Charlty number: 1177514 THIRTY PERCY FOUNDATION TRUSTEES. REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 THIRTY PERCY FOUNDATION CONTENTS Page Reference and administrative detalls of tho Charlty, Its Trustees and advlsors Trustees. report Independent audÈtor's report on the flnanclal statements 9-12 statement of Flnanclal Activities 13 8alance sheet 14 Statement of cash flows 15 Notes to the flnanclal statements 16-27 THIRTY PERCY FOUNDATION REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITY, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 MARCH 2024 Trustees Anne Louisa Philip Mann, Chair Kalharine Anne Hill Derek Bardowell Charity reglstgred number 1177514 Princlpal office 30 Percy Street London WIT 2DB Senior management team Jennifer Hooke - CEO lup to 31 March 20241 Strategic Advlsor (from 1 April 20241 Nlcola Barnett-clegg Dlraclor of Operations, Investments & Culture lup lo 31 May 20241 Loulse Armstrong - Director of Projects & Collaboration (up lo 31 March. 2024) Transllionary Executivè Director (from 1 April 20241 Sarah Gartshore - Finance Dlrector (from 21 November 20231 Indopendent auditor Crowe U.K.. LLP Fourth Floor st James House st James Square Cheltenham GL50 3PR Sollcitors Farror & Co LLP 66 Lincoln's Inn Fleld8 Holborn London WC2A 3LH Paga 1 THIRTY PERCY FOUNDATION TRUSTEES. REPORT FOR THE YEAR ENDED 31 MARCH 2024 TRUSTEES REPORT FOR THE YEAR ENDED 31 MARCH 2024 The Trustees present their report and the audited financial statements of Thlrty Percy Foundation {'Thlrty Perc or the "Foundalion'l for the year ernded 31 March 2024. The Trustees have prepared this report in aoeordance with the Accounting and Reporting by Charities: Statement of Recommended Pracllce applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable In the UK and Republlc of Ireland IFRS 1021 and the Charities Act 2011. REFERENCE & ADMINISTRATIVE D￿AlLs Reference and administrative details are shown on page 1. STRUCTURE, GOVERNANCE AND MANAGEMENT Constitutlon Thirty Percy Foundation was registered on 13 March 2018 as a Charitable In¢orporaled Organisalion {charily registration number 11775141. Ils goveming document is ils Constitution dated 13 March 2018 and amended on 1 Oclob8r 2018 (the"C(￿st1lutlQn'). Trustaes The Foundation's Trustees Ilhe 'Trustees°) are listed on page 1 of this report. The Constitution requires a minimum of 3 Trustees and does not set a maximum. The composition of the Trustee board is kept under review, and any new Trustees are appoir¢led following a careful selection process, with appolntmenls requiring board approval la deGision taken by a majority of Trustees). The Trustees tske responsibility for slaying up to date on charity matters and receive updates and informal training through brl8fing papers and attendance al seminars and conferences. There Is a formal update on charity law alld developments provided once a yèar by the legal adviser. Declslon-making The Trustees meet at least four limes a year, and use online platforms to stay in regular contact with the team and lake decisions outside of meetings. Th8 Tnjstee board holds. ultimate responsibility for the Foundation. It agrees overall strategy, reviews and confirms policy decisions, provides grant approvals loy the terms of delegation for some grant approvals) and discusses operaling, financial and investment issues.11 delegates day- to-day management and operation of the foundation to the Chief Executive Officer and a team lin accordance with a sch8dule of delegation, which Is reviewed and amènded as necessary on an ongoing basis). The Tru51ees approve the remuneration of key personnel, ar7d all team member remuneration is b8nchmarked against simllar organisations. Prlnclpal funding sources and related party transactions The Foundation is funded by a charitable purpose trust, known as The Owl Trust. The Owl Trust provided an Inillal grant lo the Foundation, payable over three years from 2018-2020, and a further grant lo th8 Foundation, payable over 5 years trom 2021-2025. The Owl Trust is a ￿nnected enllly lo the Foundation by vlrtue of this fundlng ralalionship. The Foundation receives administrative services from Skagen Consaence Capital Limited. a related party and a connected entity. The services are governed by a services agreement with Skagen Cor¢science Capital Limited which was renewed on 1 January 2021 and revtsed in May 2023. The services provided.in the accounting period total £84,697 (2023.- £t01,454) and are recognised in support costs. The seNice costs were setll8d by a cash payment of £10,019 (2023.. £4,800) ar)d a donation in kind of £74,678 (2023.. £96,654J. Thirty Percy has made an actlve choice lo decouple different functions {IT and HRI from Skagen over the 1281 two years, in order lo have addillonal independenoe from the FamiW Office. Page 2 THIRTY PERCY FOUNDATION TRUSTEES, REPORT {CONTINUEDI FOR THE YEAR ENDED 31 MARCH 2024 Tho Trustees manage the Foundation's affairs in ils best interests. When ¢onsidering any Iransaclion, conflicts of interest are declared and, decisions taken only'by those Trusltses who are not confllclad, to protect the Foundation's independence. Further details of related party transacllons are included in note 18. OBJECTIVES AND ACTIVITIES FOR PUBLIC BENEFIT Thirty Percy operates for the public benefit. The Trustees have taken into account the Charity Comm18slon's published gUIdan￿ on the public benefit requirement under the Ch8rilies Act 2011 when considering Thirty Percy's strategy and portfolio of work. Thirty Per¢￿S charitable objectives are.. 1. To promote sustainable development for the benefit of the public by. The preservation, conservation and the protection of the environment and the prudent use of resources- The relief of poverty and the improvement of the conditions of life in socially and economlcally disadvantaged Gommunilies.. The promotion of sustainable means of achieving economic growth and regeneration. 