Woodsmith Foundation Woodsmith Foundation Limited Report of the Trustees and Audited Financial Ststements for the year ended 31 December 2023 Rqlstsred Compny1¥4llmber: 08OV1609 (England W*k8) Regl8tered Charity Number: 1163127 Ashby Berry Coulsons Chartered Accountants Ilvo Belgrave Crescenl Scarborough Woodsmlth Foundation Limlted Comtsnts of tht Fln8ael81 Statsments for the Year Ended 31 D￿Ornber 2023 Page Referenee and Admlnl8trntfve Dets118 ChAiman'J Rep)rt Report of ihe TrwteeB Report of the Independent Auditor8 Slaternent of Flnanclal Aedvltles ij Bal*nte Sheet 12 Ca8k Flow S¢at¢m¢nt 13 Notei to the Cajh Flow Ststsment 14 Notes to the FIMDehl Ststements 15 Detalled Stst•meDt ofFin4nci•l A¢tivitieJ Wood8mlth Foundation 14mlted Reference 8nd AdmlDI8trAtlve Dets118 for the Year Ended 31 Deeembtr 2023 Trn8te48 I C Swales Chair S Flynn N Irving M J Natty J Samuel E Walmsley W B Wood% ChiefExeeMthT¢ Leah Swain Registsred offlL Resolution Howe Lake View Scarknrough North Yorkshire YOII 3ZB R*8tere4] eompny number 08087609 (England and Wales) Re818ter¢d ¢b•rlty 1163127 Alldilors Ashby Berry Coulsons Limitsj Statutory Auditor 2 Belgrave Crescent Scarborough North Yorks]ii YOI I IUB B*nkerJ CAF Bank 25 Kings Hill Avenue Kings Hill West Malling Kent ME19 4JQ Page I Woodsmlth FoundatioD Llmitsd Cbairman'5 Report for the Year Ended 31 Deeember 2D23 l am pleased to present the Financial Statement and Account8 for the fina￿la1 period January to Decwnber 2023 on Ixhaif of the Trustees of the Woodsmith Foundation. The Foundation aims to create a tK)sitive 1&8ting legaoy from the Wocrtlsmith Mine being built in the North York Moors Nation￿ Parf( with the processing facility at Red¢ar. We support projects that are important to the people who live in our aTea of b¢n¢fit and which ¢an make a positive contribution to our local communitles. Our priority is to incre&se op￿rtUnitieS and tackle disadvantage and we support projects that.. Increase opp()rtunities for better life chances Encourage positive change5 by improving lives and plac¢s, or ￿klIng issu¢5 that negatively impact on local people. Bring people together and enrich lives by ensuring there are local spaces. resources and activities that provide pl¢￿U￿, leamin& or community actio In 2023 we supported organisati0Th8 8cross the Borough of Red¢w and Clevel&n(L the Borough of Scarborough and the North York Moors Nationai Park with 187 wts toialling £854,199. Whil¢ maintaining our small grnnts opkN)rtunities which we know appeal to a wide range of wmmunity organisation5. we also agreed a number of larger grants. This included.. significant investments into the 18 secondary schoo15 in our area of Ixnefit through the Achieve Education PrograTnme which we jointly fund with Anglo Amerie&n" a revenue grant to the Whitby Lobster Hatchery> a capilal grant to the Saltburn Skate Park. at)d funding for employment projects d¢liver¢d by Clean Slate Solutions and Gallows Close Centre. The Foundation awarded Community Grants of up to £5.000 to impactful organisations drawn from across the area of benefit. W¢ awarded 19 grants of up to £500 to local communities for activities to celebrat¢ the King's Coronation. The Foundation continued to support talented young people in our are& who have opportunities to progress but face fin8Dcial constraints. This year we invested in key local organisations who have a ¢lear vision for how they might make significant change for local people through our Funder plus approach. Thi5 included coaching support for ¢hi¢f executives, strategic board away day Costs and facilitation, fjnancial trainin& and a wntribution to activities that would secure the financial sustainability of an orgRnis4tion. The Found&tion supported the second year delivery of our Support for People over 65 progrnmme and the Children and Young People Emotional Wellb¢in8 Programme. The Foundation had four employee5 at December 2023, Leah Swain, (Chief Executive), Gemma Sciré, (Granls and Programmes Manager). Rebecca Warner (GrBnts and Programmes Offi¢¢r) and Helen Kennedy (Dornianstown Community Connector). I want to thank them for their ry)mmitm¢nt to making the Foundation an approachable funder that welcomes conversations and does its best to encourage and support many different types of organisations to apply and secure funding. We are grateful to Anglo American for their continuing support and donations while the mine is being built and are committed to w0￿1n8 in partnw3hip with them for the benefit of local communities. I would like to thank the T￿￿te¢S for their timé enthusiasm and commitment lo the work of the Foundation. Their breadth of exp¢ri¢n¢¢. thoughtful approach and willingness to back interesting new Id￿ h&8 created a Foundation that 18 SUPPOrting work on a r8nge of complex lo¢al issu¢s and engaging with 8yStems change thinking with our pathers. The Trustees work incredibly hard to understand the needs of I￿al communities &nd make the right funding d¢¢isAons for our are lan Swale5 Chair Pa8e 2 Woodjmith Folllld8tion Limited Report of tbe Trustees for the Year Kllded 31 December 2023 The Tustees who are also dirwtors of th¢ Charity for the PUTPOSeS of th¢ Companies Act 2006* present their report with the financial statements of the charity for the year ended 31 De¢emt*r 2023. The Tn￿lee5 have adopted the provisions of Accounting and Reporting by Charities.. Statement of Recommended Praetice applicable to charitie5 preparing their acc4)unts in accordan¢e with the Financial Reporting Standard appIl￿ble in th¢ UK and Republic of Ireland (FRS 102) (effective l January 2019). This report includes the d1￿ctorS, report requirad by company law. Obje¢tives and actfvltles The Foundation's objects are for the public benefit parti￿larlY in the area of benefit to: l ) advance education Including by sUp￿rting projects and training that benefit people from the are4 of benefit by enhancing their skills; 2) promote the general health of the community. 