The Lucille Foundation Annual Report & Accounts for the Year Ended 31 March 2024 Registered Charity Number.. 1179736 ANDERSON BARROWCLIFF Chartered Accountants
The Lucille Foundati rEn 24 Page Legal and Administrative Details Report of the Trustees Report of the Independent ALJditor 10-12 statement of Financial Activities Balance Sheet 14 Statement of Cash Flows Principal accounting policie5 16-17 Notes to the Accounts 18-21
The Lucille Foundati mini rEn iv 24 TRUSTEES: Alexander Alfred Charles de Carvalho Charlene Lucille de Carvalho Heineken Charles Andrew George de C£walho Louisa Lucille Henrietta Brassey Ichairl CHARITY REGISTRATION NUMBER: 1179736 REGISTERED OFFICE: Greenwood Place Limiied West Wing Somerset HoLJse Strand London WC2R 1LA WEBSITE: https'.Illucillefoundation.org AUDITOR: Buzzacott LLP 130 Wood Street London EC2V 6DL ACCOUNTANTS: Anderson Barrowcliff LLP 3 Kingf15her Court Bowesfield Court Stockton on Tees TS18 3EX BANKERS: Citi Bank N.A, jersey Branch PO Box 728 38 Esplanade, St Heller jersey, Channel Islands IE48ZT GRANT ADMINISTRATORS Greenwood Place Limited Wesi Wing Somerset House Strand London WC2R 1LA SOLICITORS: Bryan Cave Leighton Paisner LLP Adelaide House London Bridge London EC4R 9HA Page 1
The Lucllle Foundatlon The trustees present their statutory report together with the accounts of The Lucille Foundation Ithe"Foundation" or'charity'l for the year to 31 March 2024. The accounts have been prepared in accordance with the accounting policies set out on pages 16 to 17 of the attached accounts and comply with the charitls trust deed, applicable laws, accounting standards (United Kingdom Generally Accepted Accounting Practice) and Accounting and Reporting by Charities.. Statement of Recorllmended Practice 3pplicable to ch3ritie5 preparing their accounts in accordance with the Financial Reporting Standard applicable in Ihe UK and Republic of Ireland IFRS 1021. INTRODUCTION The Found3tion was established by a trust deed dated 27 September 2017 and confirmation of registration with the Charity Commission was received on 30 August 2018- Charity Registration Number 1179736. The Lucille Foundation is an independent grant-rllaking charitable trust. It funds organisations in the Global South and the UK that promote community-led developmeni and fight poverty and environmental degradation. MISSION During the period 1 April 2023 to 31 M3rch 2024 the Lucille Found3tion Ithe Foundation) made and managed grants to charitable organisations focused on finding and executing innovative soluiions 10 todals most pressing issues.. povety and environmental degrzdation, with a geographic focus on Afric£ 2nd South Asia in addition to some grant5 in other geographie5. The Foundation has three key objectives: to challenge inequality, restore balance 10 the environment and help to build thriving communities. The trustees work with Greenwood Place Limited (Greenwood Place) to fulfil the role of their executive team and have put in place what they believe 15 a transparent and robust proce55 for decision-making and grant management. We maintain a relational Style of grant-making, which support5 learning and knowledge exchange with our grant- holders and encourages openness and transparency with the goal of becoming more useful and impactful grant- makers. Greenwood Place carried out a survey of all its clients, grantee5 to understand how well the processes and system5 of the foundations managed by Greenwood Place were operating. Feedback was very encouraging. 72 respondents participated, representing 94 grantees overall, rating Greenwood Place at 9.5 or above lout of l 01 on a range of questions relating to the manner in which Greenwood Place interacted with and supported grantees. Specific feedback included.. There ore few portners who ore 05 condid, tspproochoble, helpful, colltsborotive, self-owore, ond deepty committed os Greenwood Ploce.- "Real time, care and thoughtgoes into understanding our work keeping up to date with it our contex¢ which meuns there isgreut respect on both sides in any intert7ction. "It is very helpful to knoLV questions ohe of time ond c(F115 Wlth Greenwood Ploce ore ulwoy5 greot leorning opportunities. Itfeels very colloborative tronsporent." Grants are limited to twelve months and a proattive and timely process allows LJS to renew grants to organisations wh05e work we feel is Still making an outsized difference for people experiencing poverty and the planet. We have renewed funding for the majority of grants, while maintaining a proactive approach to identifying new potential grantees. Our strategic priorities and pr3Ctices will remain under review. By learning from our grant-holders and our own grant-making experiences, we will continue to assess how we can operate most effectively as a Foundation to support positive outcomes in the world. Page 2
The Lucllle Foundatlon OBJECTIVES AND ACTIVITIES IN THE YEAR Actlvltles and spèclflc objectlvès The stated objects of the charity are.. The prevention or relief of poverty by providing grants to charities, or other organisations working to prevent or relieve poverty. To promote sustainable development for the benefit of the public through.. the relief of poverty and the improvement of the conditions of life in 50cially and economically disadvantaged communities., the promotion of sustainable means of achieving economic growth and regenerztion,. and the preservation, conservation and the protection of the environment and the prudent use of resources, in particular where to do so contributes to the prevention 2nd relief of poverty. To advance, promote or carry out such charitable purposes as the trustees in their absolute discretion from time to time think fit anwihere in the world. 