JOHN PEARCE FOUNDATION (Registered Charity No. 1181348 and Company No. CE0160451 ANNUAL REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 RAWLINSON & HUNTER JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 CONTENTS Page Annual Report of the Trustees Independent Auditor's Report Slalement of Financi81 Activities (including Income and Expenditure Account) Balance Sheet 10 Notes to the Financial Statements P8ge 1 JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2024 The Trustees pr8seTht their report and independenuy audited financial statements of the John Pearce Foundation {"the Foundalion. or "the CIO"), for the year ended 31 December 2024. These have been prepared in accordance with the accounting policies set out on pages 11 to 13 and comply with applicable charity law. The financial statements comply with the Charities Act 2011 and where applicable the Charities Act 2022. Ihe Foundation's Constitution dated 21 December 2018 and Accounting and Reporting by Charities- Statement of Recommended Practice applicable to charities preparing their accounts in accordan￿ with the Financial Reporting Standard applicable in the UK and Republic of Ireland Charities SORP {FRS 1021. REFERENCE AND ADMINISTRATIVE DETAILS John Pearce Foundallon, (registered charity number 1181348 and registered company number CE016045) is based and administered in the United Kingdom. The registered address is 29 Queen Anne's Gate, London, SW1H 9BU. Trustees: The Trustees of Ihe Foundation who held Offi￿ during the period and continLJe to serve at the date of this report are: Rupert Bentley Nicolas Eentley Michael John Winarick The Trustees did not hold any beneficial interest in the fund at 31 December 2024 or at any time during or since that peri(Kl. Bankers: C Hoare & Co 37 Fleet Street, London, EC4P 4DQ Solicitors: BDB Pilmans LLP 50 Broadway, Westrninster. London, SW1H OBL Accountants: Rawlinson & Hunter LLP Eighth Floor, 6 New Street Square, New Fetter Lane. London, EC4A 3AQ Independent Audltor: Rawlinson & Hunter Audit LLP Eighth Floor. 6 New Street Square, New Fetter Lane, London, EC4A 3AQ Website: h1lps=l/johnpear￿.o(gl Page 2 JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2024 STRUCTURE, GOVERNANCE AND MANAGEMENT The Foundation is a charitable incorporated organisation governed by its Constitution dated 21 December 2018 and is regislered as a charity with the Charity Commission for England and Wales. The Trustees are resident in the United Kingdom and meet regularly to discuss and develop the Foundation's goals and strategy and to review grant proposals and general grant requests. The number of Trustees shall be a minimum of two at any one time and new Trustees sh211 be 8ppoiriled by ordinary resolution by the existing Trustees. The range of skills represented on the Trustee Board will be kept under review as the Foundalion develops over time. Inductlon and Training As part of their training, Trustees are given an information pack which includes the Foundation's Constitulion and the Charity Commission guidance on Truslees, Responsibilities. All Trustees are aware of their legal duties and obligations in respect of the managernent of the Foundation, including in relation to the prolection of its assets. Statemenl of Trustees, Responslbllities The Trustees are responsible for preparing the Annual Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepled Accounting Practice). The law applicable lo charities in England and Wales requires the Truslees to prepare financial statements for each financial year whiGh give a true and fair view of the slate of affairs of the FourKlation and of the incoming resources and application of resources, including the iTbcome and expendrture of the Foundation for thal period. In preparing these financial statements, the Trustees are required to.. select suitable accounting policies and then apply them consistently., observe the methods and principle5 in the Charities SORP IFRS 102}- make judgements and estimates that are reasonable and prudent., slate whether applicable UK Accounting Slandards have been followed, subject lo any material departures digdosed and explained in the financial stalements., and prepare the financi81 statements on the going concern basis unless it is inappropriate to presume that the Foundation 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 Foundation and enable Ihem to ensure that the financial statements comply with the Charities Act 2011 and where applicable. the Charities Act 2022, the Charity (Accounts and Reportsl Regulations 2008 and the provisiDns of the trust deed. They are also responsible for safeguarding the assels of the Foundalion and hence for taking reasonable steps for the prevention and deteclion of fraud and other irregularities. The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on ihe Foundation's website. Legislalion in the Ur)ited Kingdom governing the preparation and dissemination of financial slaloments may differ from legislalion in otherjurisdictions. No Trustee received any remuneration during the period from 1 January 2024 to 31 De￿mber 2024. Page 3 JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2024 STRUCTURE, GOVERNANCE AND MANAGEMENT {conlinued) Disclosure of information to Auditor