Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 Company registered number: 09578830 Charity registered number.. 1165054 TELLES FOUNDATION {A Company Limitsd by Guarante8) TRUSTEES, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) CONTENTS Page Reference ind Admlnhtratbve Detalh of the Charlty. Its Trnstee$ and Advl¥er4 Trustees. Report (incorporating Strategic Report) Stat8m•nt of Tru$t••s' Rasponsibilities Ind•p•nd•nt Audltor's Report on the Flnanclal Stat•ments 10-13 Statement ot Flnanclal ActlvbtleB 14 Balanee Sheet Statoment of Cash Flows Notè8 to thè Flnancl41 Statsmènts 17-26 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARtrY. ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 DECEMBER 2023 Trustees Marina Medley De Sa Teutly Correia Claudio Garcia Christian Telles Fabn221a Telles Marcel HerTmann Telles Max Telles Marcel Herrmann Telles Fabrvzzia Telles Christian Telles Max Telles Members Company r•ghttrod number 09578830 Charlty r¢gl8t•r•d numb•r 1165054 Rog1$t•r￿ offlctr One 8artholomew Close London EC1A 78L Company 8ocretary Broa0￿aY Se¢retarie$ Limrted Independent audltor MHA Slalulory Auditor 6th Fbor 2 London Wall Place London. United Kingdom EC2Y SAU Solicltors BDB Pitmans LLP One Bartholomew Ck)se London EC1A 7BL Page 1 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A company limited by guarantee) TRUSTEES, REPORT Iln¢orporatlng tho Stratoglc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 The Truslee5' submit their annual rew)rt IirKorw)raling the Strategic Report) and the audited financial ststemen15 for the year ended 31 December 2023. The financial statements compty with the Charities Act 2011. the Companies Act 2C#]6, the Charity's Memorandum and Articles of Association. and Accountsng and Reporbng by Charities.. Statement of Recommended Pra￿lee ISORPI applieable to ch8rib.es preparing their accounts in accordance with the Financial Reporting Stsndard applicable in the UK and Republic ol I￿land IFRS 1021 (effective 1 January 20191. Structure, Governance and Management The Telles Foundation Ilhe 'Charity'l was established on 7 May 2015, as a charitable company limited by guarantee. The Charity is governed by both ils Artic￿ and Memorandum ol Association dated 7 May 2015 as amended by special resolutions the last ol which was dated 23 October 2021 and by ils Bye-Laws dated 7 May 2015 as amended by resdution the last of which was dated 16 September 2023. The Trustees obtain ongoing training as determined appropnate. The names of all those who were the Charty's Trustees on the dale the report was approved are listed on page The Trustees of the Charity are Directors lor company law purposes and arè appointed In accordance with the Articles ol Association ol the Charity by the members. W)en new Trustees are appointed, they undergo an orienlalion to brief them on their legal obligations under Charity and company law. the Charity Commission guidance on public benefrt". the conlenl of the Memorandum and Articles ol Association. the committee. and decision-making prtxesses.. and the Charity's grant making plans and r￿ent financial performance oflhe Charity. The Trustees of the Charity have delegated asFects of the day-ltrday management and administration to the Management and Operations Committee Ilhe M&0 Commltteel, which is governed by its Terms of Reference. The Trustees have also de￿ated responsibility lo the Technology Committee lo build the Charity's existing knowledge of the technology workforce markel and to help devebp alliances with appropriate partners. Again. this committee is governed by its Terms of Reference. Administration services are provided to the Charty by BDB Pilmans LLP. As a result. the Chanty did not employ any personnel. The Key Management Personnel of the Charity are therefore deemed lo be the Trustees. None of the Trustees received ￿mUneration or other benefit from their work with the Charity in their capacity as Twslees. Rbsk rnanag•ment The Trustees have a duty lo identify and review the risks lo which the Charity is exposed and to ensu appropriate controls are in place lo provide reasonable assurance against fraud and error. The Charity maintains a Risk Register which identifies the key issues faced by ihe Charity and sleps to mitigate those risks. The Charity also has In place an Anti-money Laundering Policy. a cOnfl￿ts of Interests Policy, a Data Protection Policy and a Safeguarding Policy. Page 2 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION IA company limited by guarantee) TRUSTEES. REPORT Iln¢orp¢ratlng ¢h• Strat¢glc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 Related arties As dinNo 17 unts has provided grant funding to Sonho Grande Institute IISGI., Marina Medley De Sa and Claudio Moniz Barrelo Garcia were- during the relevant financial year- two of the four board members of ISG and, as a result, this grant rdalionship meets the definthon of a ￿lated party Iransaclion. has provided grant ftjnding to Inslituto So¢￿1 para Motivar, Apoiar e Reconhecer Talenlos Il$marti'. Claudio Moniz Barreto Garcia was - during the relevant financial year - one of the four board members of Ismart and, as a resutt, this grant relatsonship meets the definition of a related party