DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**Registered number: 07171690 Charity number: 1185764**
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
**DIRECTORS' REPORT AND FINANCIAL STATEMENTS**
**FOR THE YEAR ENDED 31 DECEMBER 2022**
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **CONTENTS**
||Page|
|---|---|
|**Reference and administrative details of the company, its Directors and advisers**|1|
|**Trustees’ report (incorporating a Directors’ report)**|2 – 6|
|**Independent auditor's report**|7 – 10|
|**Statement of financial activities**|11|
|**Balance sheet**|12|
|**Statement of cash flows**|13|
|**Notes to the financial statements**|14 - 24|
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS DIRECTORS AND ADVISERS FOR THE YEAR ENDED 31 DECEMBER 2022**
## **Directors**
A. Hinckson - resigned on 21 September 2022 A. Morgan - appointed on 21 September 2022
J. Tank
G. Yu
## **Company registration number**
0717690
## **Charity registration number**
1185764
## **Registered office**
Unit 2.7, The Green House 244-254 Cambridge Heath Road London E2 9DA
## **Independent auditor**
BDO LLP 55 Baker Street London W1U 7EU
Page 1
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **TRUSTEES’ REPORT (INCORPORATING A DIRECTORS’ REPORT) FOR THE YEAR ENDED 31 DECEMBER 2022**
The Directors (who are also Trustees of the charity for the purposes of the Charities Act) present their annual report together with the audited financial statements of Rainforest Alliance Limited (the company) for the year ended 31 December 2022. The Directors confirm that the directors’ report and financial statements of the company comply with the current statutory requirements, the requirements of the charitable company's governing document and the provisions of the Charities SORP applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019).
## **a. CONSTITUTION**
The Company is registered as a charitable company limited by guarantee and was set up by a Memorandum of Association on 11[th] October 2019 and is a registered charity number 1185764.
The principal objects of the Company are to advance the education of the public in subjects relating to sustainable development including ethical standards of conduct in social and environmental responsibility in farming and land use practices, business practices, consumer behaviour and promote sustainable development for the benefit of the public.
The Directors confirm that they have paid due regard to the guidance contained in the Charity Commission’s general guidance on public benefit when setting the charity’s objectives and planning its activities.
## b. **METHOD OF APPOINTMENT OR ELECTION OF DIRECTORS**
The management of the Company is the responsibility of the Directors who are elected and co-opted under the terms of the Articles of Association. The appointment of new directors is at the discretion of the existing directors (and/or the Guarantor, the Rainforest Alliance, Inc.).
## **c. POLICIES ADOPTED FOR THE INDUCTION AND TRAINING OF DIRECTORS**
Policies for the induction and training of new directors follow those of the ultimate parent, the Rainforest Alliance, Inc.
## **d. ORGANISATIONAL STRUCTURE AND DECISION MAKING**
Rainforest Alliance Limited is a company limited by guarantee, whose registered number is 0717690. It is also a registered charity, number 1185764. The Company is governed by a Memorandum and Articles of Association of 26[th] February 2010, as amended by special resolution on 2[nd] October 2019. The charity was set up by a Memorandum of Association on 11th October 2019. The Company is controlled by the Directors who are also the Trustees. The company was founded by the Rainforest Alliance, Inc., who is the immediate and ultimate parent undertaking, sole member and guarantor. The Company does not have share capital. Directors are appointed by a majority of other Directors or the Guarantor. The Directors have delegated the day to day activity of the Company to Kylie Norton, Director, Organizational Effectiveness & Analytics, but retain responsibility for major strategic and governance decisions.
The Company was established in furtherance of the Rainforest Alliance’s global mission. Its mission is to conserve biodiversity and ensure sustainable livelihoods by transforming land-use practices, business practices and consumer behaviour.
Page 2
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **TRUSTEES’ REPORT (INCORPORATING A DIRECTORS’ REPORT) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **e. RISK MANAGEMENT**
The Directors have considered the risks to the company, including the impact of COVID-19 and other climate factors, and these include the threat to supply chains around the world. Our revenue from supply chains remain strong and grants for new projects have increased.