In so far as the Trustees are aware- there is no relevant audit infomialion Df which the charily'5 auditor is unaware,. and the Trustees have tsken all steps that they ought to have taken lo make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Internal Controls The Trustee5 have overall responsibility for ensuring that the Foundation has appropriate systems of internal controls. They are also responsible lor keeping proper accounting records which disclose with reasonable accuracy at any tirne the financial position of the Foundation. The Trustees are also respoTrsible for safeguarding its assets and for taking reasonable st8ps for the prevention and detection of fraud and other irregularities. The system of internal controls is designed to provide reasonable, but not absolute, 89surance against material misstatement or loss. Risk Management & Corporate Governance A risk assessment has been undertaken which comprises: An annual review of the risks the Foundation may fac8- The establishment of systems and procedures to mitigate those risks., and The implemenlalion of procedures designed to minimise any potential impact on the Foundalion should those risks materialise. This continuing process will idenlify risk areas to which the Foundation is vulnerable and highlight any necessary safeguards that will need lo be put in place. No majoT risks were idenlified al the date of these accounts. The Truslees have signed fit and proper declarations in line with HMRC guidance. In addition, the Trustees have taken due consideration of Good Governance A Code for the Voluntary and Community Sector, ensuring that the seven main principles of the Code are adhered to. These are: Organisalional purpose., Leadership; Inlegrily; Decision-making, risk and control Board effectiveness- Equality. diversity and inclusion. and Openness and accessibility. The Trustees recognise that good governance plays an essential part in securing the future of Ihe Foundalion and confimi that the said principles of the Code are followed by them in leading, directing and managing the Foundation. Page 4 JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2024 OBJECTIVES AND ACTIVITIES FOR THE PUBLIC BENEFIT The objects of the Foundation are restricted specifically lo the application of CIO funds, at such time or limes and in such manner. forlhe public benefit, as the Foundation Trustees may in Iheirdiscretion think fit for any exclusively charitable purposes in any part of the world. The Foundation operates as a grant-making charity, supporting charitable projects and organisations with grants of varying sizes and durations. The Trustees are looking to develop solid framework for fulure grant-making activities and have refined their grant-making focus areas. The Trustees have pursued a broad strategy of ensuring proper due diligence in the assessment of potential granls and ensuring that grants are made subject lo appropriat8 terms and conditions. Statement of Public Benellt As a grant-funder, the Foundation's activities will provide public benefit lo the individuals and communrties who are beneficiaries of the Foundation's funded projects. The Foundation's public benefit is not limited with reference to geography or otherwise. The Trustees are aw8re of the Charity Commission guidance on Public Benefit and confirm that they have complied with the duty in Section 4 of the Charities Act 2011 to have due regard to it. They consider the infomation which follows in this annual report, about the Foundation's aims, activities and achievements in the areas of interest that the Foundation supports, demonstrates the benefit to its beneficiaries and through them to the public, that arise from those activities. Grant Making Policies The Trustees, granl making pollcy has been to generally consider making donations by way of direct funding and also by way of grants to charitable organisalions recognised as such in their respective jurisdictions for projects that are exclusively charitable under En91ish law. The Foundation has put in place sound grant arrangements so that it can properly selecl appropriate grantees and impose prudent lerms on grants, including, as appropriate, monrtoring and evalu2tK)n of the way in which funds are applied by grantees. Fundraising The Trustees have referred lo the Charitiès (Protection and Social Investment) Act 2016 {Yhe Acl") and the Guidance on Charities and Fundraising issued by the Charity Commission ("CC20'). They confirm that Ihe Act and CC20 have no impact on the charity 85 It does not engage in any public fundraising activities. ACHIEVEMENT AND PERFORMANCE Charitable Activities During the year the Truslees continued their grant programme awarding a number of grants lo Horse Racing related projects and P811iative Care initiatives. Horse Racing was of particular interest to the late eponymous John Pearce who bequeathed the initial funding for the Foundation. By awarding grants lo projects in the Horse Racing community the Trustees believe they are both preserving the legacy of John Pearce and benefiting the general public more widely. Grants lotalling £1,81 S,770 {2023: £1,946,748) were awarded during the year, arnounting to 93° {2023.' 