2. To advancg the education of the public in subjects relating to sustsinable developmerÈl and the prole¢lion, enhancement and rehabililalion of the environment and lo promote study and research in such subjocls Provided that the useful results of each study are dlsseminaled lo the public at large. 3. To advance such exclusively charitable purposes for th8 public benefit in any part of the world as Ihe charity Trustees from time to lime in Ihelr absolulo discretion Ihlnk fit. Thlrty Per¢￿S initial Trustees further defined ils purpose as.. "W8 aro here to contribute lo the future security and wellbeing of our. world. Wg'll do Ihls In ways that are Imaginative, collaborativ8 and unexpected. We can do this because we are an independent Foundation looking to do things differenlll,. Operations Thirty Percy recognlsas that it musl develop its own culture and govemance to deliver lo ils full potential on ils purpose. It is committed to workirig hard, with an engaged board of Trustees, teatn and extemal experts, to understand its own ways of operating, flows of authority and lo create deeper, reflectlve spaces for learning and development. We recognise that creating change is hard and often requirés risk and courage - particularly when met with slalus quo paradigms that challenge our collective progress. In considering ils own design, and how well il orientates around Ils purpose, the F￿ndatIon conslders the Charity Governance Code and integrates It into its slraleglc framework and operating plans. For exampla, "act with integrity. is one of the Foundation's core values. Portfollo of work The Foundation has a strategic framework thal provides clarity and focus for how 8nd towards what ends il deploys capital. Thls framework is based on Thirty Percy adoptlng an emergent approach, and not rooting ils strategy in traditional programmo ar8as. 11 is regularly reviewed lo accommodate Thirty Percy's need lo Innovate and develop as an organlsalion in the context of wider slruclural needs and opportunities. 2023 Thirty Percy entered a process of reflection, realignment, and refocusing, doubling down on the commitment lo supporting individual changemakers and developing our Spiral Investing portfolio. From 1 April 2024 work will b8 organised to reflect this commilmenl. Page 3 THIRTY PERCY FOUNDATION TRUSTEES, REPORT ICONTINUEDI FOR THE YEAR ENDED 31 MARCH 2024 For the year ended 31 March 2024 Thlrly Percy delivered on ils purpose by investing through 5 inler-connecled funds.. Place-based Fund Place Is Important as a source of innovatlvo, collaborative, low-resource solutions. We provide flexlble 1-3 years grants. Syalems Fund - Focuslng on different leverage polnts, where small shifts can produce big change. We provide a mix of longer-lerm core funding and rapid respon88 funding in relallon lo specific opportunities. Change-maker Fund (Previously known a5 the 'Leaders Fund'l- Resourcing vlslonary people with disruptiv8 ideas. We provide funding to leaders for two years to amplity Ih8ir work.Change-maker Fund {Previously known as the 'Leaders Fund'l - Resourcing vlsionary people with dlsnjplive ideas. We provide funding to leaders for two years lo amplify their work. Discretionary Fund - Creating space for indivldual visions, and resourc¢ng organisalions that bLEild towards them. Deliberately flexible, based on Trustee discretion. The decision lo phase out discretionary funding was taken In January 2022, after rheeling all our existing commitments Most of the investments ir¢ these fund8 lake the form of grants. Our grant maklng processes ara set out in our grants policy document. which is reviewad and updated as necessary. In brief, we source opportunities Irather than operate ongoing open Galls for grant applications) and follow a ￿$tage approval process based upon detailed due dillgence. Our capital fund holds our largel value of free reserves. Tho Foundation signed off a new invesltnenl wlicy in June 2022, which now governs these funds. This has seen tho Foundation shift from an objective lo rnainlain and enhance the real value of these funds consistent with the Foundation's purpose, lo a new objective. The primary objective of this new policy is to "use our financial capital lo create community and ecological wealth by following regènerative and dislribulive economlc principles" The secondary goal is lo maintain our target value of free reserves, which is set by our ReseNes Policy. As part of the implamentation of the new Inveslm8nl policy, we Siquidaled our invostmenl portfolio hgld under a delegated mandole with EdenTree Investment Manag&menl Limited IEdenTreel. We transferred the capital to deposit accounts with Charity Bank. Reliance Barkk and Unity Bank. To fulfill the full potential of the Spiral Investing politty, we have come to realise the fund managers and funding and investment infraslruGlure is not in place lo fully realis6 this. Part of the ongolng portfolio of work is developing the idea of a New Fund Manager AcceSerator to brldge Ihls vislon and reality gap. Paga 4 THIRTY PERCY FOUNDATION TRUSTEES, REPORT {CONTINUEDI FOR THE YEAR ENDED 31 MARCH 2024 Achievements and pérformanGe We continue to collaborate wlh others to understand better our effectiveness arKI role within the wlder system. We will not evaluate impact In silos bul instead build an understanding of change across the multiple systerns and systems actors we invest In. Breakdown of our portFolio, by Fund.. 2024 Placed-based lund F&rmED The Friendship Café Foresl of Dean District Council Foiestvolunlary Action Fow Togelher in Malson The Music Works GIDucestershiFe Gateway Tru51 L4 Enlerprsse5 Cowilryside Cornmunity Research Institut8 Creat8 Gloucesleishite 42.000 147,ODO 160,000 106,386 50.000 100,000 25,000 26,aoo 50,000 200,000 896,386 2024 Systems Fund Gt&TTt to Indivklual - Scolland CAN B Grant to IndI￿Val - Scolond CAN B Land Work8rs' A[[￿nce Doughnut