transaction. has provided grants lo Fundago Esludar. Marcel Herrrnann Telles was - during the relevant financial year - one ol the four board members and, as a ￿$urt. this grant relationship meets the definition of a related paty Iransadion. has provided grants to Instiluto Telles. Marina Med* De Sa and Claudio Monll Barrelo Garcia were- during the relevant financial year- associates of Instrtulo Telles - as a result, this grant relalionshlp meets the dehniknon of a related paty transaction. The Trustees have in place a Conflicts ol Interests Policy, which govems the way in which potential, perceived and actual conflicts ol Interests are deC￿red by the Trustee concerned and managed by the Board. As part of this, the Trustees declare conflicts of interests at Board meetings and also complete 8 Conflicts ol Interest Declaration Fom). Obl•ctlv•s and a¢tlvltl•s The Charity's objects are restricted specifiealty to the advancement and promotion for the public benefit of education for Brazilian students, regardless ol where they are studying, particularty but not exclusivety, by improving the quality ol education ol young people, propelling extraordinary talent and supporting tech education lor employability, by such means as the Truslees may in their discrets'on think fft. Thè ￿¢uS ol the Trustees during the reporting penod was to eonlinue the Charity's grant making activities in line with the Charity's Grant Making Policy. The following values infomi all of the Charty's aclivilies.. Quallty and high Impact.. We priorilize initialives that greatly impact the lives of Ihe people they benefi't. We hope that these young people become agents of IranSfom7at￿n in their communities. Pragmat15m and focus.. We promote and seek to bilng the be5tPTactices foranalysing project results, allowing for a more objective. conslstent and sustaifiable assessment. Bringing new ideas to lrfe. We are always I(￿)kIng forbnlliant ￿eaS both wifhin and OUts￿e Brazil. We seek ideas that can scale and sel out lo solve the countrys educational challenges. Alliances and partnerships for exponential impact.. We team up with partners who are leaders in their areas of expertlse and aTr willing loioin fo￿5 to achleve significant iffjpacls. The Charity launched a website https 1ltellesloundation.ukl in 2022 to enable Ihe general public and potential beneficiaries to gain a greater understanding of the Charity'5 work. The webslte has been developed dunng the levanl financial year. Page 3 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION IA company limited by guarantee) TRUSTEES. REPORT Iln¢orp¢ratlng ¢h• Strat¢glc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 Achievements and pertormance The Charity continued to build on its grant making relat￿nShiP with ISG and l$mart, the Charity's 'strategic grant recipients, identified by the Board. During the year the Charity entered into grant agreements amounting lo $25,625.759 lof which $325,912 relates lo grant refunds that have been committed. and $21.448.777 was paid out in 2023 noting that some funding was committed to in 2021122 and Sorr￿ funding will be paid out in frjture years) of grants to the following educational insif(utions'. $490,728 10 Babson College. to fund the Babson Biazilian Scholars Program. which supports Brazilian students from financialty disadvantaged backgrounds. $452,648 was paid in 2023 and the remainder is to be paid in 2024 and 2025. $200.000 lo Generabon.. You Employed. Inc.. an education nol-for%)rofiL The purpose of this grant is lo help Generation fund the expansion of eyisling training pr¢yJrammes In Brazil In Java. Mobile, .NET and Javascripl Development and lo deploy a new programme in lechnobgy Ickiud and Dalal. This grant was paid in 2023. $9,024,333 to ISG, a not-forf*rofft organisalion that works lo improve the quality of Brazilian public education. The purpose of this grant is to support ISG'S work relating to the development and feasibility of scalable initiatives with high Impact on public educat￿n. This grant was paid In 2023. $139,609 to Fundago Esludar. a private loundalion. to support FundaGao Esludar Tech Fellow in closing the gap betsveen the tsch in(luslry and young leaders (all funds paid in 20231. $390,000 lo Funda#0 Estudar, lo support Fund¥o Esludar leaders, ILlderesl studies which includes offering educational development and financial supwrt lo disadvantaged high potential young leaders (all funds paid in 20231. $151,250 to École 42. a not-for-profil coding school. The purpose of this grant is lo support École 42's mission to expand innovative learning for individuals who seek to be protagonists in the digital world. This was the remainder due of a grant committed to in 2022 Iwth $343,137 paid in 20221. $9,969,787 to Ismart. a nol-for*rofil organisats"on, lo support their aim lo assure the development of young Ismart students into lea(Jership wsitions within their professional careers. This grant was paid in 2023. $242,526 to Inteli, a not-for-profil educational organisation. to provide scholarships to underprivileged Brelilian studen15 between 2022 and 2025. The first instalment of this granl1$80,0001 was paid in 2022, the second Instslmenl of $80.842 was paid in 2023 and the ￿m31nder Is due in 2024. $346.893 to Inleli, lo provide scholarships to underprivileged Brazilian students belween 2023 and 2026. The first in5talmenl ol this granl1$109,4851 was paid in 2023 and the remainder is due In 2024, 2025 and 2026. $611,023 to University Colege London IUCLI lo establish a scholar program lo support Brazilian students admitted in the academic year 2023-2024. The first instalment of this grant $30,702.50 was paid in 2022. the second instalment of $117.944 was paid in 2023 and the remainder is due in 2024. 