**Charity registration number 1192938**
## **UPSIDE TRUST**
**ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022**
## **UPSIDE TRUST**
## **LEGAL AND ADMINISTRATIVE INFORMATION**
|**Trustees**|J Berry|
|---|---|
||J Heron|
||S Farr|
|**Charity number**|1192938|
|**Principal address**|14 Butley Lanes|
||Prestbury|
||Macclesfield|
||Cheshire|
||SK10 4HU|
|**Accountants**|Azets|
||Fleet House|
||New Road|
||Lancaster|
||United Kingdom|
||LA1 1EZ|
|**Bankers**|NatWest Bank plc|
||19 Market Street|
||Manchester|
||M1 1WR|
## **UPSIDE TRUST**
## **CONTENTS**
||**Page**|
|---|---|
|Trustees' report|1 - 3|
|Accountants' report|4|
|Statement of financial activities|5|
|Balance sheet|6|
|Notes to the financial statements|7 - 11|
## **UPSIDE TRUST**
## **TRUSTEES' REPORT** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
The trustees present their annual report and financial statements for the year ended 31 December 2022.
The financial statements have been prepared in accordance with the accounting policies set out in note 1 to the financial statements and comply with the charity's governing document, the Charities Act 2011 and "Accounting and Reporting by Charities: Statement of Recommended Practice 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).
## **Objectives and activities**
The objectives of the charity are:
- The advancement of education,
- The provision of relief to those in need by reason of youth, financial hardship or other disadvantage, in particular, but without limitation by:
- Providing support by the way of grant funding to organisations which develop their skills, capacities and capabilities to enable them to participate in society as mature and responsible individuals,
- Relieving unemployment.
## _**Public benefit**_
The trustees confirm that they have referred to the Charity Commission general guidance on public benefit when reviewing the charity's aims and objectives and in planning the future activities of the charity. These are shown above in the section 'Objectives and activities'.
## **Achievements and performance**
The charity received no income for the year to 31 December 2022. In 2021 the charity received a donation from The Brightside Trust (Charity number 1159993) of £2,268,000 in the form of investment units. The charity liquidated a portion of the investments, releasing cash of £240,000 (2021: £140,000). This cash was partly used to fund grants to the following charities:
- Masikhule - The charity is based in the Western Cape in South Africa. Masikhule is a social impact organisation that trains educators in marginalised communities in Early Childhood Development (ECD) and early learning skills. The objective of the project with Upside is to make Maskhule's unique Early Learning Programme (ELP) accessible at minimal cost to all community based ECD centres and to expand this programme over time to reach as many children between the ages of two and five years old as possible through ECD educators and caregivers. Upside provided an additional grant to Masikhule in 2022 to support a nutrition programme for the children in the ECD centres over the year.
- CAMFED International - The charity is a pan-African movement focusing on how girls' education is delivered. The projects supported by the grant in 2022 were an expansion of the charity’s school improvement plans and school feeding programmes in rural Tanzania.
- World Bicycle Relief - The charity gives rural communities around the world access to education, healthcare, and jobs that once were out of reach by the provision of custom-made bicycles. The objective of the project with Upside is to fund a Mobilise A School Partnership in Zambia.
- Optiven Foundation - The charity is based Kenya to advance ideas and support institutions to promote a better world. The objective of the project with Upside is to fund the Soaring Eagles II Transitions funding 7 university and 24 college students.
- Lady Talk Matters - The charity is based in South Africa and is focused on promoting communication about female reproductive issues to remove the taboo of this issue. The purpose of the project is to fund the provision of re-usable period products to girls in South Africa and to provide hygiene and menstrual health education.
These charities have charitable objectives in line with our objectives.
- 1 -
## **UPSIDE TRUST**
## **TRUSTEES' REPORT (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **Financial review**
Details of the financial position of the charity are set out in the following accounts.
The Statement of Financial Activities shows the charity had expenditure of £189,868 (2021: £64,141) compared to income of £Nil (2021: £2,268,000), resulting in a deficit of £189,868 (2021: £2,203,859 surplus) before realised losses on investments of £28,559 (2021: £6,316 gain) and unrealised losses on investments of £206,800 (2021: £112,334 gain).
In the Balance Sheet are investments of £1,771,291 (2021: £2,246,650). Investments will be liquidated to release cash as and when the charity needs further funds.
An analysis of grants paid in the year can be found on note 4.
## _**Risk management**_
The trustees have examined the major strategic, operational and reputational risks which the charity faces and confirm processes have been established to enable the trustees to lessen these risks.
The main financial risk faced by the charity is that of volatility in equity markets and investment markets due to wider economic conditions. Liquidity risk is anticipated to be low as all assets are traded and the commitment to the intervention by central banks and market regulators has continued to provide for orderly trading in the markets and so the ability to buy and sell quoted equities and stock is anticipated to continue. The charity's investments are traded in markets with good liquidity and higher trading volumes.
The charity manages these investment risks by retaining expert advisors. The charity does not make use of derivatives and similar complex financial instruments.
## _**Reserves policy**_
It is the policy of the charity to maintain a minimum reserves balance of £50,000.
The charity has free reserves of £1,897,282 (2021: £2,322,509).