The directors are satisfied that the Rainforest Alliance continues to be strong and that we are uniquely positioned to deliver transformative impacts on the world’s continuous journey to net positive agriculture.
## **f. GOING CONCERN**
Rainforest Alliance Ltd reports the UK activities of a worldwide organisation. To best understand the global activities of the entire organisation one should view the annual report of our parent non-profit organisation, Rainforest Alliance Inc. The annual report, “We Are All In” can be found at our website www.rainforestalliance.org, and it gives details of our work in 70 countries, with staff working in all continents The report and accompanying accounts for RA Inc also show that our work is securely funded with a healthy balance sheet. All expenditure that is made in the UK, has been commissioned by the worldwide organisation and is fully funded and guaranteed by the parent organisation, RA Inc.
Rainforest Alliance are fortunate to have the strength of diverse income streams and a healthy reserve balance. While diversity of revenue is a key financial health and resilience factor for us, we also recognize that the uncertainty of the economy as we move through uncertain times requires us to plan for a revenue downturn.
The Directors have confirmed that the major sources of grant funding are assured and the delivery of the activities can be carried out. It is even more important that we carry out our mission to help People and Nature thrive together.
Furthermore, the Directors are confident that costs will only be incurred to the extent that funding is secured. These financial statements are prepared on the going concern basis since Rainforest Alliance, Inc. have undertaken to provide written confirmation of continuing financial support to enable the Company to meet its obligations as and when they fall due
The Directors are therefore confident that the Company and its ultimate parent undertakings, the Rainforest Alliance, Inc., has adequate resources to continue operating for the foreseeable future and, for this reason, the Trustees continue to adopt the going concern basis in preparing the accounts.
## g. **REMUNERATION OF KEY MANAGEMENT PERSONNEL**
Neither the Directors nor any persons connected with them have received remuneration or reimbursements for their services as trustees of the Company during the year ended 31 December 2022.
Page 3
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **TRUSTEES’ REPORT (INCORPORATING A DIRECTORS’ REPORT) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **FUNDRAISING**
The main source of income is through the provision of financial support from the Rainforest Alliance, Inc.
Any communications to the public made in the course of carrying out fundraising activity shall be truthful and reflect our ethos and values, that our appeals will state whether funds raised are for general funds or a specific purpose, and that all money raised via fundraising activities will be for the stated purpose of the appeal and will comply with the organisation’s stated mission and purpose.
The Company does not undertake any activity that could be classified as intrusive or persistent in its approach to individuals (vulnerable or otherwise), ensuring that it does not apply undue pressure to donors to support fundraising activities.
We have had no fundraising complaints in the last financial year. If someone wants to make a complaint about our fundraising, we will provide details of our complaints procedure to them in writing upon request.
## **OBJECTIVES AND ACTIVITIES**
The objectives of the Company are as follows:
- Advance the education of the public in subjects relating to sustainable development including ethical standards of conduct in social and environmental responsibility in farming and land use practices, business practices and consumer behaviour.
- Promote sustainable development* for the benefit of the public by:
- the preservation, conservation and protection of the environment and the prudent use of resources;
- the promotion of sustainable means of achieving economic growth and regeneration; and
- the prevention and relief of poverty and the improvement of the conditions of life in socially and economically disadvantaged communities.
*Sustainable development means “development which meets the needs of the present without compromising the ability of future generations to meet their owns needs”.
- The Rainforest Alliance introduced a new certification program in 2021, and the new certification has taken full effect in 2022. Along with this program, we have introduced a new Sustainable Agriculture Standard.
.
Page 4
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **TRUSTEES’ REPORT (INCORPORATING A DIRECTORS’ REPORT) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **PLANS FOR THE FUTURE**
The Board and leadership team have developed and approved a strategy to take the organization forward from 2023 to 2030. This strategy is focused on accelerating the transformation of key landscapes through the work of food, agriculture and forestry sectors at speed and scale .