2025 and 2026. Page 4 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION IA company limited by guarantee) TRUSTEES. REPORT Iln¢orp¢ratlng ¢h• Strat¢glc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 $586,8811o UCL to establish a scholar program to support Brazilian students admitted in the academic year 2024-2025. The first instslmenl of $10. 124 was paid in 2023 and the remainder Is due in 2024, 2025. 2026 and 2027. $2.500,000 lo University of Illinois Foundation to support the collaboration with Insper Insliluto de Ensino e Pesqui5a on the creation and development of a highty innovative Bachelor of Computer Science in Brazil. The first instslmenl of this granl1$500.0001 was paid in 2023 and tre remainder is due in 2024, 2025. 2026 and 2027. 554.167 to Instituto Telles, a privale associats'on, lo initiate ihe development of a programme with Institulo Te￿Mar which SUPPDrts the integration of talented young, low-income Brazilians into the technology rnarkel (all funds paid in 20231. $680,362 to Inslilulo Telles lo support fotsr independent projects wlh the aim of advancing technical edu¢alion, computer programming and tech challenges. The first instslmenl of $449.950 was paid in 2023 and the rernainder is due in 2024. $98.200 to University ol Notre Dame lo support one Brazilian low-lncome student lo undertake the Computer Science undergraduate course al the Universrty for four years. The first instslment of $24,550 was paid in 2023 and the remainder is due in 2024. 2025 and 2026. $80.000 to L*in American Leadership Foundation, a US non-profit inslilulion. lo support 40 Iow4ncome Brazilian students be￿eefi 2023 and 2024 app￿ing to Techrfelaled fields in lop global universities. The first instalmenl of $40.000 was paid in 2023 and the remainder is due in 2024. $60,000 lo SHM Foundation, a private association, io support the improvement of education and employment opportunities for young people (all funds paid in 20231. In making these grants the Trustees have had due regard to the Chanty Commission's guidance on public benefit. Page 5 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION IA company limited by guarantee) TRUSTEES. REPORT Iln¢orp¢ratlng ¢h• Strat¢glc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 The ffloniloring of the 5ucce5s of these gran15 will be caffled out in accordance with the rigorous monitoring and reporting obligations in¢lLJded in the Charity's Grant Temis and Conditions and in the Charity's template Grant Reporting Form. The Charily has also established a Grants Committee. which takes de￿ated respDnsibility on behalf of the Trustees for overseeing, monitoring and evaluats.ng all grant making activities to ensure Ihey are in accordance with the Charity's charitable objectives and consistent wilh the Board's grant making 51rategy. We have set out below the Foundation's pl￿e$S to evaluate and nKJnitOf the impacts of ils grant funding.. Following approval by the Board andlor the Management and Operating Committee las applicable) of a grant recipient's proposal, the Charity issues them with it5 Standard form Grant Terms and Condibons and a Grant Ofler Letter Ilhe Grant Agreement). The Grant Agreement sets out the terms and conditions ol the financial support lo be granted by the Charity. including milestones and goals expected lo be achieved by the ocganisalion wilhin the commitmenl period agreed by the parties. The Grant Agreement also imposes on grant recipients a number of requirements in relation to accounting, complianee and governance matters, as well as various reporting obligations, which thè Charity uses lo mnitoi the grant funded activities and Impael achieved by the organisalion. b. In addition lo the monf(oring provisions in the Grant Agreen*nl. the Charity Puts in place a monitoring programme with each organisation, which includes.. Meelin s.. a biwfnonlhty meeting, which aims to monitor and make SU￿ that the achievements of each milestone defined in the Grant Agreement are being accomplished., LL2QQts'. the delivery by the organisatson of a grant rep)rt, which not only tracks the main aspects of the grantees. such as financial information. operational information (milestones. impact. public benefit. etc.), relevant changes or challenges that the organisalion has been through (Juring the period. elc. but also requires evidence and assurance that the grant provide(J by the Charity is being used for the purposes granted., in L22Lg'. once year a main Board Meeting of the Charity is held. al which the Truslees review all grants made by the Charity. as well as assessing whether there has been a proper use of the funds granted. and consideration the grant recipient's achievements and any lessons learned. If