'Sustainable development, means'development which meets the needs of the present without compromising the ability of future generations to meet their own needs., The trustees operate a grant giving policy, providing funds for such charitable object or institution as the trustees think fit. Objertives and activities for the public benefit The Foundation's sole acrivity is making grants to charitable organisations focused on finding and execLJting innovative solutions to todays most pressing i55ues'. poverty and environrnental degradation. It does this with a geographic focus on Africa and South Asia land increasingly in Souih Americal and makes granis to organisations which are predominantly registered as charities or non-profit organisations in the UK or the US or which are clearly operating within UK charitable purposes. Where grants are made to non UK or US charities, additional care 15 taken to ensure that organisations are operating within UK charitable purposes. The Foundation has three key strategic objectives.. to challenge inequality, resiore balance to the environmeni and help to build Ihriving communities. The Foundation's grantees operate within milestones agreed as Part of the grant agreement and report regularly to the trustee5 On their progre$5. The trustees confirm that they have referred to the guidance contained in the Charity Commission's general guidznce on public benefit when reviewing the Foundation's zims and objectives, manzging the Foundation's asset5 and considering applications for financial assistance. Grant-making policy and aims The Foundztion's prirn3ry areas of focus are Africa, South Asia (2nd increasingly In South America). However. grants may also be made to support organisations addressing issues of poverty and environmental degradation elsewhere in the world. The Foundation takes a proactive approach to identifying projects, leveraging Greenwood Place's extensive network of funders, experts and partner charities, and is unable to consider unsolicited applications. The Foundation does not make grants to individuals. The Foundation look5 for programmesthat have robust management and are ambitious to achieve lasting change. We seek programmes that start with listening to the people they support, that recognise the interconnectedness of problems facing those living in poverty and our shared environment, and that we feel have the ability to achieve significant results. Page 3
The Lucllle Foundatlon How we work We aim to be an active, engaged, long-term partner to organisations we support, backing them to execute the model of change they wish to achieve. We are entrepreneurial people and we believe in the abiliry of entrepreneurs to create high-impart, sustainable solutions to complex problems. We support organisations in finding innovative solutions 10 todals most pressing issues.. poverty and environmental degradation. The Foundation seeks to use its freedom and independence to fund newthinking and experimentation, even when outcomes £re uncertain. Our experience from grants made to date tells us that we can be particularly helpful in funding organisations and projects that are seeking to address complex systemic issues. We provide unrestricted funding to organi5ations who have a strong vision for impact and Scale and we strive to work with organisations where the impact of their work greatly outweighs the investment. We review our grant portfolio annually and renew support whenever we feel that our funding continues to be impactful. Achievement5 and performance The Foundation made payments to charitable organisations totaling £4,452,000 (year ended 31 March 2023.. £4,797,073). Over the year, the Foundation funded charitable organisations working primarily in Africa and in India, but also in other geographies. A full list of grants is set out below. Grant recipients come from a wide spectrum but are all aligned with the Foundation's strategic objectives outlined above. The Foundation's grants were all made for an initial twelve-month period. Where grants have been renewed, this renewal has been for a further twelve months. The Foundation's core strategic portfolio focused on poverty and environmental degradation include5 24 grantee5 who received grants of between £1 00,000 to £200,000, with one exceptional grant of £1,000.000 made to Fauna & Flora International. Within the current budget, the trustees aim to maintain a total grant portfolio of no more than 30 key grantees. All grant holders agree clear milestones relaiing to the delivery and impact of their work as well as their own organisational strength. They are asked to take part in a six-month review and to produce 3 form31 annLJ21 report on the progress of their work, with future payments dependent on the report being satisfactory. Grants were made to the following organisations during the year= Root Capital £200,000 to support core costs. Root Capital provides working capital and market connection5 for Small and mid-sized agricultural businesses in Africa and Latin America. Last Mile Health £150,000 over twelve months to support core costs. Last Mile Health develops and manages trained community health workers who bring Iritical health services to remote communities. Acumen £200,000 over Iwelve months to support core costs. Acumen invests in sustainable businesses and promising leaders that are tackling poverty and the root causes of poverty. CAMFED International- £150,000 to support core costs. CAMFED supports marginalised girls in Africa to go to school and to succeed, and equips young women ICAMFED graduatesl to step up as leaders of change. Peek Vision £150,000 to support core costs. Peek Vision identifies people with eyesight problems and connects them to local health workers, using smarrphone-based technology to gather data that enables targeted, cost-effective treatment in low-income countries. Kheyti - £150,000 to SUPPDrt core costs. Khesti helps smallholder farmers mitigate climate risk and Increase agricultural income through their affordable"Greenhouse-in-a-8ox" which protects crops from environmental risks and grows seven times more food, using 90% less water than open cultivation. Page 4