95 /0) of total expenditure. Page 5 JOHN PEARCE FOUNDATION ANNUAL REPORT OF THE TRUSTEES {continu•d) FOR THE YEAR ENDED 31 DECEMBER 2024 FINANCIAL REVIEW The Stalemenl of Financial Activities on page g shows total incoming resources for the year of £25.439 12023- £49,977), charitable aclivilies of £1,948,186 (2023.. £2.051,5181. There was no expenditure on raising funds. Grant expendilure amounted to £1,815,770 12023- £1,946,748), Support costs amoLJnted lo £132.41612023'. £104,770) and are included within charitable activities. The balance of reserves at 31 December 2024 is £777,830 {2023.' £2,700,577). Reserves Pollcy The Trustees have examined the Foundation's requirement for resource$ in light of the main risks to Ihg organisation and have no outstanding commitments or cash demands which are not adequately covered by existing resources. The net assets of the Foundation are regarded as unreslricted reserves and the funds al 31 December 2024 will be retained lo make grants in accordance with the Foundation's charilable objects and any policies. The Trustees consider that the freely expendable funds are appropriate and adequate taking into account plans for grants lo be awarded in future and have at present therefore not designated any specific reserves. However, the Trustees will keep this under constant review. In future years, a specific reserves policy may be required. PLANS FOR THE FUTURE The Trustees do not propose to deviate from the current objeGtives and activities of the Foundation as detailed in Section 3 of this report but will further develop and refine their strategies. policies and procedures in future. AUDITOR A resolution will be proposed al the TTUStees' Meeting that Ra￿l￿SOn & Hunter Audit LLP be re- appointed as auditor to the Charsly for the ensuing year. Approved by the trustees and signed on their behalf by: 3110712025 Trustee Date Page 6 INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF JOHN PEARCE FOUNDATION Opinion We have audited the financial statements of John Pearce Foundation ( the Foundation. or "CIO") for the ye8r ended 31 December 2024 which comprise the Slalemenl of Financial Activities Ilncluding Income and Expenditure Account}, the BalanTr Sheet ané notes to the financial statements, including 8 summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards. including Financial Reporting Standard 102 The Financial Reporting Standard applic8ble in the UK and R8public of Ireland (United Kingdom Generally Accepled Accounting Practice). In our opinion the financial statements: give a true and fair view of the slate of the Foundation's affairs as at 31 Dec8mber 2024, and of its incoming resources and application of resources, including its income and expenditure. for the year have been properly prepared in accordan¢e with United Kingdom Generally Accepted Accounting Praclice,. and have been prepared in accordance with the requirements of the Charities Act 2011 and where applicable, the Charities Act 2022. Basis for opinion We conducted our audit in accordance wilh International Stsndards on Auditing IUKI (ISAS (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Foundation in accordance with the ethical requirements that are relevanl to our audit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordar)ce with these requirements. We believe Ihal Ihe audit evidence we have obtained is sufficient and appropriate to provide 8 basis for our opinion. Con¢lusions r•lating to going concern In auditing the financial statements. we have Concluded that the Trustees, use of the going concem basis of accounting in the preparation of the financial slalements is appropriate. Based on the work we have performed, we have nol identified any material uncerlainties relating to events or conditions thal. individually or collectively, may cast significant doubl on the Foundation's ability to continue as a going concern for a period of al least twelve months from when the financial statements are aulhorised for issue. Our resp)nsibilities and the responsibilities of the Trustees wilh respect to going concern are described in the relevant sections of this report. Other informallon The Trustees are responsible for the other infomialion. The other infomialion comprises the infomation included in the AnT)ual Report of the Trustees and Financial Statements, other than the financial statements and our auditol's report thereon. Our opinion on the financial statements does not cover the other informalion and we do not express any form of assurance conclusion thereon. Page 7 INDEPENDENT AUDITOR'S REPORT (continued) TO THE TRUSTEES OF JOHN PEARCE FOUNDATION In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information 15 materially inconsistent with the financial stalemenls or our knowledge obtained in the course of the audit or Dtherwise appears lo be maleri8lly misslated. If we identify such material inconsistencies or apparent material misslalemenls, we are required to determine whether this gives rise to a material misstatement in the financial slalemenls themselves. If, based on the work we have performed, we conclude that there is a material misslalement of this other information, we are required to report that fact. We have nothing to report in Ihis regard. Matters on which we are rèquired to report by exception We have nothing