
2021
2,154,107
16,884
-
52,283
10,845
34,262
2,268,381
2,704
43,292
814,121
247,784
1,107,901
(702,610)
405,291
2,673,672
(2,042,496)
(3,852)
627,324		 _______
Foundation
31 March
2022
-
-
2,895,887
-
-
-
2,895,887
-
629,531
103,703
-
733,234
(1,081,732)
(348,498)
2,547,389
(2,000,000)
-
547,389		 _____
Foundation
31 March
2021
-
-
3,359,785
-
-
-
3,359,785
-
3,476
521,709
-
525,185
(597,377)
(72,192)
3,287,593
(2,000,000)
-
1,287,593

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

BALANCE SHEETS (Continued) AS AT 31 MARCH 2022

____________

Notes
The funds of the Foundation
Restricted funds
17
Unrestricted income funds
18		 Group
31 March
2022

-
(33,316)
(33,316)		 Group
31 March
2021
10,418
616,906
627,324		 Foundation
31 March
2022
-
547,389
547,389		 Foundation
31 March
2021
10,418
1,277,175
1,287,593

20/12/2022

The financial statements were approved by the Trustees on

Sally Chandler - Trustee Charity registration number: 1163028

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DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022

1. Accounting policies

The Mlinda Foundation F is a Charitable Incorporated Organisation registered in England and Wales. The Foundation's registered address is Devonshire House, 1 Devonshire Street, London, W1W 5DR. The nature of the Foundation's operations and principal activities are set out in the Trustees' Report.

Environment Private Ltd ( . The subsidiary is based and registered in India.

1.1 Basis of preparation

The financial statements have been prepared in accordance with the governing document, the Charities Act 2011 and 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their financial statements in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective from 1 January 2019) .

These financial statements consolidate the results of the Foundation and its wholly owned subsidiary, MPL, on a line by line basis. Transactions and balances between the Trust and its subsidiary have been eliminated from the consolidated financial statements. The Foundation constitutes a public benefit entity as defined by FRS 102.

The financial statements ha arities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) rather than the Accounting and Reporting by Charities: Statement of Recommended Practice effective from 1 April 2005 which has since been withdrawn.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. The financial statements are prepared in euros, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest .

1.2 Going concern

At the time of approving the financial statements, the Trustees have a reasonable expectation that the Foundation has adequate resources to continue in operational existence for the foreseeable future. In order to fund the project work in India, loans continue to be received from connected parties. The Foundation has received confirmation from connected parties of their support for the foreseeable future whilst it fundraises or realises its assets to generate liquidity. As with any entity placing reliance on connected entities for financial support, the Trustees acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Based on the undertakings received the Trustees believe that it continues to remain appropriate to prepare the financial statements on a going concern basis.

15

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

1. Accounting policies (continued)

1.3 Charitable funds

Unrestricted funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives unless the funds have been designated for other purposes. Restricted funds are subject to specific conditions by donors 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.

1.4 Income recognition

Income is recognised when the Group 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 Group 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.

1.5 Expenditure recognition

Resources expended are included in the Statement of Financial Activities on an accruals basis. Grants awarded are charged in the period when the offer is conveyed to the recipient, irrespective of the period covered by the grant, such grants being recognised as expenditure. Governance costs comprise all costs involving the public accountability of the Foundation and its compliance with regulation and good practice.

1.6 Investments

Non-current

Fixed asset investments are mixed motive investments in subsidiaries, recorded at cost less impairment. A subsidiary is an entity controlled by the Foundation. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At the end of each reporting period investments measured at amortised cost are assessed for objective evidence of impairment. If an investment is impaired the impairment loss is the difference between the carrying amount and the market value of investment. The impairment loss is recognised in the Statement of Financial Activities.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is recognised to the extent that the revised carrying value does not exceed what the carrying value would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Statement of Financial Activities.

Current

Investments held as current assets are revalued to market value at the balance sheet date and the gain or loss taken to the Statement of Financial Activities when the gain or loss is material.

1.7 Leases

Rentals payable under operating leases, including any lease incentives received, are charged to the Statement of Financial Activities on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

16

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

1. Accounting policies (continued)

1.8 Foreign exchange differences

1.9 Tangible fixed assets and depreciation

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 basis:

Buildings Over useful economic life of 30 years Solar system Over useful economic life of 35 years Plant and machinery 6.67%, 12.5% and 20% straight line Computer equipment 33% straight line Office equipment 20% straight line

1.10 Other non-current assets

Other non-current assets are term deposits pledged against loans and therefore not freely available for the use of the group.

1.11 Inventories

Inventories are held at the lower of stock and net realisable value.

1.12 Cash at bank and in hand

Cash at bank and in hand represents cash held for working capital purposes and in interest free bank current accounts.

1.13 Financial instruments

lance sheet when the Foundation 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.