grant recipients do not meet the milestones delemine(l and the impact expecte(l. the Charity does not provide any further grants. In addibon. the Grants Committee hobjs its meetings be￿een the Board M&81ings. Given the Charity makes grants lo organisations wlh different mission5 and purposes, Il has created Specific KPIS to help measure and track the impact of rts grant aclivilies. These KPIS a￿ separate¢J into 3 different strands, name￿ lil Tech Education for Employability. lill Scholarship. and liiil Public Educab'on Initiatives. Page 6 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION IA company limited by guarantee) TRUSTEES. REPORT Iln¢orp¢ratlng ¢h• Strat¢glc Report) FOR THE YEAR ENDED 31 DECEMBER 2023 The Charity has been tracking the impact of each grant recipient organisation according to the KP15 for each sector, as detailed bek)w'. 1. Tech Education for Employabilty.. a. Number of placed students in tech careers., Gonoratlon- 67% E¢ol• 42.. 710 b. The average of income generated by the program for each student.. Generation: average salary of R$ 3.344.33- 5x Increase in salary after completing the program Ecole 42.. .The organrLat￿n do not measure the generated income yet. c. The relents'on rale Inumber ol students who ffinished the program andlor the number of students in the same company after 1 yearl. Generatlon: 90% Ecole 42.. 730 2. Scholarship a. Student's a￿deMiC performance.. Babson.. Gt)od IGPA be￿een 3 and 41 UCL. Excellent IGPA between 4 and Sl Inleli Excellent IGPA between 4 and 51 ISMART.. Average IGPA beknn 2 and 3) b. Number of placed scholars right after receiving the scholarship lemployabilityl," Babson.. 100% UCL.. don't have any graduates yel Inleli don't have any graduates yel ISMART.. 88Q/o c. Number of students who have 8 career path connected lo the digital economy. Babson". 69% UCL. don't have any graduates yel Inteli. don't have any graduates yel ISMART. 57% 3. Public Education (Sonho Grande Inslilulel, a. Number of attended beneficiarieslschooL8 Directty supports 5.9 thousand schools b. The academic improvement of each statelsch¢)ol attended by the project. Improvement of 0.3 in the Basic Education Development Index IIDEBI for fvlklime high schools compared to regular schools (from 4.1 to 4.41. After receiving and anatysing all the Grant Reports by the organisatson. the Chanty gives feedbacks to each organisation and tracks the outcomes of each milestone untsl the end of the grant period land if such milestones are not achieved, the grants are suspenijedl. Page 7 Docu$ign Envelope ID.. Do4A44B7ffj13￿417￿c6￿D8E8g6DE8C3s TELLES FOUNDATION IA company limlted by guarant¢*l TRUSTEES. REPORT (incorporating the Strategic Report) FOR THE YEAR ENDED 31 DECEMBER 2023 Financial r•viow The financial statements have been prepared for the year ended 31 December 2023. In line with FRS 102 the eurrenl year figures and the comparative figU￿S have been presented in the Charity's functional currency which is USD1$1. During the year the Charity raised $NIL donations (2022.. SNil), received grants of $48,000.000 (2022.. $20.000.OOOJ and received Investment income of $141,305 (2022.. $30,921). The Charity expended funds of $25,716.695 (2022.. $1,671, 12n primarity on grants. legal. travel. events, administration and govemance costs. As a rgsull, the Funds carried lo￿ard al the year-end were $28,705,184 (2022.. $6,205,518). The Trustees have ex*mined the future anticipated cash flows of the Charity and are satisfied that the Charity ha5 sufficient resources to meet its continuing obligatsons. R•sorv•8 pollcy & golng ¢onc•rn Al the year end the Charity held unrestncled reserves of $28,705.184 (2022.. $6,205,518). which represents the Charity's free resources available lor grant making purposes in fulufe years. The Charity does not hold a sel level ol reserves. All operab'onal expenses are mel under an arrangement with the Charity's fvnding partner. Therefore. the Twslees do nol consider there is a need for a formal reserves poli¢y. However, the Charity's aim is lo hokl at least 6 months, worth of cash reserves to cover operational expenses at any one 'me. The Board considers that il has adequate financial reserves lo continue lo deliver on its plans and has reasonable expectation that the Charity will have adequate resources lo continue In operational existence for the foreseeable lulure. Plans for futur• perbods The Charity has Continued lo build ¢)n rts grant making aetivrties. Including by making grants to new recipients such as The Khan Academy anLI plans lo increase ils income and grant expenditure in future periixls. Besides that. the Foundalion intends lo continue to expand rts scholarship programs to provide more access to 8razilian low-income students. Approved by order of the members of the Board of Trustees and signed on their behalf by,. Marlna Medley De Sa Trustee Dale.. Sep 24, 2024 Page 8 Docu$ign Envelope ID.. Do4A44B7ffj13￿417￿c6￿D8E8g6DE8C3s TELLES FOUNDATION IA Company Limited by Guarantee) STATEMENT OF TRUSTEES. RESPONSIBILITIES FOR THE YEAR ENDEO 31 DECEMBER 2023 The Trustees (who are also the directors of the Charity for the purposes of company lawl are responsible for preparing the Tru51ee5' Report including the Strategic