EconotlliLS Action Lab CIC Cwic Squate Bi¥mingham The Gaia Foundation EcologiLzI Land Cooperative RADHR oWnersF￿ fijtutes 30,000 30,000 100,000 968,762 126,000 50,000 50,IXIO 60,000 fOO,000 1,503.7S2 Page 5 THIRTY PERCY FOUNDATION TRUSTEES, REPORT (CONTINUED) FOR THE YEAR ENDED 31 NARCH 2024 Breakdown of our portfolio, by Fund.. Change4naker Fund Grant lo CIC Grant lo CIC Grant lo CIC Grant to Individu81 Grant to Individual Grant to Individual Grant lo Individual Grant to Individual Grant to Individual Grant to Individual Grant lo Individual Grant lo Individua1 Grant lo Individual Grant lo Indiwdual Grant to Individual Grant lo individual Grant to individual Grant to individual Grant to individual Grant to individual Grant to individual Grant lo individual Grant to Individual Grant to Individual Grant to Individual 15,000 30,000 30,000 15,000 30,000 30,000 30,000 30,000 30,000 20,000 10,000 30.000 30.000 20,000 17,500 20,000 10,000 20,000 20.000 20,000 20,000 20,000 20,000 35,000 17,500 570,000 1.we do not declare names of irKlividuals in order to protect their privacy. We only share names of individuals if they consent lo us doing so. DISCTgtionary Fund The Maggle Keswick J&ncks Cancer C8ftn9 Centres Trust hlenop&uBe Support 600,000 50,000 650.000 Page 6 THIRTY PERCY FOUNDATION TRUSTEES. REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 Flnanclal revlew Charitable activities expenditure of £4,705,531 (2023.. £4,860,067J Inc5ude grants and donations pald lotalling £3,619,148 (2023.. £4,085,826), £981,321 (2023.. £722, 748) of support costs and £105,062 (2023.. £51,493) of PUTPOSa related and enabling costs. The nel movement in funds for the year was £968,383 (2023.. £122,446) and the value of unrestricted funds as al 31 March 2024 was £9,619,858 12023.. £8,651,475). The statement of financial acllvllies for the year ended 31 March 2024 is set out on page 13 of the financial stal8monls. Fundralslng The Foundation has not undertaken any fundraising aclimlies during the year or prior period. The Foundation occasionally accepts grant funding from purpose-aligned organisations who approach Thirty Percy with co- funding opportunities. Plans for future periods Thirty Percy continues lo davèlop its thoughts and plans for the future. 11 reviews and ilerales ils strategic framework and processes on 8 regular basis. Alonggid& this, it continues to focus on Its organisational design and in developing its process, skills and principles as a téam. In terms of our strategic development, we continue to pursue a number of collaborative enquiry spaces. Principal iisk and uncertaintias Th& Foundation is, In essence, an1nveslment vehicle that allocates capital and engages with slr81egic partners. The prlncipal operational risk810 whiGh Thirty Percy is exposed and seeks lo manage inGlude= Misallocation of capital Imiligaled by due diligen￿ processes)., Decllne or total loss in inwme from The Owl Trust Imiligated by our reserves policy and management of our free reserves); Loss of key staff {miligaled by favourable remuneration package, and a purpose and value led approach lo organisalional design)- Reputational damage Imltlgated by looking lo understand and adopt best practlce, wherever feasiblel., Loss of confidential infomiation Imiligaled by uslng Secure platforms, and having strict HR protocols),. and Fraudulent actlvity',Imiligaled through multilevel approvals and verification processes for any transfer of funds). We also acknowSedge the systemic risks posed by Climate brèakdown 8nd biodiversity loss. Wè continue to keep under review our Trustee board's oversight and management of these risks. We ar8 actively reviewng our approach lo risk with an intention for Thirty Percy lo oonsciously lake.risks that it deems Hecessary to enable positive change. Rose￿eS The Trustees have estsblished a reserve5 policy lo protect the Foundalion.and Ils long-lerm grants by providing time to adjust lo changing financial circumstances. The Trustees have considered the Foundation's requirements lor reserves in light of the maln risks lo the Foundallon. The Trustees considgred that the most appmpriale level of free reseroes lfvnds not tied to fixed assets, deslgnal8d and reslricled funds) is £5 million. As the future of Thirty Percy is explored, thi8 may change. The balance of free reserves al the balance sheet dale lola1 £9.6 million (2023.. £8. 7 millionj. P8ge 7 THIRTY PERCY FOUNDATION TRUSTEES. REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2024 statement of Truste8s' r8sponslbllltles The Trustees are responsible for preparing the Trustees, Annual Report and Financlal Statements in accordance with applicable law and the United Kingdom's Generally Accepted Accounting Practice {Uniled Kingdom Ac¢ounling Standardsl- The law applicable lo charities in England and Wales requires the Trustees lo prepare financial statements for each financial year which give a true and fair view of the slate of affairs of the Foundation, ils incoming resources and the application of the Foundation's resources for that period. In preparing the financial slalemenls, the Trustees are required lo- Select suitable accounting policies and then 8pply them consistently.. observe the methods and principles in tha Charilies SORP., make judgments and estimates that are r8asonable and prudenl., stale whether applicable accounting standards have been followed, subject lo any material departures disclosed and explained in the financlal slalemenls., prepare the financial statements on the going concem basis unless il is inappropriate lo presume that the charity will conllnue in business. The Trustees gre resFK)nsible for keeplng adequate 8ccounting records that are sufflcienl lo show and axpl8in the Foundation's Iransaclions, disclose with reasonable accuracy at any lime the financial position of the Foundation and enable them lo ensure that the tinancial statements comply with the Charities Act 