## **FINANCIAL REVIEW**
Total income for the year ended 31 December 2022 amounted to £1,902,404 (2021 £1,430,832). Expenditure amounted to £1,902,404 (2021 £1,430,832), giving an overall surplus/(deficit) of £NIL (2021: £NIL). No restricted income was received, or restricted expenditure incurred, in the period.
The funds at year-end are £NIL (2021: £NIL).
The financial performance and position of the company is closely monitored on a regular basis to ensure that sufficient cash is available for the continued operations of the company.
## **RESERVES POLICY**
Rainforest Alliance does not hold reserves because it is fully funded by Rainforest Alliance Inc. Future expenses are expected to be met by ongoing financial support by Rainforest Alliance Inc, as a result a target reserve is set out at £Nil (2021: £Nil) as it will be unnecessary and inappropriate to hold reserves as future obligations will be met as and when they fall due.
All funds received are used on a timely basis to maximise our charitable impact.
## **DIRECTORS' RESPONSIBILITIES STATEMENT**
The Directors (who are also Trustees of Rainforest Alliance Limited for the purposes of charity law) are responsible for preparing the Trustees’ Report (incorporating a Directors' Report) and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Company law requires the Directors to prepare financial statements for each financial year in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the charitable company's transactions and disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 5
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **TRUSTEES’ REPORT (INCORPORATING A DIRECTORS’ REPORT) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **PROVISION OF INFORMATION TO AUDITOR**
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
- so far as that Directors are aware, there is no relevant audit information of which the charitable company's auditor is unaware, and
- the Directors have taken all the steps that ought to have been taken as Directors in order to be aware of any information needed by the charitable company's auditor in connection with preparing its report and to establish that the charitable company's auditor is aware of that information.
## **DIRECTORS’ INDEMNITY PROVISIONS**
The Company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
## **AUDITOR**
The auditor, BDO LLP, will be proposed for reappointment and BDO LLP as auditor in their place. BDO LLP has indicated its willingness to continue in office.
## **SMALL COMPANIES NOTE**
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the Directors on
## 11 September 2023
and signed on their behalf by:
**Jiten Tank Trustee**
Page 6
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAINFOREST ALLIANCE LIMITED (CONTINUED)**
## **Opinion on the financial statements**
## **In our opinion, the financial statements:**
- give a true and fair view of the state of the Charitable Company’s affairs as at 31 December 2022 and of incoming resources and application of resources for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Rainforest Alliance Limited (“the Charitable Company”) for the year ended 31 December 2022 which comprise the Statement of Financial Activities (Incorporating an Income and Expenditure Account), Balance Sheet, Statement of Cashflows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
## **Basis for opinion**
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
## **Independence**
We remain independent of the Charitable Company in accordance with the ethical requirements relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and the provisions available for small entities, in the circumstances set out in the Trustees’ Report, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
## **Conclusions related to going concern**
In auditing the financial statements, we have concluded that the Trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Charitable Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report.
## **Other information**
The Trustees are responsible for the other information. The other information comprises the information included in the Director’s Report and Financial Statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based
Page 7
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAINFOREST ALLIANCE LIMITED (CONTINUED)**
on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
## **Other Companies Act 2006 reporting**
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Trustees’ Report, which includes the Directors’ Report prepared for the purposes of Company Law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Directors’ Report, which are included in the Trustees’ Report, has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Charitable Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Trustees’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion;
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of Directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the trustees were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
## **Responsibilities of Trustees**
As explained more fully in the Directors’ Responsibility Statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Trustees are responsible for assessing the Charitable Company’s 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 Charitable Company or to cease operations, or have no realistic alternative but to do so.
## **Auditor’s responsibilities for the audit of the financial statements**
We have been appointed as auditor under the Companies Act 2006 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 to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Page 8
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAINFOREST ALLIANCE LIMITED (CONTINUED)**
## **Extent to which the audit was capable of detecting irregularities, including fraud**
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
## **Non-compliance with laws and regulations**
Based on:
- Our understanding of the Charitable Company and the sector in which it operates;
- Discussion with management and those charged with governance; and
- Obtaining and understanding of the Charitable Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102), the Charities SORP, UK tax legislation, Companies Act 2006, Employment Taxes, Health and Safety and the Bribery Act 2010.