3) advan￿ ¢nvironmenlal prolection and improvemenl includin8 by enhan¢ing the local landscape. 4) provide and imrrtove facilities in the intetrsts of social welfare and leisure time occupation with the objective of improving the conditions of life for the residents. and 5) relieve those in need kcawe of financial hardship by virtue of being out of worL particularly the IoD8 terni unemployed. by helping them to gain skills. The area of benefit covers the Borough of Redcar and Cl¢veland. the Borough of Scarborough and the North YO￿ Moors Nation￿ Park. The TTUStees ar¢ oblig¢d ts).. • ¢xetris¢ a prefrren¢¢ for applying the charity's fimds close to Anglo American's area of operations in the area of benefit. and only apply fund5 outside the area of ben¢fit once the mine goes into production if the Trust¢es pass a Unanimo￿ resolution in support of such an application of funds, and not to apply more than 25•/• of its annual l)udget in any one yeor outside the area of benefit. At present, the TnLStees are fi￿rIllIng these objects by making grants to I￿￿1 organisations and undertaking developmenl activities. including capacity building wot* with organisation8. working with partners aTJd stakeholders on p)tential joint Inv￿tment4 planning and delivery of programmes of work in aTW of irLteresL The Foundation does not Taise fiinds from the general public. Th¢ Ttwst¢es ¢onfinn that they have had regard to the Charity c¢)Mmi￿10n'S guidance on public benefit when reviewing ihe ch￿ity'S aims and objectives. in planning future activities. and setting the grant making policy for the year. Pag¢ 3 Woodsmith Foundation Llmited Report of the Trust for the YeAr Ended 31 Deeember 2023 Obje¢tlves and adivlties- continued In 2023 the Trustees a spend plan for the year (OT reacted ￿ unexpected events such as the King's Coronation) and aw8rd¢d.. £462,788 committ¢d to providetE to deliver the Achieve Education Progrdmme for all secondary schools in our ar￿ of benefit. Achieve aim3 to equip disadvantsged secondary aged students to achieve their potential by supp)rting their personal development. enabling their &8pirnlions. and improving learning and attainment. £199.968 for Community Grants to 68 organisations. Grants of up to £5.0(K) went towards a wide range of projects.. These inc]L￿lJ grants for sEx)rts equipment, a lending library of things? refurbishm¢nt and ener&v efficiency m￿u￿￿ in community buildings. design costs for a new bike pump track. IT and rinancial skills training. warn) spaces, activities for local people to socialise and have support for homeless people, litter picking quipment and mu¢h more. £103,265 awarded to the Whitby Lobster Hatchery to 88p fund &8 they move towards financial self-sufficien¢y and £65.000 contribution to the build wsts of the Saitburn Skate Park. £63,355 awarded for 2 ¢mployment and skills projects. one working with prison leavers across the a￿a of benefit and the other for young peopl¢ in Bam)wGliffe, Scarborough with a conStn￿tion focus. £22,516 for Young and Talented grdnts to support 17 young I￿oPle with a ￿cognISed talent who we unable to pro￿¢S$ du¢ to financial constraints. This included a pilot. footballern, perforniing artists. kick box¢r& musicians. a hockey player, golfers. swimmer& a film maker a jockey. £7.932 for Funder Plus gtants to support th¢ development of 2 existing wt holders. £7.(K)O for other grants which provided funding to alleviate immediate financial hardship, £6,887 to 19 community groups to deliver cel¢br&tion events for the Kin¥s Coronation. £4,729 for 4 Dorn)an8town Se¢d Fund pits to support community activities in the ar¢a. The Twstees w¢r¢ supported in the grant assessment by employees of the Foundation and by independenL external consultants. All grant decisiims were discussed and agreed by either the Chief Executive and Chair (within the agreed financial del¢gation8). a small sub group of Trnstses or by the full Board. All grant decisions made between Board meetings were rec(Kded at the next full Board. Aehievement and perforn4nee The Trustees are pleased with progress in 2023. The S￿nd plan for 2023 allowed for small grant applications through the Community Grant route and larger requests through the Expression of Intsrest route for people to open a conversation 8bout their ideas for positive change with the Foundation team. We had good l¢v¢ls of interest in both types of grant. The Foundation Trustees built flexibility into the budget to allow for 5upFth to promising opportunities for positive action on issues that are important to our local communities, commissioning of development work for future funded work and capacity support for key loca] organisations. The SFtnd plan also allowed for direct delivery into Dornianstown which is a geographic priority for the mine project due to its proximity to the plann¢d minernl processing plant site in Redcar. We continue to use our best efforts to make it as easy as p)ssible for people to contact us, staying in touch a8 ideas develop and connecting those tKople who have common aims or ambitio￿8. Page 4 WtN)d8llllth Found*tion Limited Repor¢ of Ihe Tru8tee8 for the Year EDded 31 Deetm￿r 2023 A¢hieYemeDt 4Dd perform4n¢e- ¢ontillMed In 2023 an investment for £13.