2011, the Charllies (Accounts and Reports) Regulations 2008 and the provisions of the Conslitulion. They are also responsible for safeguarding the assets of the Foundation and for taking reasonable steps for the prevention and detectlon ol fraud and other irregularities. Approved by order of the members of the board of Trustees on 25-fy? nd slgned on their behalf by. Anne Louisa Phillp Mann (Chalr of Trusleesl Page 8 THIRTY PERCY FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION Oplnion We hav8 audited the financial statements of Thlrty Pe￿Y Foulldalion (the '¢haritl) for the year ended 31 March 2024 which comprise the Stalernent of Financial Aclivilies, the Balance Sheet, Ihe Statement of Cash Flows and the related notes, including a summary of signtficant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Klngdom Accounting Standards, including Financial Reporting Standard 102 'The FinancAal Reporting Standard applicable in the UK and Republic of Ireland, (United Kingdom Generally Acceptgd Accounting Pracllce). The financial statements have been prepar8d in accordance with Accountirbg and Reporting by Charities preparing their accoun18 in accordance with the Financial ReportÈng Stsndards applicabl8 in the UK and RepubSic of Ireland {FRS 102) In preference to the Accounting and Reporting by Charilles.. Slalemenl of Recommended Practtce issu8d on 1 April 2005 which is r&ferred lo in the extant regulations bul has been withdrawn. This has been done in order for the accounts lo provide a true and fair view in accordance with the Generally Accepted Accounting Practice effective for reporting periods beginrking on or after 1 January 2015. In 0￿r opinion the finanaal slatemenls.. give a trLJe and fair view of the stale of the Charitls affairs as at 31 March 2024 and of its incoming resources and 8pplication of resources for the year thBn ended- have been properly prepared in accordance with United Kingdorn Generally Accepted Accounting Pracllce.. and hav8 been prepared in accordance with the requirements of the Charittes Act 2011. Basls for opinlon We conducted our aL¢dil in accordance with Intemational Standards on Audltlng IUKI IISAS IUKI) and applicable law. Our responsibilities under those standards are further described in the Audilols responsibilllies for the audit of the financial stalemer¢ls section of our report. We are independent of the Charity in accordance with the ethical requirements that are relevant to our audit of the financial slalemenls in the United Kingdom, including the Financial Reporting Counal's Ethical Standard, and we have fulfilled our other ethical responslbilities In accordan￿ with these requirements. We believe that the audit evidence w8 have obtained is sufficient and appropriate to provide a basis for OLEr opinlon. Concluslons relatlng to golng concarn In auditing the financial statements, we have conclltded that the Trustees, use of the going conc&rn basls of accounting in the preparation of the financial slalemenls Is appropriate. Based on the work we have performed, we have not idenllfled any material Un￿rtaIntI68 relating to events or conditions Ihal, indiv(dually or colleclwely. may cast significant doubt on the charills ability lo continue as a going concem for a period of at least twelve months from when the flnanclal slalements gre aulhorised for issue. Our responsibililies and the responsibilities of the TTUStees wllh respect to going concern are described In the relevant $8ctions of this report. Page 9 THSRTY PERCY FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION ICONTINUED) oth8r information The other information Comprises the information included in the Annual report other than the financial statemen18 and our Auditor's report Ihoreon. The Trustees are responsible for the other information contained wllhin the Annual report. Our opinion on the financial statements does not cover the other infomialion and, except lo th8 exlenl otherwise explicitly staled in our report, we do not express any form of assurance conclusion Ihereon. Our responsibility is lo read the other information and, In doing so, consider whether the other information is maleri8lly inconslslent with the financial statements or our knowledge oblalned in the course of tha audit, or otherwise appears lo be materially misstated. If we identify such material in¢onslstencies or apparanl material mlsslalem8nls, we are required to del8rmine whether this gives risa lo a material mlsslatement in the financial slaletnenls themselves. If, based on the work we have p6rformed, we condude that there is a material mlsslatemenl of this other infomiation. we are required lo report that fact. We have nolhirtrg to report in this regard. Matters on which we are requlred to report by exception We have nothing lo report In respect of the following matters where the Charlties (Aecounls and Reports) Regulations 2008 requires us to report to you if, in our oplnlon.. the information given in Ihe Trustees, report is inconsi8lenl In any material respect wlth the financial stalemenls., or sufflcienl and proper accountlng records have not been kept., or the financial slalemenl8 are not in agreement with the accounting records and relums., or we have not received all the infomiation and explanations we require for our audit. Responsibilltles of Trustees As explalned more fully In the Twst8es' responslbilities staloment. the Trust88s are responsible for the preparation of the financial slalemenls which give a IrLJe and fair view. and for such internal control a5 the Trustees determine is necessary lo enable the preparation of financial statements that are free. from rllalorial misslatemenl, whether due to fraud or error. In preparirkg the financial statements, the Trustees are responsible for 28sessing the Charitys ability lo continue as a going concem, disclosing, as applicable, mallers related lo going concem and using the going concern basis of