17

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

1. Accounting policies (continued)

1.13 Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables 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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables and 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

e

discharged or cancelled.

1.14 Provisions

Under Indian law it is mandatory for the employee who has completed a minimum of five years in service to receive a gratuity, therefore the provision in the accounts represent this liability.

2. Critical accounting estimates and judgements

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.

Valuation of investments

Investments held as non-current assets per note 12 4,503,733 less an accumulated ,607,846. The Trustees engaged an independent merchant bank to perform a valuation of the F . Although the Trustees appreciate that valuations of unquoted companies can be subjective, they believe the carrying value of the investment, following the impairments, to be in line with the current valuation of the subsidiary.

18

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

3. Donations

Donations
Mlinda USA
The Lorelei Trust
Others
For the period ended 31 March 2021		 Unrestricted
funds
Restricted
funds
31 March
2022
31 March
2021
-
-
-
200,000
100,000
-
100,000
-
34
-
34
1,020
100,034
-
100,034
201,020
-
201,020
-
201,020

4. Income from other activities

The wholly owned trading subsidiary, Mlinda Sustainable Environment Private Ltd is incorporated in India.

A summary of the financial performance of this subsidiary alone is set out below:

Turnover
Administration expenses
Net loss before tax
Taxation*
Net loss after tax retained in the subsidiary
The assets and liabilities of the subsidiary were:
Fixed assets
Current assets
Current liabilities
Provisions and non-current liabilities
Total net assets
Aggregate share capital and reserves		 31 March
31 March
2022
2021
315,124
428,319
(772,144)
(1,143,235)
(457,020)
(714,916)
118,707
177,620
(338,313)
(537,296)
3,318,291
2,639,718
1,186,812
372,803
(228,157)
(105,233)
(1,492,829)
(46,348)
2,784,117
2,860,940
2,784,117
2,860,940

742,624 on activities and on fixed assets was funded by a grant from IKEA Foundation to fund scaling and replication activities.

19

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

4. Income from other activities (continued)

2 is as follows:

Name of undertaking Registered Nature of Class of shares
 % Held Direct
Office business held
Ground Floor
Mlinda Sustainable
Environment Private Ltd		 Flat No 1, 41 B/5,
Gariahat Road
South, Kolkata		 Sustainable
Development		 Ordinary shares 100.00
700031, India

5. Charitable activities

31 March
2022
31 March
2021
Wages and related costs 223,466
186,954
Staff recruitment costs -
47,611
Telecommunications 710
1,897
Consultancyfees -
6,600
Travelling expenses 5,069
-
Office supplies 4,087
4,747
Bankcharges 27,695
27,351
Insurance 3,407
3,232
ITcosts 9,417
3,899
General expenses 1,537
2,100
275,388
284,391
Governance costs(see note 6) 100,952
125,414
376,340
409,805
Charitable activities
Unrestricted funds 365,922
-
Restricted funds 10,418
409,805
376,340
409,805

20

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

6. Governance costs

Audit fees
Non-audit fees payable to the auditor
Legal and professional fees
Loan interest		 31 March
2022
31 March
2021
27,179
23,474
-
11,737
37,273
53,703
36,500
36,500
100,952
125,414

7. Trustees

During the year, professional services rendered.

8. Employees

Number of employees

The average monthly number of employees during the period was 45 (2021: 52).

Employment costs
Wages
National insurance
Pensions
Redundancies		 31 March
2022
31 March
2021
126,487
381,115
9,792
22,677
87,187
68,996
-
188,211
223,466
660,999
60,000 -
50,000 -
60,000		 31 March
2022
31 March
2021
Number
Number
1
1
1
1

Payments to key management personnel during the year 222,335 (2021 374,666), including the nil (2021 188,211).

9. Other gains/(losses)

Foreign exchange gains/(losses) 31 March
2022
31 March
2021
83,914
(121,345)

21

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

10. Tangible fixed assets

Group
Cost or valuation
At 1 April 2021
Additions
At 31 March 2022
Depreciation
At 1 April 2021
Charge for the period
At 31 March 2022
Net book value
At 31 March 2022
At 31 March 2021		 Plant and
machinery
2,546,871
207,596
2,754,467
392,764
201,973
594,737
2,159,730
2,154,107

The Foundation had no tangible fixed assets during the current or comparative periods.

11. Intangible assets

Group
Cost or valuation
At 1 April 2021
Disposal
At 31 March 2022
Carrying amount
At 31 March 2022
At 31 March 2021		 Intangible
assets
16,884
(16,884)
-
-
16,884

The Foundation had no intangible fixed assets during the current or comparative periods.

22

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

12. Investments

Foundation
Cost or valuation
At 1 April 2021
Additions
Impairment
At 31 March 2022
Carrying amount
At 31 March 2022
At 31 March 2021		 Subsidiaries
3,359,785
-
(463,898)
2,895,887
2,895,887
3,359,785

note 2 for further

details.

