THE GRAND CHARITY ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Charity Number: 1170335 Company Number: 01487345 THE GRAND CHARITY Contents Page Trustees, Annual Report Strategic Report Statement of Trustees, Responsibilities Auditorfs Report Statement of Financial Activities 12 Balance Sheet 13 Statement of Cash Flows 14 Notes to the Financial Statements 15 Page 2 of 20 THE GRAND CHARITY TRUSTEES, ANNUAL REPORT The Trustees are pleased to submit their report for the year ended 31st March 2024. This report includes a directors, report as required by Section 415 ofThe Companies Act 2006 and a strategic report as required by The Companies Act 2006 (Strategic Report and Directors, Report) Regulations 2013. Reference and Administrative Information Name and Registered Office The name of the charity is The Grand Charity (the "Charity") and it has its registered office at 60 Great Qu88n Street, London, WC2B 5AZ. Trustses The Trustees who served during the year were: The Masonic Charitable Foundation {"MCF°) (Corporate Trustee, Registered Charity No. 1164703. Company Number 09751836) James M. Long, TD (Appointed 14th March 2024) Sir Paul Williams, OBE, KStJ, DL (Resigned 14th March 2024) The trustees of the MCF who served during the year were: John Boyington, CBE (Resigned 31 $1 July 2023) Sinead Brophy (Resigned 31" July 2023) Simon Duckworth, OBE. DL (Resigned 3161 July 2023) Clive Emerson (Appointed Treasurer 1 St August 2023) Dr Simon Fellerman Edward Goodchild (Appointed 151 August 2023) Alan Graham, MBE Antony Harvey (Resigned 31" July 2023) Christopher Head Michael Heenan (Treasurer) (Resigned 313t July 2023) James Long, TD (President) (Appointed Chainnan 1st January 2024) Charlotte Miller (Appointed co-optee 1 ¥t August 2023) Stephen Robinson Marie Shenton (Appointed 1st August 2023) David Southern Bruce Walker Andrew Wauchope (Resigned 31st JUSY 2023) Sir Paul Williams, OBE, KStJ, DL (Deputy President and Chairman to 31" December 2023) Howard Wilson Page 3 of 20 THE GRAND CHARITY TRUSTEES, ANNUAL REPORT Executlva The Executive during the year to 31 St March 2024 were: Les Hutchinson, Chief Executive Charles Angus, Group Finance Director Brenda Nurse, Company Secretary Auditor Knox Cropper LLP, Chartered Accountsnts, 65 Leadenhall St￿et, London, EC3A 2AD Bankers Barclays Bank Plc, Level 28, 1 Churchill Place, Canary Wharf, London, E14 5HP Investment Advlsors Asset Risk Consultants Limited, 7 New Street, st. Peter Port, Guernsay, GY12PF Investment Managers Royal London Asset Management Ltd., 55 Gracechurch St￿et, London, EC3V OUF Solicitors Stone King LLP, Boundary House, 91 Charterhouse Street, London, EC1 M 6HR Page 4 of 20 THE GRAND CHARITY TRUSTEES. ANNUAL REPORT Structure, Governance and Management Organisation The Charity is constituted as a company limited by guarantee and its goveming document is its articles of association. The Charity was renamed from Masonic Charity Trustee Limited on 16th December 2016. The unrestricted assets from the unincorporated trust, together with the restricted Transferred Beneficiaries Fund, were transferred to the Charity with effect from 1st February 2017 following a resolution from the trustees made on 15 December 2016. The restricted Relief Chest Fund remains in the unincorporated trust. The Transferred Beneficiaries Fund was transferred to the Royal Masonic Benevolent Institution (RM81) on 1 St November 2017. As the trustees consist of the Masonic Charitable Foundation {"MCF') and the chairman of the MCF, the MCF exercises control over the Charity, and will consolidate the Charity's results in its group accounts. Details of the processes for the appointment, induction and training of the MCF'S trustees are given in the annual report and accounts of that company, Governance and Management All governance and management capabilities are provided by the MCF and details of the relevant committees and processes are provided in the annual report and accounts of that company. Trustees and committees of the MCF address the specific needs of the Charity as part of their roles and responsibilities for the MCF. The trustee board and the main committees meet as follows: Boardlcommittée Purpose Meetings per ear Trustee Board Main decision-making body with ultimate responsibility for the Charit Identification and miti ation of risk, oversi ht of external audit Consideration of applications for grants from organisations reco nised b the Charit Commission Ensuring adequate prO￿dureS are in place to manage all as ects of financial lannin controllin and re ortin Supporting the masonic community's fund raising activities to su ort the Charit Maintaining investment strategies to meet the requirements of the Charit ointment and monitorin of fund mana ers Consideration of applications from individuals connected with the masonic communit for financial relief Development and execution of strategies to optimise the returns from the Charit ortfolio Determination of executive and staff & benefits Development and implementation of strategies to support the Charitys objectives. In addition, the trustees