accounllng unless the Trusteès either intend to liquidate the Charity or to caase operalior¢s, or have no realistic alt8rn8tive bul lo do so. Pag810 THIRTY PERCY FOUNDATION INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION ICONTINUEDI Auditor's respon$ibllities for the audit of the flnanGÉal stat6ments We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect Ihereunder. Our objectives are lo oblain reasonable assurance about whether the financial slalemenls as a whole are free from materlal misstatement, whether due lo fraud or error. and lo issue an Auditows report that includes our opinion. Reasonable assurance Is a high level of assurance, but is not a guarantee that an a￿di1 condueled in accordance with ISAS (UK) will always detect a material misstatemsnt ￿en it exists. Miggt8tèmenls can aris6 from fraud or orror and ar8 consider6d material if, individually or in the aggragale, they could reasonably bs &xp8cted lo influenco the economic decisions of usèrs taken on Ihe basis of these financial statements. Irregularilies, including fraud. are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, Outllned above, lo delecl material misslalements In respect of irTegularilies, includino fraud. The exlenl lo whith our procedures are capable of delecling irregulariiies, including fraud is detailed below,. Extent to which the audit was considered capabla of detectlng irregularitles, including fraud We obtained an understanding of the legal and r8gulalory frameworks wilhln which the charlly operates, focusing on those laws and regulations that have a dlrecl effect on the delerrninalion of materi21 amounts and disclosures in the financial statements. The law5 and regulations we considered in this conlexl were the Charities Act 2011 together with the Charilles SORP IFRS10212018. We assessed the required compliance wilh these laws and regulations as part of our audit procedures on the related financlal statement items. In addition, we considered provisions of other laws and regulations that do not h8V8 a direct affect on the rinancial ststemenis but compliance with which might be fundamental to the charity s ability lo operate or to avoid a mat8rial penalty. We also considered the opportunities and incentives that may exist withirk the charity for frdud. Auditing standards limit the required audit procedures to iden11fy noll-compliance wlh Ihese12ws and regulations lo enqulry of the Trustees and other management and inspection of regulatory and legal correspondence, if any. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to bg Withln the liming and reGognllion of grant Income and the ov8rride of controls by management. OLEr audit procedures lo respond to thase rtsks included enquiries of manag8ment and the Board of Trustees about Ihoir own identification and assassment of the Tisks of irregularities, sample tesllng on incomè and the posting of journals, reviewing aocounling estima19s for biases, reviewing regulatory correspondence wlth the Charity Commissiori, and reading mlnules of meetings of those charged with governance. Because of the inherent Ilmltalions of an audit, there is a risk that we will not detect all irregularit16s, including those leading to a maleri81 mlsstalement in the financial stslements or nonkncompliance wlh regulation. This risk increases the more that compliance with a law or regulation Is removgd from the events and transactions reflected in the financial stalemenls, as w8 wll be les5 likely lo become aware of inst&n¢es of non-complian￿. The risk is also greater regarding Irregularities occurring due to fraud rather than error, as fraud Involves inl8nlional concealment, forgery, collusion. omission or misrepresentation. A further descripllon of our responsibilities for the 2udit of the flnancial statements Is located on the Flnancial Reporting Council's webslte al.. wMM.frc.o .uklauditor5res onsibilities. This description forms part of our. AuditoVs report. Page11 ## **THIRTY PERCY FOUNDATION** ## **INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION (CONTINUED)** ## **Use of our report** This report is made solely to the Charity's Trustees, as a body, in accordance With Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the Charity's Trustees those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Charity and its Trustees, as a body, for our audit work, for this report, or for the opinions we have formed. ## **Crowe U.K. LLP** Statutory Auditor Fourth Floor St James House St James Square Cheltenham GL50 3PR Date: 09 October 2024 Crowe U.K. LLP are eligible to act as auditors in terms of section 1212 of the Companies Act 2006. Page 12 ## **THIRTY PERCY FOUNDATION** ## **STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 MARCH 2024** |**Income from:**
Donations
Investments
Other income
**Total income**
**Expenditure on:**
Charitable activities
**Total expenditure**
**Note**
_2_
3
5
**Net income before net losses on investments**
Net losses on investments
**Net movement in funds**
**Reconciliation of funds:**
Total funds brought forard
12
Net movement in funds
**Total funds carried forward**
12|**Unrestricted**
**funds**
**2024**
£
**5,554,408**
**119,506**
**5,673,914**
**4,705,531**
**4,705,531**
**968,383**
**968,383**
**8,651,475**
**968,383**
**9,619,858**|**Total**
**funds**
**2024**
£
**5,554,408**
**119,506**
**5,673,914**
**4,705,531**
**4,705,531**
**968,383**
**968,383**
**8,651,475**
**968,383**
**9,619,858**|_Ttal_
_funds_
_2023_
£
_5,201,758_
_149,382_
_2,829_
_5,353,969_
_4,860,067_
_4,860,067_
_493,902_
_(371,456)_
_122,446_
_8,529,029_
_122,446_
_8,651,475_| |---|---|---|---| The notes on pages 16 to 27 form part of these financial statements. Page 13 ## **THIRTY PERCY FOUNDATION** ## **BALANCE SHEET AS AT 31 MARCH 2024** **----- Start of picture text -----**
2024 2023
Note £ £
Current assets
Debtors 10 8,263 14,999
Cash at bank and in hand 10,133,887 8,777,221
10,142,150 8,792,220