The Charitable Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be employment law, data protection and health and safety legislation.
Our procedures in respect of the above included:
- Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
- Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
- Review of financial statement disclosures and agreeing to supporting documentation; and
- Review of legal expenditure accounts to understand the nature of expenditure incurred.
## **Fraud**
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
- Obtaining an understanding of the Charitable Company’s policies and procedures relating to: `o` Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
- Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be improper revenue recognition and management override of controls.
Our procedures in respect of the above included:
- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
- Reviewing the cut off on revenue for evidence that it was recorded in the correct period.
Page 9
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAINFOREST ALLIANCE LIMITED (CONTINUED)**
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities for the audit of the financial statements is located at the Financial Reporting Council’s (“FRC’s”) website at:
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
## **Use of our report**
This report is made solely to the Charitable Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Charitable Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Charitable Company and the Charitable Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Laurence Elliott (Senior Statutory Auditor) For and on behalf of BDO LLP, statutory auditor London, UK Date 04 October 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 10
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **STATEMENT OF FINANCIAL ACTIVITIES (Incorporating an Income and Expenditure Account) FOR THE YEAR ENDED 31 DECEMBER 2022**
|**Note**
**INCOME FROM:**
Income from charitable activities
2
**TOTAL INCOME**
**EXPENDITURE ON:**
Charitable activities
3
**TOTAL EXPENDITURE**
NET INCOME/(EXPENDITURE) FOR THE
YEAR, BEING NET MOVEMENT IN FUNDS
**TOTAL FUNDS AT 31 DECEMBER**|**Unrestricted**
**funds**
**2022**
**Restricted**
**funds**
**2022**
**Total**
**funds**
**2022**
_Total_
_funds_
_2021_
**£**
**£**
**£**
_£_
**1,902,404 **
**-**
**1,902,404 **
_1,430,832 _|
|---|---|
||**1,902,404**
**-**
**1,902,404**
_1,430,832_|
||**1,902,404**
**-**
**1,902,404**
_1,430,832_|
||**1,902,404**
**-**
**1,902,404**
_1,430,832_|
||**-**
**-**
**-**
_-_|
||**-**
**-**
**-**
_-_|
The notes on pages 13 to 22 form part of these financial statements
Page 11
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **BALANCE SHEET AS AT 31 DECEMBER 2022**
|**Note**
**NON-CURRENT ASSETS**
Tangible Assets
8
**CURRENT ASSETS**
Debtors
9
Cash at bank
**CURRENT LIABILITIES**
Creditors due within one year
10
**NET CURRENT LIABILITIES**
**NET ASSETS**
**CHARITY FUNDS**
Restricted funds
11
Unrestricted funds
11
**TOTAL FUNDS**|**2022**
_2021_
**£**
_£_
**13,242**
_17,685_
**45,853**
_6,214_
**50,719**
_31,530_|
|---|---|
||**96,572**
_37,744_
**(109,814)**
_(55,429)_|
||**(13,242)**
_(17,685)_|
||**-**
_-_|
||**-**
_-_
**-**
_-_|
||**-**
_-_|
The financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
The financial statements were approved by the Directors on
11 September 2023
and signed on their behalf, by:
**Jiten Tank**
Trustee
The notes on pages 14 to 24 form part of these financial statements
Page 12
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED**
**(A company limited by guarantee)**
## **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022**
|**Analysis of changes in net funds/(debt):**
**Cash flows from operating activities**
Net income/(expenditure) for the year
Reconciliation to cash generated from operations:
Depreciation charge for the year
(Increase)/Decrease in debtors
Increase/(Decrease) in creditors
**Net cash provided by / (used in) operating activities**
**Cash flows from investing activities**
Capital Expenditure
**Net cash provided by / (used in) by investing activities**
**Net increase/(decrease) in cash in the year**
**Reconciliation of net cash flow movements to net funds**
Net increase/(decrease) in cash in the year
At 1 January
**At 31 December**
Consisting of:
Cash at bank
**1**
**January**
**2022**
**Cash flows**
**£**
**£**
Cash at bank
31,530
19,189||**2022**
**£**
**-**
**4,443**
**(39,638)**
**54,384**
**19,189**
**-**
**-**|_2021_
_£_
_-_
_4,443_
_(3,636)_
_6,441_
_7,248_
_-_
_-_|
|---|---|---|---|
||**19,189**
19,189
31,530
**50,719**
**50,719**
**Non-cash**
**movement**
**£**
-||_7,248_
_7,248_
_24,282_
_31,530_
_31,530_
**31**
**December**
**2022**
**£**
50,719|
The notes on pages 14 to 24 form part of these financial statements.