hold an annual strate IG 'awa Audit and Risk Charity Grants Finance Fundraising Investments Masonic Support Property (RMTGB onl Remuneration Strategy Page 5 of 20 THE GRAND CHARITY TRUSTEES, ANNUAL REPORT The Charity does not employ any staff, with services being provided by staff employed by the MCF. These seniices are recharged by the MCF monthly, based upon the number of grants processed, as detsiled in note 6 to the accounts. STRATEGIC REPORT Objectives and Activities Objectives Following depletion of its reserves during the course of the previous year, there has been no further third- party grant making during the course of the current year and the Charity will remain open so181y for thé receipt of legacies that will then be transferred to the MCF to continue supporting beneficiaries. Flnancial Review Revlew of the Year With no remaining festivals and the depletion of the CAIF, there are no ongoing sources of income save for the occasional legacy. Legacies, which are by nature variable increased from £0.67 M in 2023 to £0.88 M for the current year. Following the transfer of grants to the MCF, expenditure reduced down to £0.75 M from £1.24 M in the prior year. This included £0.78 M of surplus funds transferred to the MCF to support its payment of beneficiaries, leaving a surplus for the year of £0.13 M {2023: deficit of £0.58 M), which was transferred to reserves. Reserves Policy The reserrfes for the Charity ended the year at £0.27 M. No further third-party grants or other expenditure will be made in the future. Any residual legacies received by the Charity in the future will be transferred to the MCF in order to support th8 funding of the grant activities that it has tsken over. Page 6 of 20 THE GRAND CHARITY STRATEGIC REPORT Principal Risks and Mitigation The principal risks identified and agreed actions to mitigate are shown in the following table: Risk Grants made outside the Charity's Objects and eratin uidelines Cyberattack on IT systems Cons uence Reputational damage, loss of confidence with key stakeholders and tential trustee liabili Operational disruption resulting in financial, reputational, legal and regulatory damage. Miti ation Strong procedures and controls for processing grants. Oversight from Masonic ort and Charit Grants committees UGLE manage and monitor networks. servers and backup systems, and has deployed appropriate defence mechanisms e.g. firewalls, antivirus elc. Third party hosted systems lapplications have relevanl controls and security regimes. Information systems are only accessed via the VPN network andlor multi- factor authentication prolocols. MCF'S Information Security Group (ISG) have various digital & IT procedures and policies in place. Cyber awareness and trainin ro ramme mandato for all staff. Data protection policy, IT security and HR licies in lace Financial procedures, segregation of duties. authority limits, IT security, increased awareness amon st staff MCF Business Continuity Plan Data protection breach Reputational damage and significant financial enalties Financial loss, reputational damage, adverse impact upon staff Fraud Unavailability of office accommodation Loss of paper records from firelflooding Operations compromised Breach of legal obligations, adverse impact upon operalions, potential financial enalties Breach of legal obligations, potential financial penalties, breakdown of staff morale and adverse impact n service rovision Operational breakdown, adverse impact upon staff morale, poor service to beneficiaries and potential re utational dama Reduced reliance on paper records with increased use of IT. Lack of compliance with employment legislation HR procedures and staff handbook. Induction processes for new staff. Ongoing management training and Personal Develo ment Review HR procedures.. organisational and succession planning. Comprehensive documentation of procedures and controls Undue reliance on key persons Risks are actively monitored by the Executive and the senior leadership team, and formally reviewed by the audit and risk committee at their quarterly meetings. Plans for Future Periods The Charity will remain open for the sole purpose of receiving donations and legacies. the valu8 of which will be transferred over to the MCF. Page 7 of 20 THE GRAND CHARITY STATEMENT OF TRUSTEES, RESPONSIBILITIES Statement of Responsibilities The Trustees, who are also the directors of the Charity for the purposes of company law, are responsible for preparing the trustees, report and financial statements in accordance with applicable law and United Kingdom Accounting Standards (U.K. "GAAP.). Company law requires the Trustees to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Charity and of the income and expenditure of the Charity for that year. In preparing these financial statements, the Trustees are reqUI￿d to: select suitable accounting policies and then apply them consistently; observe the methods and principles in 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 United Kingdom and Republic of Ireland {FRS102)' make judgements and estimates that are reasonable and