￿0 WAS made into the Purchase and development of 3 n¢w grJnt Managern￿t System (GMS) for the Foundation. This has allowed us to move application8 online. autom8le our monitoring reminders, create a clear record for each grant holder and a history of their requests. It has streamlined a number of grant athninistration prn¢esse5 and 15 proving to k a valuabl¢ tool for the team. The GMS will initially be ￿￿ed for Community G￿nts 8nd we will then grddually migrate our other grants to the new System by 2025. In Dec¢mb¢r 2023 Anglo American r¢n¢w¢d th¢ir commitment to suptK)rtin8 the Woodsmith Foundation during the building of the Wood8mith Mine. Subject to the mine development pAce they a8reed a further £lm & year for the next 3 years in advance of revenue being genernled from the Woodsmith Min¢. Anglo American kindly continue to provide pro bono sUp￿Irt to the Foundation for finance. rnarketing and communications. The Trnstees are content that grants are being awarded to a wide range of organisation& many new to the work of the Foundation. across our whole area of benefit and in lin¢ with our charitable objectives. FiD40¢i¥l review Summ The Foundation held reserves of £1,6(K1,904 at 31 December 2023 (2022: £1.632,384). All funds were unRgtricted and 8n annual spetyj plan 18 &￿eed, 8gaiDSt 8 five year pft)jected income plan. The Foundation's work is entirely reliant on income f￿M Anglo American and income and capitsl returns from its inveslment portfolio. To dat¢ the Foundation hgs received £6 million from the Woodsmiih Project's owners. This paymentldonation is'ex gratia, as it sits outside the fornial grant agreement. On this basis there is no commitment for a ￿Centage of the monies to be invested in medium tern). low-risk funds. Once the mine is in production the￿ is a ￿￿tra￿ in place between the mine owner and the Foundation that ensures 0.5¥0 of revenue is paid to the Foundation al￿vally. Main events Investment funds were held in a c&8h depostt account with CAF Bank during the period but as interest rates rise the Tru5te¢s will b¢ ¢onsidering investment options for 2024. In additio￿ the Foundation has £lOO,000 invest*J with CCLK a not-for-profil organisation ihat invests on behalf of public IxNJies and charities. Not all of the funds operated by CCLA are CUTrently OFtn to the Woodsmith Found8ti0n. At the end of the period tota] cash plus investsnents amounted to £2,102.939. These balances are held in line with the five year plan outlined alK)ve. In the coming year we will seek to mov¢ funds to which we do not need immediate access to a higher interest account with a longer notice period. Futsre plans The Tn￿tee9 have reviewed the cash position of the Foundaiion and made a commitment to spend £lm in the ¢oming year. A spend plan h&s been a￿d th&t will award funding for projects that meet our charitable objectives. Pag¢ 5 w￿)d8￿1th Voundation Limited Report of the Tru8tee8 for the Ye*r Ended 31 Dettmber 2023 Struetur4 govern8Dee and majjagement Woodsmith Foundation Limited w&s inwrwrat¢d as a com￿Y limited by guarantee on 29 May 2012. It is governed under its Memorandum and Arti¢le5 of Association and was registered a Charity on 13 August 2015. Under the Articles of Association, the membership of the clwitable Company comprises Anglo American and two Independ¢nt Mcmi￿. The independent rnembeTS ar¢ Jim Dillon and lan Swale5. The corporal¢ member, Gareth Edmunds. left Anglo American in December 2023 and a new corporate memixr will be appointed in 2024. A$ set out in the Articles. the charity is managed by seven Tft￿teeS. who are also directors of th¢ Company. Four of these Trustees are appointed by the Ind4Knd¢nt Memkrs and three by Anglo American. On appoinlment Trnstees are provided with inforn￿lOn on the Foundation and on their role charity Trustees nd company dir¢¢10￿. There were no Trustee resibmations or appointments in the period. We are grateful for our Trustees time, enthusi&8m and energy and would like to thank them for their contribution ¢0 the work of the Foundatio The Trustees held four forn￿ BoBrd meeting8 in the period which were supplemented by email disCu￿10nS throughout th¢ year. These weye held on: 25th January 2023 19th April 2023 26th July 2023 18th October 2023 Th¢ rewrts rKeived at meetings enable the Trustee5 to monitor m￿Or risks to whtch ibe Foundation is exposed so that necessary steps can be tsken to manage those risks. Statem¢Dt of Trystees, r¢sponsibiliti¢g The Trustees (who are also th¢ directors of W(K)dsmith Found&tion Limited for the purFX)ses of company law) are