Page 13
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## 1 **ACCOUNTING POLICIES**
## **1.1 Basis of preparation of financial statements**
The accounts (financial statements) have been prepared in accordance with the Charities SORP (FRS102) applicable to charities preparing their accounts in accordance with FRS102 the Financial Reporting Standard applicable in the UK and Republic of Ireland, the Companies Act 2006 and the Charities Act 2011 and UK Generally Accepted Practice as it applies from 1 January 2015. Assets and liabilities are recognised at historical cost or transactional value unless otherwise stated in the accounting policies. The company meets the definition of a public benefit entity under FRS 102.
## 1.2 **Company status**
The company is a company limited by guarantee, incorporated and domiciled in the UK, with the registered number 07171690. It is also a charity registered in England and Wales, charity number 1185764. The Rainforest Alliance Inc. is the sole member of the member of the company. The address of the registered office is Unit 2.7, The Green House, 244-254 Cambridge Heath Road, London, E2 9DA
Details of the principal activities of the company are given in the Trustees’ Report.
The financial statements have been prepared for the year ended to 31 December 2022 and are presented in Pound Sterling (GBP), as that is the currency in which the majority of the company's transactions are denominated. The accounts are rounded to the nearest pound.
## **1.3 Going concern**
The financial statements have been prepared on a going concern basis, as the trustees believe that no material uncertainties exist. External risks, such as extreme climate events, global diseases, and war in Ukraine all present serious threats to the global food supply chain. It is part of RA’s mission to prepare for and mitigate the risks occurring all round the world because of climate change.
The Directors have confirmed that the major sources of grant funding are committed and the delivery of the activities can adjust and react in order to ensure our mission continues to protect landscapes and communities from climate change and other new conditions.
Furthermore, the Directors are confident that costs will only be incurred to the extent that funding is secured. The company continues to be funded by its ultimate parent undertaking, the Rainforest Alliance. The Directors are confident that the company and its ultimate parent undertakings, the Rainforest Alliance, has adequate resources to continue operating for the foreseeable future, defined as a 12 month period from the date of approving these accounts. For this reason, the Trustees continue to adopt the going concern basis in preparing the accounts.
## **1.4 Fund accounting**
General funds are unrestricted funds which are available for use at the discretion of the Directors in furtherance of the general objectives of the company and which have not been designated for other purposes.
Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors which have been raised by the company for particular purposes. The cost of raising and administering such funds are charged against the specific fund.
Page 14
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## **1 ACCOUNTING POLICIES (continued)**
## **1.5 Income**
All income is included in the Statement of Financial Activities when the company is legally entitled to the income and the amount can be quantified with reasonable accuracy and the likelihood of receipt of the income is probable.
The major income streams for Rainforest Alliance, funding the work of its worldwide mission, including Royalties and Grants, is collected and reported by RA Inc. RA UK, spends funds in UK as programmed and directed by the parent company and then is fully re-imbursed by the parent company. These reimbursement payments constitute the majority of income received by RA UK. A smaller stream of donations is collected in the UK and is used to support the overall mission of RA in UK and worldwide. Donation income is counted on receipt.
All income is included in the Statement of Financial Activities when the company is legally entitled to the income and the amount can be quantified with reasonable accuracy and the likelihood of receipt of the income is probable.
Income comprises amounts funded during the year.
## **1.6 Expenditure**
Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably.
Expenditure on charitable activities includes support costs for those functions that assist the work of the charity but do not directly undertake charitable activities. Support costs include back office costs, finance, personnel, payroll and governance costs which support the Companies operations and activities.