The Lucllle Foundatlon Achievements and performance (continued ... Ashoka UK- £150,000 to support the international fellows programme. Ashoka is a global network that supports 'changemakers' through their fellowship programme. These are social innovators who are tackling some of the world's most pressing problems. There are 3,700 Ashoka Fellows in 92 countries acr055 the world each given an unrestricted stipend and 5UPPOrt which includes coachin& leadership development, training and lifelong membership of the Ashoka peer network. Noora Health - £150,000 to support core costs. Noora Health trains family members and frontline caregivers to 5UPPOrt patients to recover from a major medical event or to manage a chronic health condition. Educate Glrls- £150,000 to 5UPPOrt core costs. Educate Girls mobilise5 communities to ensure acce55 to quality education for girls, getting out-of-school girls into education and providing support that keep5 them there. Foundation for Ecological Securlty IFES1- £150,000 to support core costs. Foundation for Ecological Security restores damaged common land in rural India by helping communities secure land rights and then restore and manage that land effectively. Spark Microgrant5 - £150,000 to 5UPPOrt core costs. Spark Microgrants provides communities facing extreme poverty wilh a village-based approach to economic and civic development thai works by building strong decision making processes and supporting collective action at village level. y Agro Farm5 - £150,000 to support core costs. myAgro operates a mobile layaway savings model that enables farmers to invest in quality seed, fertiliser, tools and trainings, and to increase harvest and Income. mothers2mothers IUKI Limited - £150,000 to support core costs. mothers2mothers works to eliminate paediatric AIDS and prevent new HIV infections via a network of trained and employed HIV+ mothers. Village Enterprise- £150,000 to support core costs. Village Enterprise corllbats poverty in rural Africa by supporting people living in extreme poverty to launch and run businesses. Zayohub - £100,000 to 5UPPOrt core costs. ZayoHub builds physical 'hubs' and provides the associated infrastructure and support to enable last mile communiiies in Zambia to access solar energy, transporL education, livelihood opporrunities, financial services and more. ClientEarth - £150,000 to support core cost5. ClientEarth uses the power of the law to combat climate change and pollution, secure peoples, environmental rights and protect and restore habitats, wildlife and natural resources. Greenwave - £150,000 to support core costs. Greenwave's model of Regenerative Ocean Farming restores marine environments, supports local livelihoods and mitigates climate change. Coral Vita £100,000 to support core costs. Coral Vita use5 high-tech, landba5ed coral farm5 to grow climate change resilient, genetically diverse corals and plant them back into degraded reef sites. Their coral reef restoration efforts aim to educate local people and tourists on the importance of coral reefs. Blue Venture5 £150,000 over twelve months to support core costs. Blue Ventures helps coastal communities to establish locally-managed marine areas that improve catch and increase incomes whilst also conserving coast21 ecosystems. Page 5
The Lucllle Foundatlon Achievements and performance (continued ... WildAid Marine- £100,000 over twelve month5 to 5UPPOrt core c05t5. WildAid Marine work5 to irrTrprove the effectiveness of existing Marine Protected Areas IMPAS) focusing on enforcement. They work with partners helping them to independently manage the MPAS over the longterm. Legado- £150,000 over twelve months to support core c05t5. Legado works with Indigenous Peoples and Local Communities IIPLCI helping them build the capacity to design and implement social and environmental projects of their choosing. They call this approach Thriving Futures, and focus work on area5 important for biodiversity. Canopy Planet - £1 00,000 over twelve months to support core costs. Canopy Planet works with industry partners in the fashion, packaging, and publishing 5ector5 to eliminate 50urcing from irreplaceable fore5t5 and find alternative solutions that support conservation. Northern Rangelands Trust - £150,000 over twelve months to support core costs. NRT develops and supports community conservancies, which are created to support the management of community-owned land for the benefit of livelihoods. Fauna & Flora International {FFII- £1,000,000 to support programmatic and core costs. FFI is the world's oldesi wildlife conSerallOn organisation and focuses on the proiection of threatened species and ecosystems. In addition to its well know work in species consetvation, FFI is working increasingly on tackling climate change and supporting sustzinzble local livelihoods. The Foundation's portfolio organisations continually innovate as they seek more effective ways to achieve their mission objectives. The work of a few of the Foundation's charity partners is highlighted below. WildAid Marine won the 2023 Earthshot Prize in the Revive Our Oceans category. They currently work within 95 Marine Protected Areas IMPAS) and coastal fisheries in 'critical ocean hc>tspots" in low-income countries where MPA'S ineffectiveness is due to lack of resources. They partner with local government entities and/or NGOS to build capacity so that local partners can independently manage the MPAS over the long-term. Their Marine Protection System trackerf measures the change in system effectiveness most recent results suggest that 8396 of MPAS in which they worked improved their score. myAgro doubled their reach to 200.000 smallholder farmers in 2023, increasing their income and agricultural yield through a mobile savings platform. Farmers purchase inputs in small increments and myAgro delivers high quality seed, fertiliser, tree seedlings, or poultry combined with agricultur21 training to support their food security and resilience to climate shocks. On average, myAgro farmers see a 50- 100% increase in yield per hectare and a $100-$200 net increase in farming income per year. 2023 also saw the expansion of their work into Cote d'lvoire, the use of the myAgro Connect App for distributing ernergency aid in Mali and the scaling of their pilots to support farmers in becoming clirnate change M2m Imothers2mothersl launched their expznsion into Nigeria, Africa's most populous nation, with the largest HIV epidernic in West and Central Africa and a rnother-to-child transmission of HIV rate of 25%. mothers2mothers Im2ml employs women living with HIV across 10 African countries as paid, professional Community Health Workers called Mentor Mothers who work within health facilities and door-to-door. They have achieved virtual elirnination of mother-to-child tran5mi55ion of HIV amongtheir client5 for nine consecutive years and provided ~15m people with essential health services and he31th education since 2001. m2m's initial focus was on eliminating mother-to-child transmission of HIV. They are now expanding their scope to deliver integrated primary health services to entire families and tackle non-communicable di5ea5es that disproportionately affect people living with HIV. Page 6