prudent. state whether United Kingdom accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements. and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue to operate. The Trustees are responsibla for keeping proper accounting records that disclose with reasonable AP.r.iJrAe.V At Anv timp. thA finanr.ial nnqitinn nf thg. C.hAritv And anab18 thpm to ensure that the financial statements comply with the Companies Act 2006. They are also resF)onsible for safeguarding the assets of the Charity and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Ststement of Disclosure of Information to Auditor Each of the Trustees has confirmed that there is no infomiation of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confimed that they have taken appropriate steps to identify such relevant information and to establish that the auditor is aware of such information. Auditor A resolution proposing that Knox Cropper LLP be reappointed as auditor will be put to the members. Approval by Trustees This report, including the strategic report, was approved by the trustees on 12th September 2024 and signed on th behalf by ong, TD President and Chairman. MCF Page 8 of 20 THE GRAND CHARITY REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBER OF THE GRAND CHARITY Opinion We have audited the financial statements of The Grand Charity (the 'Charitable Company,) for the year ended 31 March 2024 which comprise the Statement of Financial Activities, the Balance Sheet, Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applic8bl8 in th8 UK and Republic of Ire18nd (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: give a true and fair view of the state of the Charitable Companvs affairs as at 31 March 2024 and of its income and expenditure for the year then ended., have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice. and have been prepared in accordance with the requirements of the Companies Act 2006. Basis of opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAS (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Trustees, use of the going concem basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties rolating to events or conditions that, individually or collectively, may Gast significant doubt on the Charitable Companys ability to continue as a going concem for a period of at least tweSve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Trustees with ￿spect to going concem are described in the relevant sections of this report. othor information The other information Gomprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The trustees are responsible for the other infonnation. Our opinion on the financial statements does not cover the other information and, except to the extent othenNise explicitly stated in our ￿pOrt, we do not express any form of assurance conclusion thereon. Page g of 20 THE GRAND CHARITY REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBER OF THE GRAND CHARITY Our responsibility is to read the other infomiation and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identrfy such material inconsistencies or apparent material misstatements, we are required to detemine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinion on other matters proscribed by tho Compani08 Act 2006 In our opinion, based on the work undertaken in the course of the audit: the information given in the Trustees, report. which includes the directors, report and the strategic report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors, report included withln the Trustees, report has been prepared in accordance with applicable legal requirements. Matters on whlch we are requlred to report by exception In the light of the knowledge and understanding of the Charitable Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors, report included within the trustees, report. 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 have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of trustees, remuneration specified by law are not made; or we have not received all the information and explanations w8 require for our audit. Responsibilities of Trustees As explained more fully in the Trustees, Responsibilities Statement set out on page 9, the Trustees (who are also the directors of the charitable company for the purposes of cornpany law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustees are responsible for assessing the Charitable Companls ability to continue as a going concern, disclosing, as applicable, matters ￿lated to going concem and using the going concem basis of accounting unless the trustees either intend to liquidate the company or to cease operations, or have no realistic altemative but to do so. Page 10 of20 THE GRAND CHARITY REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBER OF THE GRAND CHARITY Auditor's responsibilities for the audit of the financial S￿￿@MentS 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 aGcordance 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 th8 economic 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, to detect material misstatements in respect