The group had no fixed asset investments during the current or comparative periods

13. Trade and other receivables

Amount receivable
Short term loans and advances
Prepayments		 Group
31 March
2022
31 March
2021
102,587
7,043
28,256
30,607
9,526
5,642
140,369
43,292		 Foundation
31 March
2022
31 March
2021
625,000
-
-
-
4,531
3,476
629,531
3,476

14. Creditors: amounts falling due within one year

Borrowings
Payable for capital expenditure
Accrued expenses
Statutory dues
Other payables		 Group
31 March
2022
31 March
2021
1,025,000
508,981
1,901
7,276
76,830
142,665
2,763
14,434
169,961
29,254
1,276,455
702,610		 Foundation
31 March
2022
31 March
2021
1,025,000
500,000
-
-
56,732
97,377
-
-
-
-
1,081,732
597,377

23

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

15. Non-current liabilities

Group Foundation Foundation
31 March 31 March 31 March 31 March
2022 2021 2022 2021
Borrowings 2,961,160 2,042,496 2,000,000 2,000,000

Included in borrowings are two term loans from Indian Renewable Energy Development Agency Limited (IREDA), a Government of India Enterprise to Mlinda Sustainable Environment Private Limited:

Included in other nonby IREDA which is pledged against the borrowings noted above.

16. Analysis of net (liabilities)/assets between funds

Group
Unrestricted
funds
Fund balances at 31 March 2022 are represented by:
Fixed assets
2,817,019
Current assets
1,395,046
Creditors: amounts falling due within one year
(1,276,455)
Creditors: amounts falling due in more than one year
(2,961,160)
Provisions for liabilities
(7,766)
(33,316)		 Restricted
funds
-
-
-
-
-
-		 Total
2,817,019
1,395,046
(1,276,455)
(2,961,160)
(7,766)
(33,316)
Foundation
Unrestricted
funds
Fund balances at 31 March 2022 are represented by:
Investments
)
2,895,887
Current assets
)
733,234
Creditors: amounts falling due within one year
(1,081,732)
Creditors: amounts falling due in more than one year
(2,000,000)
)
547,389		 Restricted
funds
-
-
-
-
-		 Total
2,895,887
733,234
(1,081,732)
(2,000,000)
547,389

24

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

MLINDA FOUNDATION CIO

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

17. Restricted Funds

Group and Foundation
Restricted funds brought forward at 1 April 2021
Expenditure
Restricted funds carried forward at 31 March 2022		 Restricted
funds
10,418
(10,418)
-

The remaining restricted funds from 2021 were utilised in the current year for the Rural Electrical Project in Jharkhand.

18. Unrestricted funds

Foundation

Unrestricted funds brought forward at 1 April 2021
Impairment
Net expenditure
Unrestricted funds carried forward at 31 March 2022		 Unrestricted
funds
1,277,175
(463,898)
(265,888)
547,389

The investment in MPL was impaired 463,898 in the year. See note 2 for further details.

The movement in the Groups unrestricted funds is shown in the consolidated Statement of Financial Activities on page 12.

19. Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Within one year
Between two and five years
After five years		 31 March
2022
31 March
2021
10,985
13,896
38,873
42,947
83,922
91,691
133,780
148,534

25

DocuSign Envelope ID: 5EB86A01-F7B0-433D-8B0D-CAA8C91A7491

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022 (CONTINUED)

MLINDA FOUNDATION CIO

20. Related party transactions

525,000 (2021 500,000) was received from Ironie 19 Limited, a private limited company registered in the UK, with a director who is a trustee of the Foundation. At the year end, the total 1,875,000 (2021 1,350,000). The loan is interest bearing at a fixed rate of 3%, with interest of £25,500 (2 ) charged during the year. At the year end the group owed accrued interest of

ii 550,000 (2021 550,000) was owed to The Lorelei Trust, a trust based in Ireland of which the Foundation is a beneficiary, as a loan to help fund the charitable activities of the Foundation. The loan is interest bearing at a rate of 2% above Euribor, with interest of (2021: ) charged during the year.

from The Lorelei Trust. At

with common Trustees.

21. Financial activities of the Foundation

The financial activities shown in the consolidated statement of financial activities include those of the Foundation

A summary of the financial activities undertaken by the Foundation, as an individual undertaking, is as set out below:-

2022 2021
Income from donations 100,034 201,020
Expenditure on charitable activities (376,340) (409,805)
___ ___
Total (276,306) (208,785)
Impairment of investment (463,898) (1,143,948)
___ ___
Net deficit (740,204) (1,352,733)
Total funds brought forward 1,287,593 2,640,326
___ ___
Total funds carried forward 547,389
___		 1,287,593
___
Represented by:
Unrestricted funds 547,389 1,277,175
Restricted funds - 10,418
___ ___
547,389
___		 1,287,593
___

26