The Lucllle Foundatlon Achievements and performance (continued ... Spark MlcroGrants signed a Memorandum of Understanding with the Government of Malawi to implement their Facilitated Collective Action Proce55 IFCAPI in rural communitie5 across the country. Spark Microgrants was founded in 2010 to prove that community-driven development can be done at scale to sustainably improve the lives of those living in rural poverty. Spark's Facilitated Collective Action Process IFCAPI is a vill£ge planning plus microgr£nt model that builds the socizl 2nd economic power of families living in poverty to drive local change through collective decision making and community-driven development. Since 2010, Spark has partnered with over 700 communities across six countries to launch projects Impacting more than 500,000 people. From baseline to end-line their Intervention eads to z doubling of meals consumed from one to two or more per day and an 80% increase in household assets after one year. The trustees also retzin 2 small "random acts of kindness" IRAOKI provision to enable smaller, largely one-off grants that may not be fully aligned with the core strategy. 11 RAOK grants were made during the year ranging from £4,000 to £20,000 per grant. Key management The trustees comprise the key management personnel of the charity in charge of directing and controlling the charity on a day-to-day basis. The day-to-day management and operation of the Foundation has been supported by an experienced team of grant-makers at Greenwood Place together with administrative and bookkeeping SUPPOrt provided by Anderson Barrowcliff LLP. The Greenwood Place team have worked closelywith the trustees in orderto implement the Foundation's strategic prioritie5 and managed the grant-making proce55, the grant5 Portfolio and relationship5 Wlth grant holder5. Where appropriate, advice is also taken from the charitls auditor, legal and other professional advisors. FINANCIAL REVIEW Results for the year A 5urnmary of the results for the period can be found on page 13 of this report and accounts. During the year, total income amounted to £5,367,403 (year ended 31 March 2023.. £4,687,304). Income from donations received £mounted to £5,360,700 lyear ended 31 March 2023.. £4,683,363). During the year, total expenditure amounted to £4,707,481 (year ended 31 March 2023.. £5,031,465), which consisted of grants payable to institutions totalling £4,452,000 (year ended 31 March 2023.. £4,797,073) and support costs comprising administration and governance costs totalling £255,481 lye3r ended 31 March 2023: £234,392). This results in a net surplus during the year of £659,922 lyezr ended 31 March 2023 net expenditure of.. £344,161). Reserves policy and financial position Reserves policy The trustees, policy is to operate on the basis of having sufficient Income to use towards meeting their charitzble objects and to accord with their principal aim5. The trustees are of the opinion that the charitsls funds at 31 March 2024 together with anticipated donations remain sufficient to enable them to continue this ongoing objective. The charity has sufficient, but not excessive, fund5 to maintsin its current level of charitable distributions. FITnunciulposition The balance sheet shows total funds of £982,86012023'. £322,938). The unrestrirted fund comprises amounts which ultimately are free reserve5 but which are held by the trustees. The Size of the unrestricted fund 5U5tain5 and supports the level of donations which the trustees wish to make over time. The trustees considerfree reserves to be adequate but not excessive in the light of the charlS reserves policy set out above. Page 7
The Lucllle Foundatlon GOVERNANCE. STRUCTURE AND MANAGEMENT The chèrity is governed by 2 trust deed dated 27 September 2017. The charity is registered under the Charities Act 2011, Charity Registration Number 1179736. Trustees The names of the trustees who were in place on 31 March 2024 are set out as part of the legal and administrative details on page 1 of this annual report and accounts. In addition to a full board meeting held four times a yezr, the trustees receive written porrfolio updates from the executive team at Greenwood Place four times a year. They are 3150 invited to relevant grantee events and invited to meet directly with grantee partners that are of particular interest to them. Trustees are required to disclose all relevant Interests and withdraw from decisions where a conflict of Interest arises. The power of appointing new trustees is vested in the trustees. The trustees hold ultimate responsibility for the policies, activities and assets of the charity. The trustees agree the broad strategy of the Foundation, review and confirm policy decisions, review proposals, approve grants, assess and discuss grant-holder performance reports and discuss financial and investment issues and performance. When necessary, the trustees seek training, advice, and support from professional advisors, including legal advisors and auditors. The Foundation doe5 not hold an investment portfolio but receive5 donations throughout the year to cover an agreed budget for grant making and operational costs. statement of trustee> responslbllitles The trustees are responsible for preparing the trustee5' report and account5 in accordance with applicable law and Uniied Kingdom Accounting Siandards (Uniied Kingdom Generally Accepted Accouniing Practice). Charity law requires the trustee5 to prepare accounts for each financ131 year which give a true and fair view of the State of affairs of the charity at the year-end 3nd of its income and expenditure during the year. In preparing accounts giving a true and fair view, Ihe Irustees are required 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 zpplic3ble to charities preparing their 3ccounts In accordante with Financial Reporting Stand3rd 102 IFRS 1021., make judgements and estimates that are reasonable and prudent., state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts,. and prepare the accounts on the going concern basis unless it is inappropriate to presume that the charity will continue in operation. The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable it to ensure that the accounts comply with the Charities Act 2011, applicable Charity (Accounts and Reports) Regulations and the provisions of the trust deed. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 8