## **1.7 Pensions**
## **Defined contribution pension plan**
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
Contributions are charged to the income and expenditure account as they become payable in accordance with the rules of the scheme. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
## **1.8 Debtors**
Debtors are measured at transaction price, less any impairment.
Page 15
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## **1 ACCOUNTING POLICIES (continued)**
## **1.9 Cash at bank and in hand**
Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.
## **1.10 Creditors and provisions**
Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors are measured at the transaction price.
## **1.11 Financial instruments**
The company has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.
Financial assets held at amortised cost comprise cash and bank and in hand, together with trade and other debtors. Financial liabilities held at amortised cost comprise bank loans and overdrafts, trade and other creditors.
## **1.12 Operating Leases**
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the statement of financial activities on a straight line basis over the lease term.
## 1.13 **Critical accounting judgements and key sources of estimation uncertainty**
In the application of the company’s accounting policies, the directors are required to make judgements, estimates, assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects the current and future periods.
In the view of the directors, no assumptions concerning the future or estimation uncertainty affecting assets and liabilities at the balance sheet date are likely to result in a material adjustment to their carrying amounts in the next financial year.
Page 16
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## **2. INCOME**
|**Donations and legacies**
**Income from charitable activities:**
Grants
Total|**Unrestricted**
**funds**
**2022**
**Restricted**
**funds**
**2022**
**Total**
**funds**
**2022**
_Total_
_funds_
_2021_
**£**
**£**
**£**
_£_
**8,765**
**-**
**8,765**
_12,849_|
|---|---|
||**1,893,639**
**-**
**1,893,639**
_1,417,983_|
||**1,902,404**
**-**
**1,902,404**
_1,430,832_|
All income received in 2022 and 2021 related to unrestricted funds.
## **3. CHARITABLE ACTIVITIES**
|Gross salaries
Employers NI contributions
Employers pension contributions
Rent and rates
Computer costs
Sundry consumable supplies
Training
Printing, stationery
Accountancy fees
Consultancy fees
Subscriptions/membership fees
Travel & subsistence
Bank charges
Audit fees
Telephone, postage & advertising
Insurance
Legal costs
Recruitment costs
Repairs and maintenance
Depreciation
Total|**Unrestricted**
**funds**
**2022**
**Restricted**
**funds**
**2022**
**Total**
**funds**
**2022**
_Total_
_funds_
_2021_
**£**
**£**
**£**
_£_
**1,387,484**
**-**
**1,387,484**
_1,080,941_
**161,624**
**-**
**161,624**
_123,505_
**67,044**
**-**
**67,044**
_54,660_
**46,680**
**-**
**46,680**
_55,574_
**2,498**
**-**
**2,498**
_15,036_
**7,913**
**-**
**7,913**
_666_
**9,264**
**-**
**9,264**
_4,987_
**-**
**-**
**-**
_5,912_
**7,656**
**-**
**7,656**
_3,083_
**51,011**
**-**
**51,011**
_36,875_
**4,220**
**-**
**4,220**
_2,630_
**94,415**
**-**
**94,415**
_8,050_
**1,373**
**-**
**1,373**
_-_
**27,900**
**-**
**27,900**
_12,435_
**1,032**
**-**
**1,032**
_689_
**7,029**
**-**
**7,029**
_6,429_
**-**
**-**
**-**
_35_
**8,640**
**8,640**
_9,957_
**12,178**
**-**
**12,178**
_4,925_
**4,443**
**-**
**4,443**
_4,443_
**1,902,404**
**-**
**1,902,404**
_1,430,832_|
|---|---|
All expenditure incurred in 2022 and 2021 related to unrestricted funds
Page 17
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## **3. CHARITABLE ACTIVITIES (continued)**
|The costs above are classified as:
Total
Total
**4.**
**GOVERNANCE COSTS**
Auditor's remuneration
Legal fees|
**Direct**
**Costs**
**Support**
**Costs**
**Governance**
**costs**
**Total**
**costs**
_Total_
_costs_
**2022**
**£**
**2022**
**£**
**2022**
**£**
**2022**
**£**
_2021_
_£_
**1,874,504**
**-**
**27,900**
**1,902,404**
_1,430,832_|
**Direct**
**Costs**
**Support**
**Costs**
**Governance**
**costs**
**Total**
**costs**
_Total_
_costs_
**2022**
**£**
**2022**
**£**
**2022**
**£**
**2022**
**£**
_2021_
_£_
**1,874,504**
**-**
**27,900**
**1,902,404**
_1,430,832_|
|---|---|---|
||**Direct**
**Costs**
**Support**
**Costs**
**Governance**
**costs**
**Total**
**costs**
_Total_
_costs_
**2021**
**£**
**2021**
**£**
**2021**
**£**
**2021**
**£**
_2020_
_£_
**1,418,362**
**-**
**12,470**
**1,430,832**
_1,507,425_||
|||**2022**
_2021_
**£**
_£_
**27,900**
_12,435_
**-**
_35_
**27,900**
_12,470_|
Page 18
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2022**
## **5. STAFF NUMBER AND EMOLUMENTS**
The average monthly number of employees, including directors, during the period was 29 (2021 – 21).