restK)nsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Stsndards (United Kingdom Generally A¢￿pted Accounting Practice). Company law requires the Trustees to prepare financial statements for each financial yeor which give & trne and fair view of the state of atyairs of the charitable company and of the incoming resowces and application of reSoU￿es. including the income and expenditure. of the charitable company for that period. In preparing those financial statements, th¢ Tr￿st¢eS are required to select suitable Accounting ￿lI¢jeS and then apply them consistently. observe the methods and principles in the Charity SORP. mgke judgements and estimates that are re&wnable and prudenL prepare the financial ststements on the going concern basis unless it is inappropriate to presume that the ¢haritsble company will continu¢ in business. The TTUStees are resp)nsible for keeping proper awunting re￿rdS which disclose with reasonable a￿Ur4¢Y at any time the financial EM)Sition of the charitable company and to enable them to ensure that the fitw)¢ial gtatements comply with the Compantes Act 2(Mk5. They are also K8ponsible for safeguarding the asS￿S of the charitable company and hence for taking rwonable steps for the prevention and detection of fraud and other irregularities. In so far as the Trustees are aware: there 18 no rtlevant audit inforn]ation of which the charitsble company's auditors are unaware. the Trustee5 have takeTh all steps that they ought to have taken to make themselv¢s aware of any relevant audit infonnation and to establish that the auditors are aware of that infornlation. Pag¢ 6 Woodsmith FouDdalion Limlt¢d Report of the Tru8tees for the Yur Ended 31 Decelnber 21123 Sta¢emeDt of compllance with prevallimg14ws *nd regulAllonB The financial statements have prepar¢d in accordance with the accounting policies set out in notes to the accounts and comply with the charity's governing do¢um¢n{ the Charities Act 2011 and Accounting and Reporting by Chariti¢s'. Stst¢ment of Re￿rnMend¢d Practi¢e applicable to charities preparing their accounts in accordance with the Financial Reporting Stsndard applicable in the UK and Republic of Ireland (FRS 102) issued in October 2019. This report Ilas been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 Telating to small companies. Approved by order of the board of trustees on ........... .... 2<)14 . and signed on its behalf by: I C Swal¢s - Trustee Page 7 Report of ihe Independent Auditors to the Members of Woodsmith Founda¢loll Llmit¢d Opinlon We have audited the financial statements of Woodsmith Foundation Limited (the 'charitsble company,) for the year ended 31 Dec¢mb¢r 2023 which comprise the Ststement of Financial Activities. th¢ Balance Sheet. the Cash Flow Statement and notes to the fiThanciai statements. includin8 a summary of significant &ccounting policies. The financial reporting framework that been applied in their PTeparation 18 applicable law and United Kingdom Accounting Stsndards (Unit¢d Kingdi)m Generally Acceptsd Accountin8 Practice). In our opinion the financial statements: give 8 true and fair view of the state of the charitable company's &ff&its as at 31 D￿ember 2023 and of its incoming resources and application of resources, in¢luding ifs inwme and expenditure, for the y¢ar th¢n ¢nd¢d-, have been prowly prepared in accordanr£ with Unitsd Kingdom Generally Acceptd Accounting Practice; and hav¢ been prepared in accordance with the requirements of the Companies Act 2iJ)6. Basis for opinlon We ¢onducted our audit in accordance with Internation￿ Standards on Auditing (UK) (ISAS (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors, responsibilities for the audit of the financial sta*menÉs section of our report. We independent of the charitable company in a￿ordance with the ethtcal requirements that are relevant to our audit of the financia] statements in the UK, including the FRC'S Ethical StandaThl, &nd we have fulfilled our other ethical responsibilities in ￿Ordance with these requirements. We believe that the audit evidence we have obtained is s￿l¢lent and appmpriate to provide a b&%18 for our opinion. Conelusions relgting ¢0 going ¢on¢er In auditing the financial statetnents, we have concluded that the TrusÈees' use of the going concern b85i$ of accounting in the preparalion of the financial statments is appropriate. Based on the work we have perfom]&l we have not identTfied any material uncertainties relating to events or conditions that. individually or wllectivelyy may cast significant doubt OTh th¢ charitable company's ability to continue as a going concern for a wiod of at least twelve months from when the financia] ststements are authorised for issue. Our responsibilities and the responsibilities of the Tnths with respect to goin8 concern are described in the relevant sections of this re￿TL Other information The Trustees are resp)nsible for the other inforniation. The other infomation comprises the information included in the Annual Repor¢ other than the financial statements and our Report of the Independent Auditors thereon. Our opinion on the financial statements th)e5 not cover the other inforni&iiOll and, except to the extent otherwise explicitly stat¢d in our report, we do not expr&48 any forni of a&surance conclusion