The Lucllle Foundatlon Statement of truxee¥ respon$lbllltles lcontlnued . The trustees are ultimately responsible for the policies, activities and assets of the charity. They review the developments with regard to the charity, its grant giving activities and make any important decisions. When necessary, the trustees seek advice and support frorn the charity'5 profe$5i0nal advisers including solicitors and account3nts. The day-to-day management of the ch3rity'5 activities, and the implementation of policies, is delegated to the management team at Greenwood Place. Rlsk management The trustees have a range of experience acr05S the business, investment and charity 5ector5. Additional relevant experiise and internal control is maintained by delegating responsibilities and performance measurement. Procedures and policies are kept under regular review. The trustees conduct regular reviews of the major risks to which the charity is exposed. Risks are formally documented and categorised as financial, governance and compliance, operation31, reputational and grant- making. Prob3bility and potential impact are £s%e5sed for each risk. This enables the trustee5 to judge whether and where additional controls need to be irllplemented. All risks have clear mitigating actions and responsibilities assigned. To mitigète the risk of making grants that are not in line with the Foundation'5 objectives, there are clear and transparent due diligence procedures which include the take up of references, analysis of grantees, impact, ambition, finances and areas of risk. The execuiive team at Greenwood Place conducts research and due diligence on potential grant recipients which includes 3 review of the organisation's fin£nces and operations and multiple meetings- via telephone or In-person- to discuss the aims and objectives. Trustees review and approve all funding proposals and recipients are asked to submit clear milestones as part of their grant agreements. All grant recipienis have a formal 6-month check-in with the executive team as well as submitting an annual progress report, including both successes and challenges, and informal discussion5 take place throughout the year. Any reque5t5 made by grant-holders to amend the grant terms mid-course are discussed and approved by the trustees. Having assessed the major risks to which the charity is exposed, the trustees believe that by ensuring controls exist over key financial and grant-making systems which are subject to regular rnonitorin& including periodic reviews of performance against benchmarks, they have established effective systems to mitigate those risks. PLANS FOR THE FUTURE The trustees aim to continue their support of entrepreneurial, impact focused organisations aligned with their mission of backing community agency and sustainable solutions to poverty and environmental issues into the future. In late 2023, Trustees discussed and approved a strategy for the next three years which will build on existing work to date. This includes.. A doubling of annual grant-giving from circa £5m to £1 Om The introduction of larger grant sizes alongside the existing £1 OOk- £200k per grantee Growing the overall portfolio to a maximum of 40 grants Thematic rebalancing within the community portfolio - specifically by adding more partners in the education space in 2024-25 Increasing the proportion of work in South-East Asia, where the Foundation currently has minimal footprint Growth in the environmental portfolio Louisa Brassey Signed on behalf of the trustees Approved by the trustees on.. 10 July 2024 Page 9
The Lucllle foundatlon Opinion We have audited the accounts of The Lucille Foundation I'the charitsll for the year to 31 March 2024, which the comprise the statement of financial activities, the balance sheet, the statement of cash flows, the principal accounting policies and the notes tothe accounts. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland, Iunited Kingdom Gener£lly Accepted Accounting Prarticel. In our opinion, the accounts'.- give a true and fairview of the State of the chariW5 affairs as at 31 March 2024 and of the charitJ15 incorne 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 Charities Act 2011. Basis for opinion We conducted our audit in accordance with International Standards on Auditing IUKI11SAs IUKII and applicable law. Our responsibilities under those standzrds are further described in the auditor's responsibilities for the audit of the accounts section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in 3ccord2nce with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a ba515 for our opinion. Conclusions relating to going concern In audltingthe accounts. we have concluded that the trustees. use of the golng concern basls of accountlng In the preparatlon of the account$ Is approprlate. Based on the work we have performed. we have not Identifled any material uncertalntles relating to evènts or conditions that. individually or collectively. may cast significant doubt on thè ¢harity's ability to continue as a going concern for a period of at least twelve months from when the accounts are authorised for issue. Our responslbllltles and the responslbllltles of the trustees wlth respect to golng concern are descrlbed In the relevant sections of this report. Other Informatlon The trustees are responsible for the other information. The other information comprises the information included in the Annual Report and Accounts, other than Ihe accounis and our auditorfs report thereon. Our opinion on the accounts does not cover the other information and, except to the extent otherwise explicitly stated in our reporL we do not express any form of assurznte conclusion thereon. In connection with our audit of the accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the £ccounts or our knowledge obtained in the audit or otheise appears to be materially rllisstated. If we identify such material inconsistencies or apparent material misstatemenis, we are required to deiermine whether there is a material misstatement in the accounts or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a materi31 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page10