RepK)rt and the financial statements in accordance with applicable law and United Kingdown Accounbng Stanijards (United Kingdom Generally Accepted Accounting Praclicel. Company law requires the Trustees to prepare financial stslements for each financial year. Under company law, the Trustee5 musl not approve the financial 5talemen15 unless they are satisfied that they give a true and fair view of the slate ol affairs of the Charity and of its incoming resources and applicats'on of ￿SoUrCes. including ils income and expenditure. for that period. In preparing these financial statements. the Trustees are required lo.. select suitable accountsng policies and then appty them consislently.. observe the methods and principles of the Charities SORP IFRS 1021., make judgements and accounting estsmates that are reasonable and Pfudent". stsle whether applicable UK Accounting Stsndards IFRS 1021 have been followed. subject to any material departures disclosed and explained in the financial statements., prepare the financial statements on the going concem basis unless il is inappropriate lo presume Ihal the Charity will continue in operation. The Trustees are responsible lor keeping adequale accountsng records that a￿ sufficient lo show and explain the Charity's transactions and disclose with reasonable accuracy at any time the financial position of the Charity and enable them lo ensure that the financial slalemenls comFly with the Companies Act 2006. They are also responsible lor safeguarding the assets of the Charity and hence lor taking reasonable steps for the prevention and detection of fraud and other irregularities. In 80 far as the Trustees are aware". there is no relevant audit informal￿ft of the Charity's auditor is unaware.. and the Trustees have taken all steps that they ought lo have tsken io make themsefves aware of any relevnl audit inlom)alion and lo establish that the auditor 1$ aware ol that information. Approved by order of the members of the Board of Trustees and signed on its behalf by". Marina Medley De Sa Trustee Datè.. sep 24, 2024 Page 9 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TELLES FOUNDATION Opinion We have audiled the financial statements of Tel￿S Foundation lthe 'charitsble company'l for the year ended 31 De￿mber 2023 which comprise the Siatement ol Financial Activities. the Balance Sheet, the Statement of Cash Flows and the related notes, including significant accounting policies. The financial reporting framework that has been applied in their preparab.on is applicable law and United Kingdom Accounting Standards, Includin9 Financial Reporting Stsndard 102 'The Financial Reporting Standard applicable In the UK and Republic of Ireland, (United Kingdom Generally Accepted Accounbng Practicel- In our opinion the financial statements.. give a true and fair view of the 5tste of the charilabk compan￿$ affairs as at 31 December 2023 and of ils incoming resources and applicab.on of resourees, including its ineome and expenditure for the year then ended.. have been prope￿ prepared in accL)rdan￿ wth United Kingdom Generally Attepled Accountin9 Practice. and have been prepared in accordance with the requirements of the Companies Act 2006. Ba$18 lor oplnlon We conducted our audit in accordance with International Standards on Auditing IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further deseribed in the AuditC)rfs responsibilities for the audit of the financial statements seelion of our report. We are Independent ol the charitable company In accordance with the ethical requirements that a￿ relevant lo our audit of the financial statements in the United Kingdom. including the Financial Reporting Council's Ethical Standard. and we have fulfilled our other ethical responsibililies in acwrdance with these requirements. We believe that ihe audit evidence we have obtained is sufficient and appropriate lo provide a basis lor our opin￿n. Conclu8lon8 relatlng to golng concern In auditing the finaneial statements. we have eoneluded that the Trustees, use of the going concern basis of accounting in the preparation of the financial statements is appropnate. Based on the work we have performed, we have not identified any material uncertainties relating to events or eonditions that. individualty or collectivety. may cast significant doubt on the charitable cornpany's ability lo Continue as a going concern for a period of al lea51 iwelve month5 from when the financial statements are aulhorised lor issue. Our responsibilities and the responsibilibes of the Truslees wilh respect to going concem are described in the relevant sections of this TeFQrt. Page 10 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TELLES FOUNDATION ICONTINUEDI other inforniation The other information comprises the infomation included in the Annual Report other than the financial siatemenis and our Auditor's Report thereon. The Trustees are responsibk lor the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise eXplic￿Y stated in our report, we do not express any form of assurance conclusion Ihereon. Our resFK)nsibility is to read the other information and, In doing so. consider whether the other information is Material￿ inconsistent with Ihe financial statements or our