thetron. In conneLtson with our audit of the financial statements, our re$N)nsibility is to read the other inforn￿tIon and, in doing so. consider whether the other inforniation is materially inconsistent with the financial statements or our knowledge obtained in the audit or othenvise appears to be materially misstated. If we identify such material inconsistencies or apparent material misslat¢ment4 w¢ are required to d¢*rniine wheth¢r this gives rise to a material misstatement in the financi8J ststements themselves. If. based on the work we have perforn)e4 we conclude that there is a material misstatement of this other infomjation, we are required to report that fact. We have noihing to report in this regard. Page 8 Report of Ibe Independent Auditors lo tb¢ Memb¢rs of Wo(Mlgmi¢h Found•lion Llmited OpioioDS 011 Other matters prescribed by the Companie$ A¢t 2006 Jn our Opinio￿ based on the work undertaken in the Course of the audit: the inforn]a¢ion given in the Report of the Trustees for the fina￿la1 year for which the financial statements are prepared is consistent with the financial statements. and the Report of the TnISte￿ has prepar&a in acGordan¢¢ with applicable legal requirem¢nts. Matters on whieh we are required ¢0 report by ex¢eption In the light of the knowledge and undetstanding of the charitable company and its environm¢nt obtained in the course of the audit, we have not identified material MI￿latern¢nts in the Re￿rt of the Trustre5. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion.. adequate accounting records have not been kept or returns adequate for our audit hav¢ not been ￿1Ved from branches not visited by us: or the financial statements are not in agreement with the &counting records athl returns. or certain disclosures of Trustees, remuneration specified by law are not made; or we have not received All the inforniation and expl8mations we require for our audit. or th¢ Trustees were not entitled tr) take advantage of the Small comp8ni¢s exemption from the requiranent to prepare a Strategic Report or in prepwing the Rep￿rt of the Trnstees. Rupon8ibllldes of TruJt¥s As explaiTh¢d more fully in the Statement of Trustw, ReS￿nsIbIlItIes. the Trustees (who are also the directors of th¢ charitable company for the purposes of company law) Are responsible for the preparation of the fin8ncial ststements and for being satisfied that they give a true and fair view, and for s￿h internal control as the Tr￿Slee$ d¢t¢m)ine is necessary to enable the preparation of fllllnciai stat¢m¢nts that are free from material mis5tatemenL wh¢ther due to fraud or error. In preparing financial statements, the Truste¢s are responsible for assessing the charilable company's ability to continue as a going con¢¢rn. disclosing. as applicable. matters related to going concern and using the going concern b&sis of accountin8 unless the Trustees either intend to liquidate the charitable company or to cease operation& or have no realistic alternative but to do so. Our responsibillties for the audit of the fin*ncig1 $tat¢ments Our obj¢¢tiYes are to obtain re&8onable &ssurance about whether the financial statements as a whole are free from material misst&temenL whether due to fraud or e)Tor, and to issue 8 Report of the Independent Auditors that includes our opinion. iieasonable &ssuran¢e is a high level of assuranc¢, but is not a guarantee that an audit ¢onducted in accordance with ISAS (UK) will always detect & materia] mis8tatement when tt exists. Misslatements can arise from frnud or error and are consid¢red material if. individually or in the aggregate, they could reasonably Ee expected to Influ￿ce the economic decisions of users taken on the basis of these fitvdncial slatements. The extent to which our pr￿edU￿9 are capable of de￿ling i￿¢gUlaritieS including fraud is detailed below: Irregularities, including frnud, ar¢ Instan￿ of non-compliance with laws and regulations. We design procedures in line with ow reswDsibilities. outlined alxyve, to detrct material misstatsrnents in respect of irregularitie4 including frnud. The ext¢nt to which our F￿CedureS are capabl¢ of detecting irregularities, including fraud is detailed below. Our audit procedures have included: - Perforn]ing audit Work over the risk of management override of controls. including reviewing w)unting estimates for bias and t¢sting journal entries and other adjustments for appropriat¢ness: - Reviewing minutes of meetings of those charged with governance; - Reviewing financial statement disclosures to &8s¢ss ￿MplIanCe with applicable laws and regulations - Enquiry of man￿ement and those charged with governance ￿ncernIng tKJtenlial litigation and claim& Page 9 Report of the Independent Auditors to tbe Members of Woodsmith Foundation Limited We consider that these pr(KeduTes, together with evidence acquired from our other audit work. providc an audit appmach cnabling a reasonable likelihood of detection of ittegularities. Because of the inhercnt limitalions of an audit, there is a risk that we wlll not det￿t all irregularities including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that wmpliance with a law or regulation is removcd from the events and transactions rcflected in the financial statements. as we will be less likely to