The Lucllle Foundatlon Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Charities Act 201 I requires us to report to you If, In our opinion.. the inforrnation given in the trustees, report is incon5iStent in any material respect with the accounts,. or sufficient accounting records have noi been kept., or the accounts are not in agreement with the accounting records and returns,. or we have not received 311 the information and explanations we require for our audit. Responsibilities of the trustees As explzined more fully in the trustees, responsibilities statement set out in the trustees, repor¢ the trustees are responsible for the preparation of the account5 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 accounts that are free from material misstatement, whether due to fraud or error. In preparing the account5, the trustees are responsible for assessing the charitls ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do 50. Auditotrs responsibilities for the audit of the accounts Our objectives are to obtain reasonzble assurance about whether the accounts as 3 whole are free from material misstatement, whether due to fraud or error, and to issue an auditorfs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS IUKI will always detect 3 material misstatement when it exists. Misstatements can arise from fraud or error and are considered rnaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these accounts. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our re5pon5ibilities, outlined above, to detect material mi55tatements in respect of irregularities, including fraud. The extent to which our procedures are capable of deteciing irregulariiies, including fraud, is detailed below. How the (Judit w(ys considered cap(Fble of detecting irregul(Frities includingfr(Jud Our approach to identifying and assessing the risks of material misstatement in respect of irregLJlarities, including fraud and non-compliance with laws and regulations, was a5 follows'.- The engagement partner ensured that the engagement team collettively had the appropriate competenie, c3pabilities and skills to identify or recognise non-compliance with 3pplitable 13WS 3nd regulation5', We identified the laws and regulations applicable to the charity through discussions with trustees and from our knowledge 2nd experience of the chzrity sector., We focused on specific laws and regulations which we considered may have a direct material effect on the accounts or the activities of the charity. These included but were not limited to the Charities Act 2011 and Accounting and Reporting by Charities: Statement of Recornmended Practice 3pplicable to charities preparing their accounts in accord3nce with the Financi31 Reporting Standard applicable to the United Kingdom and Republic of Ireland IFRS 1021 leffective 1 january 20191,. and We assessed the extent of compliance with the laws and regulations Identified above through making enquirie5 of trustees and review of minutes of trustees, meetings. We assessed the susceptibility of the charitJKs accounts to material misstatement, including obtaining an understanding of how fraud might occur, by:" Making enquiries of trustees as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud,. and Page11
The Lucllle Foundatlon Auditotrs responsibilitie5 for the audit of the accounts (Continued..) Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulation5. To address the risk of fraud through management bias and override of controls, we.. Performed analytical procedures to identify any unusual or unexpected relationships-, Tested and reviewed journal entries to identify unusual transartions., Tested the authorisation of expenditure,. Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias,. and Investigated the rationzle behind significant or unusual transartions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedure5 which included, but were not limited to'.- Agreeing accounts disclosures to underlying supporting documentation.. Reading the minutes of meetings of trLJStees,' and Enquiring of as to actual and potential litigation and claims. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the le55 likely it is that we would become aware of non-compliance. Auditing standards also limit Ihe audii procedures required 10 ideniify non-compliance wilh laws and regulations to enquiry of the trLJStees 2nd other management and the inspection of regulatory 2nd leg31 correspondence, if any. Material misstatemenis that arise due to fraud can be harder 10 deteci than those thai arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the accounis is located on the Financial Reporting Council's website at www.frc.org.uklauditorsresponsibilities. This description forms part of our auditors report. Use of our report This report is made solely to the charitls trustees, as a body, in accordance with seciion 145 of the Charities Act 2011 and with regulations made under Section 154 of that Act. OLJr audit work has been undertaken so that we might state to the charitjls trustees those matters we are required to %t3te to them in an auditor's report 2nd 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 the ch3ritJls trustees as a body, for our audit work, for this report, or for the opinions we have formed. Buzzacott LLP, Statutory Auditor 130 Wood Street London EC2V 6DL 18 July 2024 Buzzacott LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006 Page12