knO%￿edge obtained in the course of the audrt. or otherwise appears lo be materially misstated. It we identify such material inconsistencies or apparent malerial misstalements, we are fequired lo delemiine whether this gives rise to a material misstatement In the financial statements themsefves. If, based on the work we have performed, we conclude that there ig a material misstatement of this other informab"on. we are required to report that fact. We have nothing to report in this regard. Oplnlon on other m•tt•rs pmcrlbed by Ihe Compan1•$ Act 2006 In our opinion, based on the work undertaken in the course of the audit the information gNen in the Trustees. Report. includes the Directors. Report and the Strategic Report prepared lor the purposes of company law. for the financial year for which the financial statements are prepared is consislenl wlh the financial ststemenls. the Strategic Report and the Directors. Report included within the Trustees, Report have been prepared in accordance wlh applicable legal requirements. Mattgrs on whl¢h we aro rgqulr•d to r•port by gXCePtlon In the light of our knowle¢Jge and understsnding of the chantab￿ ￿)MpanY and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the D1￿ClOrS, Report included within the Trustees, Repo(L We have nothing lo report in respect of the folbwng matters in rela￿n lo which Companies Act 2006 requires us lo report lo you if, in our opinion". adequate accounting records have not been kept, or retums adequate for our audit have not been received from branches not visited by us.. or the financial staternen15 are not in agreement with the accounting records and retums., or certain discbsures ol Trustees. remuneration specified by law are not made." or we have not received all the Informalion and explanations we require for our audit Responsibilities of Trustees As explained more fulty in the Statemenl of Trustees, Responsibilitses, Ihe Trustees Iwho are also the Directors of the chantable company for the purpose5 of company lawl are responsible for the preparation ol the financial statements and for being salisfie¢J that they give a true and fair view, and for such Intemal control as the Trustees determine is necessary to enable the p￿parats"0n of finanual statements that a￿ free from material misstatemen( whether due to fraud or error. Page11 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TELLES FOUNDATION ICONTINUEDI In preparing the financial stslements. the Trustees are responsible for assessing the chartsble Company's ability to conlinue as a going concern. disck)sing. as applicabk. matters related lo going concern and using the going concern basis of accounling unless the Trustees either Intend to liquidate ihe chariiable company or to cease operations, or have no realisb'c attemative but to do so. Audltorfs responslbllltles for th• audlt of the flnan¢lal $latsm¢nts Our objective5 are to obtain reasonable assurance atrM)ut whether the financial slalemenls as a whole are free from material misslatemenl. whether due lo fraud or errol. and lo Issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance. bul is not a guarantee that an audit Conducted in accordance with ISAS IUKI will a￿ayS delect a material misslalemenl when it exists. Misslalemenls can arise from fraud or error and are considered material If. individually or in the aggregate. they coukj reasonably be expected lo influence the economK decisions of users taken on the basis of these financial statements. Irregularities, including fraud. are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities. outlined above. lo detect material misststemenis in respect of irregularits'es, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detsiled below.. Obtaining an understanding of Ihe legal and regulatory framework$ that the entity operates in, focusing on those laws and regulations that had a direct effect on the financial slalemenls." Enquiry ol management lo identify any instsnces of known or suspected instances of fraud,. Enquiry of management and those eharged with governanc£ around actual and potential liligob'on and claims., Enquiry of management and those charged wth governan￿ al)out any instan￿$ of non 6,$89,816 519,880 6,069,936 Ca•h and cash •qulvalents at the end ol the year 15 781,288 6,589.876 The notes on pages 17 to 26 fom) part of these financial stslements Page 16 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 General Inforniatlon Telles Foundation is an incorporated Charity and is registered wf(h the Charity Commission (Charity Registered Nurnber 11650541 and Registrar of Companies Icompany Registration Number 095788301 In England and Wales. In the event of the Charity bein9 wound up, the IBbilty in resFect of the guarantee is limited lo £1 per Member of the Charity. The addre55 of the registered office 15 given in the Administratsve information on page 1 of these financial stslements. The nature of the CharWs operaty'ons and principal acts'vilies are delailed in the Trustees Report. Accountlng poll¢le8 2.1 Bas18 of preparatlon of financlal statemenls The financial statements have been prepared in ac¢ordance with the Charities SORP IFRS 1021 Accounting and Reporting by Chantses Stslement of Recommended Practice applicable lo charities preparing their accounts in accordance wlh the FinancBI Reporting Standaré applicable in the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. Telles Foundation meets the definib.on of a public benefit enb'ty under FRS 102. Assèts and liabilf(iès are Initially recognised al hisloneal cost or Iransactson value Un￿5$ olherwse stslèd In the relevant accounting policy. The financial statements are presented in US dollars whth is the fvnclional currency of Ihg Charity and rounded to the nearest ddlar. 