of irregularitiès, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detsiled below: The Charitable Company is required to comply with both company law and charity law and. based on our knowledge of its activities, we identified that the legal requirement to accurately account for any restricted funds was of key significance. We gained an understanding of how the Charitable Company complied with its legal and regulatory framework, including the requirement to properly account for any restricted funds, through discussions with management and a review of the documented policies, procedures and controls. The audit team, which is experienced in the audit of charities, considered the charitable company's susceptibility to material misstatement and how fraud may OCGur. Our considerations included th8 risk of management override. Our approach was to check that all restricted income was properly identified and s8parately accounted for and to ensure that only valid and appropriate expenditure was charged to restricted funds. This included reviewing journal adjustments and unusual transactions. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.or .uk auditorsres onsibilities. This description forms part of our auditor's report. Use of tho audit report This report is made solely to the Charitable Company's member in accordance with Chapter 3 of Part 16 of the Cornpanies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's member those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Charitable Company and the Charitable Company's member for our audit work, for this report or for the opinions we have formed. stephen Anderson FCCA Senior Statutory Auditor for and on behalf of Knox Cropper LLP statutory Auditor 65 Leadenhall Street London EC3A 2AD 12 Ih Sq)Jefftltr 2 G'2 Y Page11 of20 THE GRAND CHARITY STATEMENT OF FINANCIAL ACTIVITIES YEAR ENDED 31 MARCH 2024 (Including an Income and Expenditure Account) Note 2024 £'ooo 2023 £'ooo INCOME Donations and legacies Investment income 879 666 Total Income 879 668 EXPENDITURE Cost of generating funds Investment management costs (1) {1) Charitable activities Masonic grants Non-masonic grants (780) 30 (1,235) (7) 750 1,242 Total expenditure 751 1,243 Net Incomel. Additionally, they comply with the Companies Act 2006, the Charities (Accounts and Reports) Regulations 2008 and the Statement of Recommended Practice 'Accounting and Reporting by Charities" (FRS102 second edition) published in 2019 (the "SORP.) in all material respects. The Charity meets the definition of a public benefit entity under FRS 102. (b) Basis of preparation The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments, on a basis consistent with previous years. The functional currency of the Charity is considered to be Pounds Sterling because that is the currency of the primary economic environment in which the Charity operates. (c) Going concern The Trustees have assessed whether the use of the going concern assumption is appropriate in preparing these financial statements. The Trustees have made this assessment in respect to a period of one year from the date of approval of these financial statements. The Trustees of the Charity have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the Charity to continue as a going concern. The Trustees are of the opinion that the Charity will have sufficient resources to meet its liabilities as they fall due. Page 15of20 THE GRAND CHARITY NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2024 (d) Incoming resources Revenue is recognised when the significant risks and rewards of ownership have been transferred, the amount of revenue can be measured reliably, it is probable that future economic benefits will flow to the Charity and when the specific criteria relating to each of the Charity's revenue channels have been met, as described below: Monetary donations are brought into account when received. Legacies are recognised where ther8 has been a grant of probate, the executors have identified that there are sufficient assets in the estste after settlement of liabilities to pay the legacy and any conditions attached to the legacy are either in control of the Charity or have been met. Legacies subject to the interest of a life tenant are not recognised during the lifetime of the life tenant. Dividends are reinvested in the CAIF on the date that they are declared. (e) Resources expended Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the Charity to that expenditure, it is probable that settlement will be required and the amount of any obligation can be measured reliably. All resources expended are recognised on an accruals basis, with th8 exception of grants as noted below. Expenditure on generating funds includes costs of fundraising and maintenance of festival and donor records, together with the management of the investment porttolios. These costs include the allocation of support costs relating to these activities. Charitable activities are split between masonic activities and grants awarded to extemal institutions (designated as 'non-Masonic" within the SOFA). Masonic