The Lucllle Foundatlon for the Year Ended 31 March 2024 2024 2023 Notes Income from: Donations and legacies Interest receivable 5.360.700 6.703 4,683,363 3,941 Total income 5,367.403 4,687,304 Expenditure on: Charitable activitie5 Promoting and enhancing charitable work 4.707.481 5,031,465 Total èxpendlture 4.707.481 5,031,465 Net incomel{expenditurel and net movement in funds 659.922 1344,1611 Reconciliation of funds Total funds brought forward at 1 April 2023 322.938 667,099 Total funds carried forward at 31 March 2024 982.860 322.938 All income and expenditure relates to unrestricted funds. All of the chariws activities derived from continuing operations during the above two financial period5. All recognised gains and losses are included in the above ststement of financi31 activities. P3ge13
The Lucllle Foundatlon for the Year Ended 31 March 2024 2024 2023 Notes Current assets Cash at bank and in hand 995.153 337,581 Llabllltles Creditors.. amounts falling due within one year 112.2931 114,6431 Net current assets 982.860 322,938 Total net assets 982.860 322,938 Funds and reserves Unrestricted funds 982.860 322,938 Total funds 982.860 322,938 Approved by the trustees and signed on their behalf by.. Louisa Brassey Approved by the trustees on.. 10 July 2024 Page 14
The Lucllle Foundatlon for the Year Ended 31 March 2024 2024 2023 Notès Cash flows from operating artivities- Net cash provided byllused inl operating activities 657.572 1336,7581 Change in cash and cash equivalents in the year 657.572 1336,7581 Cash and cash equivalents at 1 April 2023 337.581 674,339 Cash and cash equlvalents at 31 March 2024 995.153 337,581 Notes to the statement of cash flows for the year to 31 March 2024 Reconciliation of net income and net movement in fund5 to net cash provided by operating activities Year to 31 March 2024 Year to 31 March 2023 Net Income and net movement In funds las per the Statement of financial activitie51 659,922 1344,1611 Adjustments for: Ilncrea5el/decrea5e in debtor5 Increase/ldecreasel in creditors 51,000 143,5971 {2.3501 Net cash provlded byl{u$ed Inl operatlng a¢tlvltles 657.572 1336,7581 Analysis of cash and cash equivalents 2024 2023 Total cash and cash equivalents: cash at bank and in hand 995.153 337,581 Page15
The Lucllle Foundatlon The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the accounts are laid out below. Basis of preparation These accounts have been prepared for the year to 31 March 2024, with comparative information given in respect to the year ended 31 March 2023. The accounts have been prepared under the historical cost convention with items recognised at cost ortransaction value unless otherwise stated in the relevant accounting policies below or the notes to these accounts. The accounts have been prepared in accordance with Accounting and Reporting by Charitie5'. Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (Charities SORP FRS 1021 issued in October 2019 the Finznci31 Reporting Standard 3ppliczble in the UK and Republic of Ireland IFRS 1021 and the Charities Act 2011. The charity constitutes 3 public benefit entity as defined by FRS 102. The accounts are presented in sterling and are rounded to the nearest pound. Crltlcal accountlng estlmates and areas of Judgement Preparation of the accounts requires the trustees to make significantjudgements and estimates. The principal item in the accounts where a judgement or an estimate has been made is in respect to estimating future income and expenditure flow5 to enable thetrustee5 to a55e55 charivs financial posltion and going concern Isee below). Assessment of golng concern The trustee5 have a55e55ed whether the use of the going concern assumption is appropriate in preparing these accounts. The trustees have made this assessment in respect to a period of ai leasi one year from Ihe date of approval of these accounts. The chariws income and expenditure is unlikely to be impacted significantly by the impact of the current macro- economic and geopolitical environment as income consists entirely of trustee donations. The charitls main activity is to provide grants. Therefore, it is able to exercise a significant degree of control over its expenditure. The trustee5 will continue to keep both income and expenditure under review. The trustees have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the ch3rity to continue £s 3 going toncern. The trustees are of the opinion that the charity will have sufficient resources to meet its liabilitie5 as they fall due. Income recognition Income is reiogni5ed in the year In which the charity has entitlement to the Income, the amount of Income can be measured reliably, and it is probable that the income will be received. Donations are recognised when the charity has confirmation of both the amount and the settlement dzte. In the event of donations pledged but not received, the amount is accrued for where the receipt is considered probable. In the event that the donation is subject to conditions that require a level of performance before the charity is entitled to the funds, the income is deferred and not recognised until either the conditions are fully met, or the fulfilment of these conditions are wholly within the control of the charity, and It is probable that these conditions will be fulfilled in the reporting period. All other Income is recognised to the extent that it is probable that the economic benefit will flow to the charity and the revenue can be measured reliably. It Is measured at fair value and is accounted for on an accruals ba515. Page16