2.2 Goln9 conc•m The Trustees have reviewed the finanaal position of the Charity and are Conlenl that the accoLJnls shouk1 be prepared using Ihe going concern assumption. They have considered a wriod of al least 12 months from the date of this report. and cOns￿er that there are no material uncertainties over going con￿rn for the foreseeable fulure. 2.3 Income All income is recognised once the Charty has enbuement to the income. il is probable that the income will be received and the amount of income receivable can be measured reliably. Gran15 are included in the Statement of Financial ActiVTtie5 on a receivable basis. The balance of income received for spectfic purposes but not expended during the peri¢)d is shown in the ielevanl funds on the Balan¢e Sheet. Where Income Is received in advance of enlrtlement of receipt, ils recognition is deferred and included in creditors as deferred income. Where enlillemenl occurs before income is received. Ihe income is accrued. Page 17 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Accounting policies {continued 2.4 Ex￿ndIture Expenditure is recognised On￿ there is a legal or constructive obligation to transfer economic benefit to a third party. il is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expendiluie is classified by activity. Chariiable acb'vilies and Governance costs are ￿$ts in￿rred on the Charitys operations, including support costs and costs relakn.ng to the governan￿ of the Charity apportioned to charitable aclwities. Grants payable are charged In the year when the offer Is made except In those cases where the offer is conditional, such grants being recognised as expenditure when the conditions attached are fulfilled. Grants offered subject to conditsons which have not been met at the year end are noted as a commitment, bul nol accrLbed as expendilure. All exFendilure is inelusive of irreeoverable VAT. 2.3 Int•re8t r¢¢elvab Interest on funds hekl on deposit is included when receNable and the amount can be measured reliably by the Charity., this Is normally upon nots'f￿110n of ihe interest paid or payable by the insb'iulion with whom the funds are deposited. 2.6 Forelgn currencle8 Monetary assets and liabilibes denominaleil in foreign currencies are translated into dollars al rates ol exchange ruling at the repo￿.ng date. Transactions in fOre￿n currencies are translated into dollars al the rale ruling on the dale ol the Iransaclion. Exchange gains and bsses are recc*3nised in Ihe Statement ol FinancBI Actiwlies. 2.7 Investments Current asset investments are short tem highty liquid investments and a￿ held at fair value using the ck)sing quoted market price. These include cash on deposit and cash equivalents wrth a maturity of less than one year. 2.8 Debtors Trade and other debloTs are iecognised at the setmement amount after any trade discount offered. P￿paYments are valued at the amount p￿pa￿l nel of any trade discounts due. Page 18 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Accounting policies {continued 2.9 Cash at bank and In hand Cash at bank and in hand includes cash and short4emi highty liquid investments with a short maturity of three months or less from the date of wuisilion or opening of the deposit or similar account. 2.10 Llabllltlos and provlslons Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event. rt is probable that a transfer of economic benefit will be required in settlement, and the amount ol the setuemenl can be estsmated reliably. Liabilities are rec(>Jnised al the amount that the Charity anticipates il will pay lo settle the debt or the amount it ha$ r￿e1ve{l as advanced paymenis lor ihe goods or services il musl provide. Provisions are measured at the best estimate of ihe amounts required to settle the obli9alion. Where the effect ol the tsme value ol money is malenal. the provision Is based on the present value ol those amounts. discounted al the pre-tax discounl rale that reflects the nsks specific lo the liability. The unwinding of the discount is recognised in the Statement of Financial Acliwties as a finance cosL 2.11 Flnanclal Instruments The Chanty only holds bas￿ Financial Instruments. The financial assets and financial liabilities of the Charity are as follows". Investments investments are classthed as basic financial insiruments and are held at their fair value as detailed in Note 10. Debtors - other debtors (including accrued Ineomel are basic financial Instruments and are debt instruments measured al amortised cost as detailed In Note 11. Cash al bank- is classified as a basic financial inslrumenl and is measured al face value. Liabililie$- accruals and other creditors will be classified as financial instruments, and are measured al amortised cost a5 detsI￿d in Notes 12 and 13. 