activities include the payment of grants directly to beneficiaries together with related welfare and support C08ts. Non-masonic activities consist of the payment of grants to external institutions. Support costs are allocated to these activities on the bases laid out in note 6. Grants are recognised as expenditure in the year in which the grant is formally approved by the Charity and has been communicated in writing to the recipient, except to the extent that it is subject to conditions that enable the Charity to revoke the award. The provision for multi-year grants is recognised at its present value when settlement is due over more than one year from the date of the award. there are no unfulfilled perf0rrnan￿ conditions under the control of the Charity that would permit it to avoid making future payments, settlement is probable and the effect of discounting is material. The discount rate used is the long-tenn retum of inflation plus 4 percent used as the target for the Charitys investment portfolio. Page 16 of 20 THE GRAND CHARITY NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2024 (fj Employee benefits All staff are employed by the parent charity, The Masonic Charitable Foundation, and recharged to the Charity based upon the relative number of grants processed. Information relating to those employees is given in the accounts of the Masonic Charitable Foundation. (g) Fund accounting Unrestricted funds may be utilised for any purpose in accordance with the charitable objectives of the Charity. (h) Financial a55ets and liabilities The Charity has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and liabilities are recognised when the Charity becomes a party to the contractual provisions of the instrument. Financial assets and liabilities which qualify as basic financial instruments are initially recognised at the settlement amount after any trade discounts. They are subsequently valued at amortised cost and assessed for impairment at the end of each reporting period. Where settlement is not expected within 12 months of the balance sheet date, then the asset or liability is discounted using the long term retum of inflation plus 4 percent used as the target for the Charity's investment portfolio. Basic financial instruments include debtors, cash and creditors within the balance sheet. (i) Taxation The Charity is exempt from taxation on its income and gains falling within Part 11 of the Corporation Tax Act 2010 or section 256 of the Taxation of Chargeable Gains Act 1992 to the extent that they are applied to its charitable activities. The Charity is unable to recover Valued Added Tax (VAT) incurred on expenditure. The amount of VAT that cannot be recovered is included within the underlying cost to which it ￿lates. DONATIONS AND LEGACIES 2024 £'ooo 2023 £'ooo Legacies 879 666 879 666 INVESTMENT INCOME 2024 £'ooo 2023 £'ooo Income from investment portfolios Page 17of20 THE GRAND CHARITY NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2024 INVESTMENT MANAGEMENT COSTS 2024 £'ooo 2023 £'ooo Support costs CHARITABLE ACTIVITIES 2024 £'ooo 2023 £'ooo Masonic Poverty relief 780 1,235 780 1,235 Non-masonic Isolation in Later Life other Charitable Purposes (30) 30 Auaitor's remuneration ot £2k (2023: £2k) is included in support costs to charitable activities. 6. STAFF COSTS The Charity employed no staff during the year {2023: None). Staff recharges from the MCF to the Charity are included within the management charge analysed in note 6 above. No Trustees received remuneration from the Charity during the year (2023: £Nil). No Trustees, expenses were incurred during the year {2023: £Nil). Page 18 of20 THE GRAND CHARITY NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2024 INVESTMENTS March 2024 £'ooo March 2023 £'ooo Fixed Asset Investments: Managed Funds MCF CAIF MOVEMENTS IN INVESTMENTS Balance at 1 April 2023 Additions Balance at 31 March 2024 DEBTORS March 2024 £'ooo March 2023 £'ooo Other debtors 291 321 291 321 CREDITORS March 2024 £'ooo March 2023 £'ooo Falling due within one year Grants payable 27 173 27 173 Falling due after more than one year Grants payable .4 Page 19of20 THE GRAND CHARITY NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2024 10. RELATED PARTY TRANSACTIONS The MCF has paid out grants on behalf of the Charity during the year, and has been reimbursed by the Charity. Additionally, the MCF has bome all the administrative costs of supporting the Charity as well as its fellow subsidiary charities. The Charity has been recharged a proportion of these costs based upon the relative number of grants processed. 11. LEGAL STATUS The Charity is a company limited by guarantee and has no share capitsl. The liability of the member in winding up is limited to £1. 12. ULTIMATE CONTROLLING PARTY The ultimate conlrolling party is the Masonic Charitable Foundation (Registered Charity No. 1164703, Company Number 09751836), which is the sole member of the company. Consolidated accounts for the MCF, which include the accounts of the Charity, can be obtained from the registered office of the Charity. Page 20 of 20