becorlle aware of instan¢¢s of non-compliance. The risk is also greater regarding irrcgularitics occurring due to fraud raiher than error, as fraud involves intcntional concealment, forgery, wllusion, omission or misrepresentation. A further description of our responsibilities for ihe audit of the ftnancial statements is located on the Financial Reporting Council's wcbsitc at www.frc.org.uklauditorsresponsibilities. This description fomis part of our Report of the Independent Auditors. Use of our report This report is made solely to the charitable company's members, as a b(xly. in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's ￿eMberS those mall¢rs we are required lo state lo in an auditors, report and for no other purp08e. To thc fullcst extent perniitted by law, we do not accept or assume responsibility to anyone other than the charitablc company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have fonned. L4A Anne Mead Bsc FCA (Senior Statutory Auditor) for and on behalf of Ashby Beny Coulsons Limited Statutory Auditor 2 Bel¥rave Crescent sca￿orOugh North Yorkshire Yoii IUB Date: 24 Sq)tember 2024 Page 10 Woodsmith Foundation Llmited Statement of Flll*llelAI Aetivlti ncorporailng AD Income and Expenditure A¢couDt) fow tbe YeAr Ended 31 December 21)23 Pericd 1.6.22 Ye*r Ended 31.12.23 31.12.22 Ullrestricted fund funds Notes Income and endowments from Donations and legacies I,(M￿,0[￿) Investment income 9,166 3,251 Totsl 1,009,166 3,251 EipeDdi¢ure oll Ch4rltable aetlvlties General activities Grant making 169,921 870 725 58,635 823 663 Total 1,040,646 882 298 NET INCOMFJ(EXPENDITURE) (31,480) (879.047) Re¢oncillatlon of funds Total funds brought forward 1ffi32J84 2,511.431 Totsl fund8 carrled forwird 1.61M).904 1.632 384 The not&4 forni part of these financial statsments Pagell Woodsmith Fo￿d•*I0￿ Limited (Rrystered number: 08087609) B*lADce Sheet 31 Deeember 2023 2023 Unrestri¢¢ed fulld 2022 Totsl funds Notes Flxed a89ets Investments io 106J91 101.925 Current assets Debtors C&sh * bank and in hand li 54,584 324 2244,519 2,051.132 1244,843 Crodltor8 Amounts fallin8 due within on¢ year 12 {419.411) (620.070) Net currettt 488ets 1624,773 Total assets lus current ]iobiiitieJ 1,73&112 1,726,698 Crediton Amounts falling due after more than one 13 (1372(18) (49.314) Provision8 for li4bllltieB 14 (45.0(M)) NET ASSETS 1632 384 Funds Unrestricted fimds 1600 904 1,632.384 Totsl fuDds 1.632.384 These fAn&ncial statements have been prepared in accordance with the provisions applicable to charitable ¢ompanies subject to ihe small companies regim¢. The financial stateTttents were approved by the Board of Trustees and authorised for issue on ,.23../..ql..lo.%.fr.. and were Signed on its behalf by: I C Swales- T￿￿tee The notes forni part of these financial stalem¢nts ge12 Woodsmith Foundation Limited Cash Floiv Statement for the Year Ended 31 De¢ember 2023 Peri 1.6.22 to 31.12.22 Year Ellded 31.1123 Notes Cash floJv3 from opergtlftg acdvltie8 Cash generated from operations 252ffj71 633,389) Net cash used in Ol￿atIng activities (633,389) Cash from Inve8tillg ¥ctivitie8 ]knha8e of fixed ass¢1 investments Interest received {870) 3.251 Net C&8h provided by investing aetiviti 2.381 Change in cash and e98b equivalents ill the reporting period C48h alld e*sh equivgleDts at the beginning of the reporting period (247,Wll) (631,OQ8) 2 875 527 Casb and ¢4sb ¢quiv*lents It the end of the reportlng period 1,99A548 2,244.519 The note8 fom part of these financial statements Page 13 Woodsmith Foundation Umited Noles to the Casb Flow Ststemtnt for the Y￿r Ended 31 Deeember 2023 Recontill*tiOD of net ￿PendItUre to Aet ¢4sh flow from optrating aetivi¢i Period 1.6.22 Year Ended 31.1223 31.12.22 Net tipendlture for the reportlng period (48 per the StAtsmeAt of Fln•oclal Aetlvltles) Adju8tmeDts for: Interest r￿e1Ved (Incre&seydecre85e in debtord (DecTeas¢yin¢rwe in creditors (31,480) (879.047) (9,166) (54,260) 157,76 (3251) 9.741 239.168 Net eash used in operailon8 252 671 633,389) Att8ty8is of chAnge9 ntt fund At l.1,23 Cash flow At 31.1223 Net eash Cash at bank and in hand 44 519 1996 548 247 971 44 519 1996 548 Total 1996 548 The notes forni part of these financial statements Page 14 Woodsmlth Foundation Umited Not&9 to ¢ht Flnanctsl Ststsmettts for the Year Ended 31 December 2023 Aecounting polides Gen¢r•l inforniadon Woodsmith Foundation Limited is a charilable Company limited by guarantee and registered in Engl8J)d I Wales. In the event of the charity being wound the liability in respect of tlie guarantee is limited to £10 per member of the Charity. Th¢ address of the regi.stered ofti¢e is given in the chttrity information on page l of these financial slatements. The natur¢ of the charity'8 operntions and principal aelivilies a￿ to make grants towards projects and individuals/organisations which meet the criteria set out in the ¢harity's objects. Basi8 of prepAring the finallelal gtstements The charity constitut4s a public benefit entily as defm¢d by FRS 102. The financial 8t&temeftts have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practi¢e applicable to charities preparing their accounts in accordance with the I,'inaiiLial Reportii)g Staiidard applicable in ihe UK and Republi¢ of Ireland (FRS 