Creditors: amounts falling due within one
year 11 (522,292) (140,745)
Net current assets 9,619,858 8,651,475
Total net assets 9,619,858 8,651,475
Charity funds
Unrestric;ted funds 12 9,619,858 8,651,475
Total funds 9,619,858 8,651,475
**----- End of picture text -----**
**Anne Louisa Philip Mann** (Chair of Trustees) Date: _2_ 2SI\..S-('.pf, '} The notes on pages 16 to 27 form part of these financial statements. Page 14 THIRTY PERCY FOUNDATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2024 2024 2023 Noto Cash flows from operating actlvitigs Net cash from operating actlvities 13 1,237,160 435,851 Cash flows from investing activitles Dividends and interest from investments Proceeds from sale of investments Purchase of Investments Increase in cash held for re-lnvestmenl 119.506 149,382 8,395,590 (2,935,577) 54,239 Net cash provlded by investing actlvltles 119,506 5,663,634 Change Sn cash and cash equlvalents in the year Cash and Gash equivalents at the beglnning of the year 1.356,666 6,099,485 8,777,221 2,677,736 Cash and cash equlvalents at the end of the year 14 10,133,887 8, 777,221 The notes oll pages 16 10 27 form part of these financial statements Page 15 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Accountlng policies 1.1 Charlty status Thirty Percy Foundation is a Charitable Incorporated Organisation rogistered in England and Wales wlth the Charity Commission {no.' 11775141. Ils registered office address ig 30 P6rcy Street. London. W1T 2DB. The financial statements have been prepared to give a 'lrue and fair, view and have departed (rom the Charities IAccounls and Reports) Regulations 2008 only to the exlenl requlred to provide a 'lrue and fairf view. This departure has Involved following th8 Charities SORP {FRS 102) published in Oclobef 2019 rather thar¢ the Accounting and Reporting by Charities.. Statement of Recommended Practioe effective from 1 April 2005 which has since been withdrawn. Thirty Percy Foundation meets the definition of a public benefit entity undar FRS 102. Assets and liabilities are initially recognised at histoNcal cosl or transaction value unless othe￿ise slated in the relevant accounting policy. 1.2 Basls of preparatlon of financlal ststgments These finanoial slalemenls have beer prepartd in accordance'wllh Aocountlng and Roportlng by Charfties.. Slalemenl of Recommended Practice applicable to charities preparlng their accoullts in accordance with the Flnancial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 20151 Icharilies SORP {FRS 102)), the Financial Reporting Standard applicable in the United Kinodom and Ropublic of Ireland {FRS 1021 and the Charities Act 2011. Thirty Percy Foundation conslitules a public bonefit enllty under FRS 102. Assets and liabilities are Initially recognised at historical cost or transactlon value unless otherwis8 slalad in the relevant accoLtrnling policy. All funds in both the currerbl year and p￿tsr year are unreslricled. 1.3 Golng ConGern The Trustees have a reasonable expeclath)n that the Challty has adequate resources to continue its actlvitles for the foreseeable future and that there are no material UN￿rtaIntieS about the Charills ability lo continue. Accordingly, they continue to adopt the going concern basi8 in prep8ring the rinanclal stalemenls. 1.4 Income Grant income Is included in the Staletnenl of Financial Aclivitl8s when the Charity ha8 enlillement lo the funds, It Is probable that the income will be received and the amount Gan be measured reliably. Donated servlces and goods have been reG￿nISed al their fair valLJe lo the Charity at the polnl of donation. These have been in¢luded in income and exponéilure during the year. Investment irkcome is included in the year in which il is receivabla. Other income is recognls&d in the period which it is receivable and to the extent the goods have betrn provided or on completion of the serwce. Page 16 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Accountlng policies (continued) 1.5 Expendlturo All expendilure is accounted for on an accrL¢als basis and has been classlfled under heading5 that aggregate all costs related to the category. Expandilure on all grants is recognised once the Chartly hag made an uncondmlonal commilm8nl lo pay the grant and this is communicaleé lo the benoficiary. Supwtt costs are those costs incurred directly In support of expendllure on the objects. Purpose related costs are costs incurred by Thity Percy in pursuit of wider impacllpurpose {ralher than being operational costs of running and developing our team and processes). For example this could be where we have agreed lo directly incur and pay for ¢osts on behalf of a collaboration or where we are resourcing a learning evenuspace for the wid8r Seclorlmovement. Enabllng costs r8lale to the operational costs of running and developing our team 8nd processes., which includes costs relating to our own direct188rning and davèlopment {as a team and individually), the design and development of our processes and systems and work undertaken lo identify grant funding c)pportunilies {such as pawng for external consultants, Ilme to join a focus gmupl. Governance costs include all costs involving the Trustees and ara indud8d withln support costs. All expenditure is inclusive of irrecoverable VAT. Termination benofits are recojlllsed immediately as an @xpgnse when commilled lo terminate the employment of an employèa or to provide lerminalion benafits. 1.6 Dèbtors Accrued income is recognised at the settlement amount. 1.7 Cash at bank and in hand Cash at bank and in hand Includes cash and short-term hlgh5y Ilquld investments with a short m8lurlty of thre8 months or less from the daté of acquisitlon or opening of the d8POSit or simllar account. 