2.12 Fund a¢¢ountlng General funds are unrestrthd lunds which are available for use at ihe discretion of the Trustees in furtheran￿ of the general obieth.ves of the Charity and which have not been designated for other purp05e5. Investment income. gains and k>sses are allocated to the appropriate fund. Cr?tscal accounting estimates and areas of judgement Estimates and judgements are contsnua1￿ evaluated and are based on historical expttrience and other factors. including expectations of future events that are believed lo be reasonable under the ircumstances. Page 19 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Income from grants Unrestrlcted fund6 2023 Total funds 2023 Grants 48,000,000 48,000.000 Unrestricted funds 2022 Total funds 2022 Grants 20,000,000 20,000,000 Inv•8tm•nt Income Unr•8trlct•d funds 2023 Total funds 2023 Bank and investment interest receivable 141.305 141,305 Unrestncled funds 2022 Total funds 2022 Bank and investment intere51 receivable 30,921 30,927 Page 20 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Grant fundlng of acllvltle$ 2023 2022 Current year granl commitments Refunds received on current year grant commrtments Refunds received on prior year grant commrtments Adjustments lo prior year commrtmenls Realised lossllgainl on foreign exchange 25,62S,759 1325.912) 1, 163, 705 (793) (416,669J 40,020 775,385 Total grant fundlng of act1v1t1￿ {Nots 71 25,299,847 7,502,248 Analys18 of •xp•ndlture by actlvltl•s Actlvttle# undertaken dir•ctly 2023 Grant funding of a¢tlviti•s 2023 Support costs 2023 Total funds 2023 Charitable activities 252.650 25,299,847 164,198 25,716.695 The grants committed during the year have been detailed within the Trustees Report and in Note 12. There were no staff in erther the current or p￿V￿)uS a¢￿untIng ￿n0d$. Ad1vit￿5 undertaken diwuy 2022 Grant funding of activities 2022 Support costs 2022 Total funds 2022 Charitable activ￿"e$ Tl,900 1,502,248 96,9T9 7,671, 127 Page 21 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Anatysl$ of $xpgndlturg by a¢tivltl8s lconllnu￿l Analy818 ofsupport costs Total fund$ 2023 Totsl funds 2022 Govemance costs Other costs Website design and development Travel costs 115,639 8,607 856 39,098 80,515 2,853 2, 742 70,869 164,198 96,979 Governan¢• costs 2023 2022 Auditor's remuneralion- Audil of the financial statements Auditor's remuneration- Aeeounts preparali¢)n Auditor's remuneration- Under accrual of prior year fees Professional fees 15,123 5.499 6.521 88,496 9,900 3,696 66,9t9 115.639 80,515 Trustee8' remuneration and expenses During the year, no Trustees received any remuneration or other benefils (2022- SNIL). During the year ended 31 December 2023, no Trustee expenses have been incurred (2022- $NILJ. 10. Current asset InV￿lments 2023 2022 Liquid investments 32.065,190 The investments are hek1 as bonds. Page 22 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 11. Dgblors 2023 2022 Dug within on• y•ar Grant refvnd receivable 120.000 120,000 Page 23 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 12. Credltors: Amounts falling du• wllhln one year 2023 2022 Other creditors Accruals Grants payable 436 39.086 1.485.974 13.596 370, 702 1,525.496 384,298 Analy81s of grants payabl• l>anl* payabl• N•w grart •t 1 Januory ¢(*nmkn)ents In 2023 th8 yo#r art• payabl• fr•rtpoKI In •t31 ￿¢eMb￿r 2023 2023 Total 370.702 25.999,847 121A48.7771 4,921.772 13. c1￿1t0￿, Amounts falling due after mortthan one year 2023 2022 Grants payable 2,735.798 Page 24 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 14. Rgconclllatlon of ngt mov•ment In funds to net ¢a$h flow from operallng a¢tlvktl•$ 2023 2022 Net income lor the year las Fer Stslement of Financial Activities) 22,493.313 18,359, 794 Adjustmonts for: Gains on investments Investment income 168,7031 1141,3051 1120,0001 3.876,996 (17,830,588J 6,353 (9,326) (30,921) Increase in debtors Increaselldecreasel in ¢￿ditO15 Lossesllgainsl on loreign exchange 12,13 N•t ¢**h provld•d by op•r*tlng actlvttlt8 26,04S.654 488,959 15. Analysls of cash and cash equlval•nls 2023 2022 Cash in hand 781.288 6,589,876 Total cash and cash equlvalonts 781,288 6,589.816 16. Anatysl* of ¢h*nges In net debt A11 January 2023 Cash flows A131 Docomber 2023 Cash al bank and in hand Liquid investments 6.589.816 15.808.528) 781,288 32.065,190 32.065,190 6,589.816 26.256,662 32.846,478 Page 25 Docusign Envelo￿ ID.. D04A44B741394174A¢6&D8E8%DE8C35 TELLES FOUNDATION {A Company Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 17. Related party transactions During the year the Telles FoundatKJn Tecognised a grant from a related party of the Trustees which wa5 unreslricled and without conditions amounb.ng to $48,OLK),000 (2022- $20,000,oooJ. During the 2023 year the Telles Foundatson paid grants lo four organisations which has one of the Trustees on their board (2022- grants lo one organisationsj. 2023 2022 Marina Medley Oe Sa - Sonho Grande Insbtute Marina Medley De Sa - Inslilulo Tel Marcel Herrmann Telles- Ismart Marcel Herrmann Tellgs- Funda* Esludar 8,903,678 $04,116 9,884,531 529.609 468,632 19,821.934 468.632 Al the year end there was a grant payable of $230,412 12022- SNIL) to Instrtulo Telles. Page 26