102) issued in October 2019. the Finan¢ia5 Reporting Stand￿￿ applicable in th¢ United Kingdom and Republic of Ireland (FRS 102). th¢ Charilies Act 2011. the Companies Act 2006 and UK Generally Acc¢pted Pr&tice. The financi￿ statements are pwar¢d on a going concern b&sis under the historical cost conventio modified to includ¢ certain items at fair value. The financtal statements are presented in sterling which is th¢ futtctlon￿ currency of the charity and rounded to the nearest £. The significant aciounting wlicies applied in the preparntion of these fiiiancial stalements are 8et out below. Tliese policies have been consistently applied ts) all y¢8rs presented unless Otherwise stated. The accounts for the comparative period wetE prepared for a short¢ned period of 7 months ftDm I June to 31 Dec¢mber 2022 to align the charity's accounting period to that of Anglo American in anticipation of revenue Tylaied donations once the INoodsmith mine goes into production. Judgemettts and key sollr¢e8 of estimatioll nttcert*lnty The Trustees consider that no judgements, apart from those involving eslimates, have been made in the process of applying the above accounting policies which have had a significant effect on amounts recognised in the financial statements. The Trustees Consider th&t no key &8sump(ions concerning the fulure and other key sources of estinialion uncertainty 81 the reporting date have Ixen made which have a significant risk of caLising a material adjustment to the carrying amounts of assets and liabilities within the next financial year. FuDd8 un￿striCted funds are available for use at the discretion of the Trustees in furtherance of the general objectives of the charity and which have not been designated for other purpw. Fund eomparatives The charity has had only one, wirestri¢ted. fund during the current and pr¢vious year the￿fore comparative inforniation is available from the primary financial 51atemen Income Income is rffognised when the charity h&8 entitlement to the funds, any perfornwice conditions attached to the item(s) of incom¢ have been meL it is probable that th¢ incom¢ will be received and th¢ amount can be measured reliably. Page 15 continued... Woodsmith Fouttdation Limited Notes to the Financial Statements- ¢ontinued for the Ye*r Ended 31 December 21)23 Accounilng p)Ilcie4- ¢omdllued Don*ted s¢rylee8 and facllldes No amount is included in the financial 51atements for volunteer time, including time sp¢nt by Trustees in as848sing and monitoring grdnls. in line with the SORP (FRS 102). Adminislrative support. for which no char8e is made, is provideAI by An810 American. Further d¢t&il is gtven in the Truste¢s' Annual Report. Investment income r¢eeivable Interest on funds held on deposit is included when receivable and the amount can be me&8ured reliably by the charity: this is norn)ally utM)n notification of the intsrest paid or payable by the Bank. Dividends are r¢cogni3ed once the dividend has been d¢¢lared and notifl￿tIOn h88 FÈen received of the dividend due. penditure Liabilities are recognised as expenditure as soon as ther¢ is a legal or conslrnctive obligation committing the charity to that expenditure, it is probable that settletnent will be required and the amount of the obligation Can be me&sured reliably. All exwiditure is accounted for on an ￿n￿lS b&8is. All expenses, including support C08t8 and govemanee ¢osts, are allocated or apporttoned to the applicable expenditure headings in the stat¢ment of financial activiti￿. Expenditure on charitable activities includes the ¢osts of activiti¢5 undertaken to fillther the purposes of the charity and their associaf¢d supw)rt costs Support wsts are those functiOTts that &8sist the work of the charity but do not directly undertake charitable ￿tivIties. Support cosls include administrative and 8overnance costs. Governance costs comprise all costs involving the public accountability of the charity and its compliance with regulation and good practice. Grants p&yabl¢ are payments made to ihird parties in the furtherance of the charitable objects of the Foundation. the ¢&se of an unconditional grant offer this is accrued once the recipient has been notifi¢d of the grdnl award. The notification gives the recipient a re&sonable expectation that they will receive the one-year or multi-year granL Grants awards that gr¢ SUbj￿t to the ￿cipl￿t fulfilling forniance conditions are only accrued when the recipient has been notifi¢d of the grant and any remaining unfulfilled condition attaching to that grant is outside of the control of the Foundation. Provislons for grants are made when the intention to make a grant been communicated to the recipient but there is uncertainty &s to the timing of the wt or the amount of grant payable. Irreeoverable VAT Irrecoverable VAT is Charged as a cost against the actlvity for which the expenditure w&8 incurred. Investments Investments are Yd forn) of basic financial instrument and atE initially recognised at their transaction value and subsequenily measured at their fair value as at the ba18nce sheet date using the closing quoted mid-market price. The statement of financial activities includes the net gains and lows arising on revaluation and disposals throughout the y¢ar. Page 16 