1.8 Llabllities Liabilities are recognised when there is an obligation at the Balance Sheet dale as a result of a past event. il is probable that a transfer of e¢onomio benefit will be lequired in setlbement, 8nd the amount of the settlement can be eslimaled reliably. Liabilities are recognised at the amount that the Charity anlicipales il will pay lo settle thè debt. 1.9 Financlal Instnjments The Charity primarily has financial assets and financial liabilities of a kind that qualify as basic rinanclal inslrumenls. Basic financial instruments are initially re¢ognised at transaction valu& and subsequently measured al their settlement value. Page 17 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Accountlng policies {continu8d) 1.10 Taxatlon Thirty Percy Foundation is a registered charity, and as such is enlilled to taxation exemptions on all its income and gains properly applied for its charitable purposes. 1.11 Penslons The Charity operates a deflned contrÉbution pension scheme and the pension charge represents the amoLtntS Payable by the Chartly to the fund In respe¢l of the y&ar. 1.12 Fund accountlng Gener81 funds are unr8slricled funds which are available for use al the discrellon of the Trustees in furtherance of the general objectives of the Charity and which have not been designated for other purposes. 1.13 Critical accounting estlmates and areas of judgement Preparation of the financial statements requires management to make judgements and estimates. Th6 Trustees consider that there are no material judgements made in applying a￿￿￿nting policies nor aro there any key source5 of estimation uncertainty. Income from donations Unrestrlcted funds 2024 Total funds 2024 Tolal funds 2023 Donatlons Grant from The Owl Trust Grant8 from other organisalions Skagell Conscience Capltsl Limited services In kind 5.369.187 110,563 74,678 5,369,167 110,563 74,678 4,972,321 192, 783 96,654 5,554,408 5,554,408 5,20f,758 Total 2023 5.201,758 5,201,758 Page 18 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Investmont Income Unrestrlcted funds 2024 Total funds 2024 Total funds 2023 EdenTree investment income Bank interest {11.677) 131,183 111,677) 131,183 74T,604 1, 778 119,506 119,506 149,382 Analysls ol grants and donatlons Grants were made to both institutions and individu818 in thè year. These have all'been Ilsted below. Grants to institutions included bolow lotall8d £3,064,148 (2023.. £3,780,826), with the r8maining £555,000 (2023.. £305,000) being grants to individuals. 2024 2023 Placed.based fund FarmED The Frlendshlp Café Forest of Dean District Council Local Equality Collective CIC Forest Voluntary Action Forum The Rewlld Project Farming and Wildlife Advisory Group Together in Malson The Long Table The Music Works Land Workers, Alliance Gloucestershire Wildlife Trust Creative Sustainability CIC Gloucestershire Gateway Trust L4 Enterprises Countryside Community Resoarch Inslitul8 Create Gloucestershire 42,000 147,000 150,000 75,000 85,000 10,000 40,000 101,319 41,947 170,000 63,752 85,674 126,01 6 78, 750 31,200 107,500 88,333 106,386 50,000 100,000 25,000 25,000 50,000 200.000 895,386 1. 104.491 Pago 19 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Analysis of grants and donations (continued) 2024 2023 Systèms Fund Coslrala Limited - Resourcing Racial Justice The Social Guarantee The Movem&nts TrLtsl Grant lo Individual - Scotland CAN B Grant to Indivldual - Scotland CAN B Power the Fight Grant lo Individual Birthrights Dark Maller Labomtories Ltd Land Workers, Alliancè Sustain The Alliance for Better Food & Farmino Doughnut E¢onomics Action Lab CIC Civic Square Birmingham The Gaia Foundalion Ecologlcal Land Cooperative RADHR Ownership futureg 35,000 49,750 220,000 30,000 30,000 32,000 2,000 50,000 550,000 105,000 150,000 124,585 350.000 loo,000 75,000 30,000 30,000 100,000 968.762 125,000 50,000 50,000 50,000 100,000 1.503.762 1,903,335 Page 20 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Analysis of grants and donations (continued) Change-maker Fund During the year 3 grants lotalling £75,000 (2023.. 3 grants È018lllng £75,OOOJ werè made to CICS and 22. grants lolalling £495.000 (2023.. 12 grants lolalllng £243,OOOJ were made to indivlduals. 2024 2023 Discretionary Fund The Maggie Keswlck Jencks Cancer Caring Centres Trust. Birthrights Menopause Support Chellenham Festivals Redlhread Youth Limlled 600,000 600,000 50,000 50,000 60,000 50,000 650.000 760,000 Donations 1,000 Total 3,619,148 4,085,826 Analysis of expenditure on charltable actlvitias Grant and donatlon funding of actlviti&s 2024 Activities undertaken directly 2024 Support costs 2024 Total . funds 2024 Total funds 2023 Grant making 105.062 3,619,148 981,321 4,705.531 4,860,067 Total 2023 51.493 4,085,826 722, 748 4,860,067 Page 21 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Analysls of 8xpendSture on charilablo activities Icontinuedl Analysls of direct costs Grant making 2024 Total funds 2024 Total runds 2023 Purposo related costs Enabling costs 54,844 sa,218 54,844 50,218 31,445 20.048 105,062 105,062 51,493 Analysls of support costs Grant making 2024 Total funds 2024 rolal funds 2023 Staff costs HR consultancy General office costs 544,855 56,497 23,326 35,754 22,369 28,251 544,855 56,497 23.326 35,754 22,369 28,251 943 6,756 17,221 15,110 4.853 6.021 12.000 421.005 20,256 4,550 10, f 23 21,685 14,280 735 7,196 12.864 6,166 34,976 3,523 12,000 38,672 101,454 13,263 Computer costs Audit and acwunlancy Legal 2nd professional Bank charyes Insurance Training, coaching and subscriptions Tr8vel, accommodation and subsisl&neè Investment manager fees Other staff costs Trustees, fees and costs Foreign Exchange losses Skagen Conscience Capital Limited - seNices in kind Brand, webslte and communications Other consultancy 6.756 17,221 15,110 4,853 6,021 12,000 84,697 52,351 70,317 84,697 52,351 70,317 981,321 981,321 122. 748 Pag8 22 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 Governance costs includtrd in support Costs comprise.. 