The Lucllle Foundatlon Expenditure recognition Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to make a payment to a third p£rty, it is probable that a transfer of economic benefits will be required in settlernent and the amount of the obligation5 can be measured reliably. All expenditure is accounted for on an accruals basis. Expenditure comprises direct costs and support costs. Grants payable are included in the statement of financial activities when approved and when the intended recipient has either received the funds or been informed of the decision to make the donation and has satisfied all relzted conditions. Grants approved but not paid at the end of the finzncial yezr are accrued for. Grants where the beneficiary has not been informed or ha5 to meet certain condition5 before the grant is released are not accrued for but are noted as financial commitments in the notes to the accounts. All expenditure is stated inclusive of irrecoverable VAT. Allocation of support and governance costs Support costs represent indirect charitable expenditure. In order to carry out the primary purposes of the charity it is necessary to provide 5UPPOrt in the form of administration services. Governance costs comprise the costs involving the public accountability of the charity (including audit costs) and costs in respect of its compliance with regulztion and good practice. Support costs and governance costs are apportioned directly to the one charitable activity. Cash in bank and in hand Cash at bank and in hand represents such accounts and instruments that are available on demand or have 3 maturity of less than three months frorll the date of acquisition. Deposits for more than three months but less than one year have been disclosed as short term deposits. Creditors and provisions Creditor5 and provi510ns are recognised when there is an obligation at the balance sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the setilement can be estimated reliably. Creditors and provisions are recognised at the amount the charity anticipates it will pay to settle the debt. Fund accounting The unrestricted fund represents fund5 available for the general charitable purposes of the charity which may be applied at the discretion of the trustees. Page17
DONATIONSAND LEGACIES 2024 2023 Total Donations 5.360.700 4,683,363 INTEREST RECEIVABLE 2024 2023 Total Bank Interest 6.703 3,941 PROMOTING AND ENHANCING CHARITABLE WORK 2024 2023 Grants payable to institutions (note 41 Grant and other administr3tive costs (note 51 Governance costs (note 61 4.452.000 249.418 6.063 4,797,073 230.054 4,338 Total 4.707.481 5,031,465 Page18
The Lucllle Foundatlon GRANTS PAYABLE TO INSTITUTIONS Grants payzble to institutions during the year comprised the following'.- 2024 2023 Acumen Fund Ashoka UK Baobzb Centre for Young Better lives foundation Blue Dragon Childrens Foundation Blue Ventures Conservation Borne Foundation CAMFED International ClientEarth Canopy Plant Society Coral Vita Corporacion el Colegio Doorstep Library Dutch Masters Foundation Educate Girls Fauna & Flora International IFFII Foundation for Ecological Security IFESI Greenwave Kheyti Huracan Foundation The Kids Network Last Mile Health Legado Inc Live Happy mother52mothers (UK) Limited MyAgro Farms Nia Tero Foundation Noora Health Northern Rangelands Trust Nuru International OCD Foundation Peek Vision Foundation Projett Seagr3SS Root Capital Save the Med Sp£rk MicroGr2nts Village Enterprise Fund Surfers against Sewerage War Child UK The Wave Projett WildAid Marine Yunus Social Business Z3yohub Foundation 200.000 150.000 5.000 200,000 150,000 10,000 150,000 150.000 18.000 150.000 150.000 100.000 100.000 150,000 150,000 100,000 100,000 6,073 5.000 5.000 150.01)0 1.000.000 150.000 150.OIJO 150.000 5.000 5,000 150.000 1,000,000 150,000 150,000 100,000 45,000 150,000 100,000 5,000 150,000 150,000 200,000 150,000 150,000 100,000 150.000 150.000 150.000 150.000 150.000 150.000 20.000 150.000 10,000 200.000 15.000 150.000 150.000 10.000 150,000 200,000 150,000 150,000 16,000 10,000 100,000 150,000 100,000 5.000 100.000 100.000 Total 4.452.000 4,797,073 At 31 March 2024, the charity had no grant commitments in respect to grants awarded but payable only on the fulfilment of certain conditions131 March 2023- none). Page19
The Lucllle Foundatlon GRANT AND OTHERADMINISTRATIVE COSTS 2024 2023 Registration Fee for conference Grant and foundation administration Financial £dministration Provision of strategic philanthropy services Trustee training Travel 4.581 12.000 8.063 210.000 12,000 8,251 192,000 6,600 11,203 14.774 Total 249.418 230,054 GOVERNANCE COSTS 2024 2023 Statutory audit fee 4,338 STAFF COSTS AND TRUSTEES. REMUNERATION The charity employed no staff dLJring the year12023- none) No trustee received any remuneration in respect of their services during the year12023 - none) No trustees were reimbursed for expenditure incurred in the performance of their duties during the year 12023 - none) Key Management personnel The key management personnel of the charity in charge of directing and controlling the charity comprise the trustees. The total remuneration (including t3X3ble benefits but excluding employerfs pension contributions) of the key management personnel for the year wa5 £nil131 March 2023- £nill. TAXATION The Lucille Foundation is a registered charity and, therefore, is not liable to income tax or corporation tax on income or gains derived from its charitable activiiies as they fall within the various exempiions available to registered charities. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2024 2023 Financial administration Statutory audit fee Other creditor 5,485 4,158 5,000 5.670 783 12.293 14,643 Page 20
The Lucllle Foundatlon 10 RELATED PARTY TRANSACTIONS During the year to 31 March 2024, the trustees donated £5.360,700 to the charity12023 - £4,683,363). One of the trustees is a director of Greenwood Place Limited (Company Registration Number 105799961, a company appointed bythe trustees to implement the charitls strategic priorities and manage the grant- making process, the grants portfolio and rel£tionships with grant holders. During the year to 31 March 2024, the charity paid £241,35512023.' £221,803) to Greenwood Place Limited. During the year to 31 March 2024, the charity made a donztion of £150,00012023'. £150,000) to the Peek Vision Foundation. A Director of Greenwood Place Limited, an organisation which manages the grant giving process for the charities is a trustee for Peek Vision Foundation. During the year to 31 March 2024, the chzrity made a donation of £200,00012023'. £200,000) to Acumen. A Director of Greenwood Place Limited. an organisation which manages the grant giving process for the charity, is on the Advisory Board of Acumen. During the year to 31 March 2024, the charity made a donation of £1,000,00012023.. £1,000,000) to Faun & Flora International. Charlene Lucille de Carvalho Heineken is a non executive Vice President of this charity. There were no other related party transactions in the year to 31 March 202412023 none). Page 21