to report in respect of the following mallers in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion.. the information given in the financial statements is inconsistent in any material respect with the Trustees, report., or sufficient accounting records have not been kept,. or the financial staternents are not in agreement with the accounting record., or we have not re￿iVed all the informats'on and explanalions we require for our audit. Responslbilities of Irustees As explained rnore fully in the Statement of Trustees Responsibilities sel out on page 2, Ihe Trustees a responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary lo enable the preparation of financial slatemenls that are free from material misstatement, whether due to fraud or error. In preparing the financi81 stalerllenls, the Trustees are responsible for assessing the Foundation's ability to continue as a going concern, disclosing, as applicable. matters related to going concern and using the going concern basis of accounling unless the TTUStees either intend to liquidate the Foundation orto cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements We have been appoir)ted as auditor under sectior) 145 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due lo fraud or error, and lo issue an auditorfs report that includes our opinion. Reasonable assurance is a high level of assurar)ce, but is not a guarantee that an audit conducted irb accordance with ISA5 (UK} will always delect a material misstatement when it exisls. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregale, they could reasonably be expected to influeTr￿ the economic decisions of users taken on the basis of these financial slalements. Irregularities, including fraud, are instances of non-compliance wilh laws and regulations. W8 design procedures in line with our responsibilities. outlined above. to delect material misstatements in respect of irregularities, including fraud. The extent lo which our procedures are capable of detecting I￿egUlar1tie8, including fraud is detailed below. Our assessment of the susceptibility of the entily's financial statements lo material misstatement. including how fraud might occur, 18 considered to be low. This conclusion was reached after the consideration of the following: Page 8 INDEPENDENT AUDITOR'S REPORT {continuedl TO THE MEMBERS AND TRUSTEES OF JOHN PEARCE FOUNDATION due to the relatively simple business model and low number of transactions within the Foundation there are comparatively few unexpecled fluclualioTbS in the reported results and balances and any such unexpected items would be specifically enquired into by us- and there are a number of individuals which compTise "management. and therefore there is no single individual who is likely to be able to override controls to effect a fraud. We designed our audit procedures to respond lo identified audit risks, including non-compliance with laws and regulations lirregularilies) that are malerial lo the financial stalements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below.. the review of control accounts and journal entries for large, unusual or un2Uthorised entrie5: Ihe analylical review of the detailed staternent of financial activities for variances that are either unexpected or felt not to be in accordance with our understanding of the charitable aGtivities during Ihe year., obt8ining aTrd reviewing for completeness a list of enlities and persons considered lo be related parties {as defined by Financial Reporting Standard 1021 and reviewing the ledgers of the Foundation for previously unreported related party Iransaclions., review of transactions and journals for any indication of fraud or management override. Because of the inherent limitations of an audit, Ihere is a risk that we will not detect all irregularities, including those leading to a material misstatemenl in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely lo become aware of instances of norb-compliance. The risk 18 also greater regarding irregularities occurring due to fraud rather Ihan error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our respon5ibililies for the audit of the financial statements is located on the Financial Reporting Council's website at.. www.fr¢.org.ukJaudtlorsresponsibililies. This description forms part of our auditor's report. Uso of our rèport This report is made solely to the Foundation's Trustees, as a body, in accord8nce with Part 4 of the Charities IAcGounls and Reports) Regulotions 2008. Our audit work has been undertaken so that we might stale to the Foundation's Trustees those matters we are required to stale to them in an auditor's report and for no other purpose. To the fullest exlenl permitted by law, we do not accept or assume responsibility to anyone other than the Foundation and the Foundation's Trustees as a body, for our audit WOTk, for this report. or for Ihe opinions we have formed. Rawlinson & Hunter Audit LLP Statutory Auditor Eighth Floor 6 New Street Square New Fetter Lane London EC4A 3AQ 74 Rawlinson & Hunter Audit L is eligible for appointment as auditor of the Foundation by virtue of its eligibility for appointment as auditor of a company under Section 1212 of the Companies Act 2006. Page 9 JOHN PEARCE FOUNDATION