2024 2023 Trustees, fees and costs Auditor's fees 12,000 21.612 12,000 21.685 33,612 33,685 Audltor's remuneration lexcluslve of VAT) The audilorfs remuner81ion amounts lo an auditor fee of £15,440 (2023 £14,565), preparation of financial statements of £2.570 {2023- £2,425). In 2023 tax advisory fees of £1,21)O were also received. Staff costs 2024 2023 Wages and'salaries Social security costs Pension costs 443,128 47,013 54,714 344,379 31,200 45,426 544,855 421.005 In addition lo the staff costs dlsclosed above some additional costs similar in natura to 81aff costs were incurred by Skagen Conscience Capital Limited. a related party, for work on the Foundation's affairs throughout the year. The costs incurred have been included in the financial slalemehts as part of the services in kind Sin￿ they fell under thè terms of a servlce agreemgnl between the two enllties. The average nurnbgr of persons employed by the Charity during the year was as follows: 2024 No. 2023 No. Employees Page 23 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 staff costs (continued} The number of employees whose employee benefits (excludlng employer pension costs) exceeded £60,000 was: 2024 No. 2023 No. In the band £70,001- £80.000 In the band £90,001 100,000 In the band £100,001- £110,000 In the band £130,001- £140,000 Remuneration for the key management personnel (Including empSoyer Nl and penslon costs) tolalled £379.576 (2023.. £250,565). The key management.personn81 are consldered lo be the Chief Executive Officer, Ihe Direclor of Operations, Investments & Culture. the FinancE Director and the Director of Pro5ecls & Collaboration. During the year, the Charity made a termination payment amounting to £48,745 (2023.." £9,391J lo 1 12023.. 1) Individual, of which £48,745 is oulslanding at the year end (2023.. £nil). Trustaes. remuneratlon and expensos During the year. two Trustees, Kalharine Hill and Dèrek Bardowell, were remunerated for thelr seNices in thè period as permitted by the incorporation documents. Both Trustees received £6,000 each and w5JS paid in line with the signed seNice contracts f2023.' £6,000 each). During the year ended 31 March 2024, no Trustee expenses h8ve been In￿rred [2023- £nll). other Flxed Assèt Investments Other fixed asset i￿VestmentS total £nil f2023.. £nil) comprise social irveslments which repressinl the funding arrangement with The Found21ion for Social Entrepreneurs in return for them using the Iijnds to cre818 8 pool ol ever9reen patient capital (the °Evergreen Investment Fund )- The Evergreen Inv8slmenl Fund provides eligible sodal enlrepreneurs the opportunity to apply for up lo £50,000 of repayable patient capital in the form of debt or equlty. The Trustees consider it prudent to fully impalr the investment due lo the nature of the arrangement and uncertainty around ils recoverability. 10. Debtors 2024 2023 Prepayments and accrued Income 8,263 14,999 Page 24 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 11. Creditors: Amounts falllng due wlthin onè yeay 2024 2023 Trade creditors other uedilor Accruals and deferred income 409,373 25,808 87,111 100,505 40.240 522.292 140, 745 12. Statement of funds Currènt year Balance at 31 March 2024 Balance at 1 April 2023 Income ExpendSture Unrestrlcted funds General Funds- all funds 8,651,475 5,732,113 {4,763,7301 9.619,858 Prior year Balance at 31 March 2023 Balance 81 1 Apn'l 2022 Gain (Losses) Income Exp8nditure Unrestrictod funds General Funds 8,529,029 5,353.969 {4,860,067J (371,456) 8,651,475 Page 25 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 13. Reconciliation of net movement in funds to net cash flow from operating activities 2024 2023 Net Income for the pariod las per Slaternent of Financial Aclivilies) 968,383 122,446 Adjustments for: Losses on invaslmenls Dividends and interest from iriveslmenls Increase in debtors Increase in creditors 371,456 1119,506) (149,382) 6,736 (3,207) 381,547 94,538 Net cash provlded by operating aGllvllles 1,237,160 435,851 14. Analysls of cash and cash equlvalents 2024 2023 Cash al bank 10,133,887 8, 777,221 15. Analysls of Ghanges In nat dabt At 1 April 2023 Cash flows At 31 March 2024 Cash al bank and in hand 8,777,221 1.356,666 10,133,887 Page 26 THIRTY PERCY FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 16. Grants payable In future pèrlods Al the Balance Sheet date, the Foundation had future grant payments falling due under signed grant agreements as follows.. 2024 2023 Plac8-based Fund . Systems Fund Discretionary Fund Change-maker Fund" 211,706 626,000 445.425 860,000 600,000 300,000 830.000 Total payable 1,fj67,706 2,205,425 FL¢ture grant payments are contingent Ltpon the satisfactory Compliance with the terms contained In tho grant agreement and as a result are not récognised as 8 liability in th8 Balance Sheet. The grant payments fall due in various stages extending to April 2027. 17. Penslon commitments The Foundation operates a defined contrlbutton pénsion scheme. The assets of the scheme are held separately from those of the Charity in an independently administered fund. The par¢sion cost charge represernls contributions payable by the Charity lo the fund and amountèd lo £54,714 (2023.. £45,426). There were amounts oulstandlng al Ihe year end of £nil (2023.. £nil). 18. Related party transactions Anna Louisa Philip Mann, a TrLJStee of the Foundation, Is a180 a Director of Skagen Conscience Capital Limil@d. During the year, Skagen conscien￿ Capital Limited provided Se￿ice$ lo the Foundation. lotalling £84,697 (2023.. £101,454) of whlch £74,768 was contributed as a donalion-in-kind (2023.. £96,654) and the balance of £10,019 (2023.. £4.800) was paid in full by the balance sheet dale. Th6 services provided related lo staff time and expertlS6 in the core administratlon of the Foundation. Derek Bardowell, a Trustee, is also the CEO of Ten Yearfs Time Ente￿rISeS Ltd. During the year. Ten Yearfs Time provided training seNices lo the Foundation lolalllng £1,620 {2023.' £r¢ill which was paid in full by the balance sheet data. Page 27