|Staff emoluments
Social security costs
Pension costs
Total|**2022**
2021
**£**
_£_
**1,387,484**
**1,080,941**
**161,624**
**123,505**
**67,044**
**54,660**|
|---|---|
||**1,616,152**
_1,259,106_|
The number of higher paid employees was:
|||**2022**|_2021_|
|---|---|---|---|
|||**£**|_£_|
|In the band £60,001|- £70,000|**-**|_4_|
|In the band £70,001|- £80,000|**4**|_3_|
|In the band £80,001|- £90,000|**2**|_2_|
|In the band £90,001|- £100,000|**1**|_-_|
The Trustees supervise the activities of the Foundation and ensure that the aims and objectives are being met. The principal leadership of Rainforest Alliance (RA Inc) is held by a worldwide leadership team, dedicated to the worldwide mission of the organisation. The Chief Executive Officer of RA Worldwide is Santiago Gowland. The executive staff member leading the management of activities in the United Kingdom is Kylie Norton.
During the year, the Trustees received no remuneration, benefits in kind or reimbursement of expenses (2021: none).
Page 19
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES (continued) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **6. TRUSTEES' EMOLUMENTS AND REIMBURSED EXPENSES**
Neither the Directors nor any persons connected with them have received remuneration or reimbursements for their services as trustees of the Company during the year ended 31 December 2022 (£0; 2021).
## **7. NET (EXPENDITURE)/INCOME**
This is stated after charging:
|Legal costs
Operating lease
Auditor's remuneration|**2022**
_2021_
**£**
_£_
**-**
_35_
**46,680**
_55,474_
**27,900**
_12,435_|
|---|---|
## **8. TANGIBLE FIXED ASSETS**
|Cost/valuation
At 1 January 2022
Additions
At 31 December 2022
Depreciation
At 1 January 2022
Charge for the year
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021|**Improvements**
**to Leasehold**
**Land and**
**Buildings**
**Furniture,**
**Fittings and**
**Equipment**
**Total**
**£**
**£**
**£**
**755**
**21,373**
**22,128**
**-**
**-**
**-**
**755**
**21,373**
**22,128**
**168**
**4,275**
**4,443**
**168**
**4,275**
**4,443**
**336**
**8,550**
**8,886**
**419**
**12,823**
**13,242**
**587**
**17,098**
**17,685**|
|---|---|
Page 20
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES (continued) FOR THE PERIOD ENDED 31 DECEMBER 2022**
## **9. DEBTORS**
|Other debtors
Amounts owed by group undertakings
Total
**CREDITORS**
Amounts owed to group undertakings
Other taxation and social security
Pensions payable
Accruals and deferred income
Total|**2022**
**£**
_2021_
_£_
**5,865**
_4,865_
**39,988**
_1,349_|
|---|---|
||**45,853**
_6,214_|
||**2022**
**£**
_2021_
_£_
**-**
_-_
**29,549**
_32,394_
**12,423**
_5,395_
**67,842**
_17,640_|
||**109,814**
_55,429_|
## **10. CREDITORS**
Page 21
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED**
## **(A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES (continued) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **11. MOVEMENT IN FUNDS**
|Unrestricted funds
Restricted funds
Total funds
Unrestricted funds
Restricted funds
Total funds|**Brought**
**Forward**
**£**
-
_-_
_-_|**Income**