continued... Wood$mitb Foundgtioll Limited Nots8 to the Fin4Dcial S¢atsmellts- continued for the Ye*r Ended 31 December 2023 Aecoundng pollelt8- tolltinued InvestJDents Debtors •nd credltors recelvable I pfiygble within one ye4r Debtors and creditors with no stated interest rnte and receivable or payable within one year are re¢orded ￿ transaction price. Any Ioss¢s arising from impoirnlent are recognised in expenditure. Imp4irment Assets not measured at fair vAlue are reviewed for any indication that the asset may be impaired at ea¢h balance sheet date. If such indication exists, the recoverable amount of the ass¢L or the asset's cash gen¢ra¢ing unit. is estimated and compared to the canying amount. Where the carrying amount ¢x¢eeds its recoverable amount, an impairn)ent loss is recognised in pnjfit or loss unless th¢ ￿Se¢ is carried at a rev81u¢d amount where the imp&imient loss ts a ￿V￿uatiOn dec￿&8¢. Provisions Provisions are recognised when the charity has an obligation At the balance sheet date as a result of a p￿t ¢ven¢ il is probable that an outt]ow of economic benefits will be required in settlement and th¢ amount be reliably ￿tIMated T￿￿tIon The charity 18 exempt from corN)rntion tax on its charitable activitits. Going ¢oneerD The financial statements have been preparnl on a going concern b&8is a5 the Tn￿tee8 believe that no material uncertainties exist. The Trustees have considered the level of funds held and the expected level of income and expenditur¢ for 12 months from authori5ing these financial $tat¢m¢nts. In their view the budgeted income and expenditure 15 SUtTicient with th¢ level of reserves for the charity to be able to continue as a going concern. Don8tioD8 8nd le8acie8 Peri 1.6.22 Y￿r EDded 31.12.23 31.12.22 Donations from Anglo American Page 17 continued... Woodsmith Foundgtlon Limited Nots8 to the Flllaneial Ststements- eontillued for the Yewr Ended 31 December 2023 Jllvestment lll¢om¢ Period .6.22 Year Ended 31.12.23 31.12.22 Interest from CAF Bank accounts Interest from CCLA deposit thnd 4,699 2.381 870 Charitsble a¢tivitieJ eojts fl￿ding of activities (see note 5) Support costs (see note 6) Dir¢rt C08ts Totsls CoTe activities Grant making I￿,143 9.778 169,921 870 725 Core activities costs encompas8 the cost8 of running the grant community organisation development programmes. Compar*tlves for eharAthble actlvltie8 Ctsgts Period l June to 31 December 2022 Cor¢ activities Grani making 52.537 6,098 58,635 823,663 799 426 799,426 30.335 882 ?98 Grants ￿y￿ble Period 1.6.22 Y￿r Ended 31.12.23 31.12.22 Grant making 854.199 799,426 Page 18 continued... Woodsmith Vound*tlott Limited Notes to the Fln•n¢ig1 SthtsD)¢nts - contlnued for the Year Ended 31 December 2023 Grants ￿￿ble- eontinued Grants paid during the year were all made to Instituti(￿ except for 17 grants made und¢r the Young & Talented pro¥ryamme. Grants awarded are summarised below. Number of Aggregatt reciplents gmount awarded Aggre%4te iD8talmeDts paid in ye*r Amount of grant Espr¢ssions of Interest Over £lOO.000 Commllnity A&qets Over £50,000 Achieve Education Programme Over £250,000 £150,000 to £250,0(N) £10,000 to £30,000 Und¢r £lO.(X)O COMM￿nIty Gr4nt8 £5,000 and under Dormanstowll Seed Fund Under £2,000 Klng's Corongtion Under £500 Funder Plus Under £5,(K)O Challenge Fund- Employment & Skills £30.000 to £35,(M)O Young & Talented Under £2.IKIO Sthool H*rdsbip £l.O(K) each Cost of Lfvillg Under £5000 103.265 30,165 65,(K)O 65.0(X) 297,136 134,639 22.000 9,013 108,049 49.070 5,000 9.013 199,968 110,374 4.729 £4,729 19 6.887 6.887 7,932 4.862 65.355 17 22.516 22,516 1.000 6,0 Previous years, ￿nts not taken up 91.241 Totsl 187 854,199 462,665 Recipients of grants for £IO.O(M) and alx)ve award￿ in the period Eipression5 of Interest Whitby Lobster Hatchery Community A58ets Saltburn Skatepark & Sports CIC AcbSev¢ EdU￿tiOn Programme North Yorkshire Youth Limited RedcaT & Cleveland Council North Yorkshire Coast Research School Challenge Fund Clean Slate Solutions Gallows CIo8e Centre 103,265 65,0(M) 297.136 134,639 22,(H)O 34.000 31,355 Further information aboW the grant programmes and grantee5 can be found on the clwity's website at https:Ilwoodsmithfoundation.org.ukl. Pag¢ 19 continued... Woodsmith FouDda￿oD Llmited Notes to tbe Thanci41 St8tements - ￿ntinUed for the Year Ended 31 December 2023 Support eoyts Governance costs Management Total8 Coro ￿tiVitieS Grant making 4,959 16,526 4,819 9.778 2&304 CompAratives for support costs Peri(xl l June to 31 D￿ernber 2022 Core activities Grant making 481 5.617 6.098 24.237 24.718 5,617 30,335 Auditor's remulleratioD Period 1.6.22 to 31.12.22 Year Ended 31.12.23 Audit and aceounts prep￿ion- curffnt period Audit and acrA>unts preparation- previous wiod Payroll administrdtion 3,7 3.600 1.080 371 4488 5,051 Support Costs, included in the abov¢, ar¢ &$ follow5: Mana8em¢nt Period 1.6.22 Year Ended 31.12.23 31.12.22 Totsl activities Cor¢ activities Grant makin8 activtties Grant publicity. as8e&8ment & monttoring Training and confrrences Trnvel and meetings Bank charges Payroll &dministratiort 16,526 1&526 373 3,728 24237 375 3,728 iio 371 4,959 21.483 24,718 Pag¢ 20 continued.. Woodsmith Foundatioll iamited Notes to the FlnanciAI Statements - ¢olltlnued for ¢he Year Ended 31 De