**2022**
**£**
**1,902,404**
-
**1,902,404**|**Expenditure**
**2022**
**£**
**(1,902,404)**
-
**(1,902,404)**|**Carried**
**Forward**
**£**
-
-
**-**
_Carried_
_Forward_
_£_
_-_
_-_
_-_|
|---|---|---|---|---|
||_Brought_
_Forward_
_£_
_-_
_-_
_-_|Income
2021
_£_
_1,430,832_
-
1,430,832|Expenditure
2021
_£_
_(1,430,832)_
-
(1,430,832)||
Page 22
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
## **RAINFOREST ALLIANCE LIMITED**
## **(A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES (continued) FOR THE PERIOD ENDED 31 DECEMBER 2022**
## **11. ANALYSIS OF NET ASSETS BETWEEN FUNDS**
|Non-current assets
Current assets
Current liabilities
Non-current assets
Current assets
Current liabilities|**Restricted**
**funds**
**Unrestricted**
**funds**
**Total funds**
**2022**
**2022**
**2022**
**£**
**£**
**£**
**-**
**13,242**
**13,242**
**-**
**96,572**
**96,572**
**-**
**(109,814)**
**(109,814)**|
|---|---|
||**-**
**-**
**-**|
||_Restricted_
_funds_
_Unrestricted_
_funds_
_Total funds_
_2021_
_2021_
_2021_
_£_
_£_
_£_
_-_
_17,685_
_17,685_
_-_
_37,744_
_37,744_
_-_
_(55,429)_
_(55,429)_|
||_-_
_-_
_-_|
## **12. ULTIMATE AND IMMEDIATE PARENT UNDERTAKING**
The company is under the control of the Rainforest Alliance Inc., a company incorporated in the United States of America.
The principal objects of the Rainforest Alliance Inc. are to advance the education of the public in subjects relating to sustainable development including ethical standards of conduct in social and environmental responsibility in farming and land use practices, business practices, consumer behaviour and promote sustainable development for the benefit of the public.
Control can be exercised by the Rainforest Alliance Inc. through the power to appoint or remove the majority of trustees.
The address from which the public can obtain the consolidated accounts that include the subsidiary charity's accounts is Rainforest Alliance, 27 East 28[th] Street, 8[th] Floor, New York, NY 10016.
Page 23
DocuSign Envelope ID: 6954531E-6497-44B2-9568-BE8CFE4C959C
**RAINFOREST ALLIANCE LIMITED (A company limited by guarantee)**
## **NOTES TO THE FINANCIAL ACTIVITIES (continued) FOR THE YEAR ENDED 31 DECEMBER 2022**
## **13. RELATED PARTY TRANSACTIONS**
Rainforest Alliance Inc. granted funds of £1,855,000 (2021 - £1,405,000) to Rainforest Alliance Limited to fund its operation in the UK. During the 12 months ended 31 December 2022 the Rainforest Alliance Limited spent more than expected by £38,639 (2021 - £12,983).
At the year-end Rainforest Alliance Limited was owed amounts by Rainforest Alliance Inc. totalling £39,988 (2021 : £1,349).
## **14. OPERATING LEASES**
At 31 December 2022 the Company had future minimum lease payments under non-cancellable operating leases as follows:
|operating leases as follows:||||
|---|---|---|---|
|Not later than 1 year
Later than 1 year and not later than 5 years||**2022**
**£**
**58,368**
**72,960**
|_2021_
_£_
_58,368_
_-_
_58,368_|
|||**131,328 **||
## **15. POST BALANCE SHEET EVENT**
There are no subsequent events to disclose at reporting date.
Page 24