## _**Investment policy**_
The investment objective is to preserve the value of capital in real terms, in order to provide funds for future activities. Our investment is managed by Rothschild Private Fund Management, and comprises a holding of Accumulation Units in the Glenhuntley Portfolio Trust. We have confidence in our Investment Manger's abilities to look after our funds wisely in ever changing financial markets, and are satisfied with their current performance which we review quarterly. Social, environmental and ethical impacts are considered when identifying investments.
## **Plans for future periods**
The charity will review the outcomes of the projects supported by grants in 2022. Providing the outcomes are successful, the aim will be to provide further grants to support new projects with these charity partners in 2023. In addition, over the next few years the charity will look for additional charities to support with grants where projects meet the charity's objectives.
- 2 -
## **UPSIDE TRUST**
## **TRUSTEES' REPORT (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **Structure, governance and management**
Upside Trust was incorporated as a Charitable Incorporation Organisation (CIO) on 30 December 2020 (Charity number 1192938).
The charity is governed by its governing document, dated 21 December 2020.
The trustees are appointed by a resolution passed at a properly convened meeting of the charity trustees and serve for a period of five years, after which period they may put themselves forward for re-appointment. Unless otherwise agreed by resolution of the charity trustees, a charity trustee who has served for two consecutive terms may not be reappointed for a third consecutive term but may be reappointed after an interval of at least one year. The governing document provides for a minimum of three trustees. Anyone over the age of 18 is eligible for trusteeship. All decisions are made by trustees.
The aim of the charity is to recruit trustees with skills, knowledge and experience needed for the effective administration of the CIO. It is the intention of the trustees to meet quarterly in order to discuss the strategy and areas for activity. Day to day management of the charity is delegated to James Heron.
New trustees are given a detailed induction briefing by the organisation. This includes providing a copy of the constitution and a copy of the CIO's latest trustees' annual report and statement of accounts.
## _**Key management personnel**_
The trustees consider that only the trustees comprise the key management personnel. The trustees give their time freely and no trustee received remuneration in the period.
The trustees who served during the year and up to the date of signature of the financial statements were:
J Berry J Heron S Farr
## **Approval**
Approved by the trustees and signed on their behalf by:
J Heron **Trustee**
20 October 2023
- 3 -
## **UPSIDE TRUST**
## **ACCOUNTANTS' REPORT TO THE TRUSTEES ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF UPSIDE TRUST FOR THE YEAR ENDED 31 DECEMBER 2022**
In order to assist you to fulfil your duties under the Charities Act 2011, we have prepared for your approval the financial statements of Upside Trust for the year ended 31 December 2022, which comprise the statement of financial activities and the related notes from the charity’s accounting records and from information and explanations you have given us.
This report is made to the charity's trustees, as a body, in accordance with the terms of our engagement letter dated 8 April 2022. Our work has been undertaken solely to prepare for your approval the financial statements of Upside Trust and state those matters that we have agreed to state to the charity's trustees, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Upside Trust and the charity's trustees as a body, for our work or for this report.
It is your duty to ensure that Upside Trust has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and deficit of Upside Trust. You consider that Upside Trust is exempt from the statutory audit requirement for the year, and is not required to obtain an independent examiner's report.
We have not been instructed to carry out an audit or a review of the financial statements of Upside Trust. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Azets Fleet House New Road Lancaster United Kingdom LA1 1EZ
25 October 2023
- 4 -
## **UPSIDE TRUST**
## **STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT**
## _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
|||**Unrestricted Unrestricted**|**Unrestricted Unrestricted**|
|---|---|---|---|
|||**funds**|**funds**|
|||**2022**|**2021**|
||**Notes**|**£**|**£**|
|**Income from:**||||
|Donations and legacies|**2**|-|2,268,000|
|**Expenditure on:**||||
|Charitable activities|**3**|189,868|64,141|
|Net gains/(losses) on investments|**7**|(235,359)|118,650|
|**Net movement in funds**||(425,227)|2,322,509|
|Fund balances at 1 January 2022||2,322,509|-|
|**Fund balances at 31 December 2022**||1,897,282|2,322,509|
The statement of financial activities includes all gains and losses recognised in the year.
All income and expenditure derive from continuing activities.
- 5 -
## **UPSIDE TRUST**
## **BALANCE SHEET**
## _**AS AT 31 DECEMBER 2022**_
|**Notes**
**Fixed assets**
Investments
**9**
**Current assets**
Cash at bank and in hand
**Creditors: amounts falling due within**
**one year**
**10**
Net current assets
**Total assets less current liabilities**
**Income funds**
Unrestricted funds|**2022**
**£**
**£**
1,771,291
128,271
(2,280)
125,991
1,897,282
1,897,282
1,897,282|**2021**
**£**
**£**
2,246,650
79,999
(4,140)
75,859
2,322,509
2,322,509
2,322,509|**2021**
**£**
**£**
2,246,650
79,999
(4,140)
75,859
2,322,509
2,322,509
2,322,509|
|---|---|---|---|
||||2,322,509|
||||2,322,509|
||||2,322,509|
The financial statements were approved by the Trustees on 20 October 2023
J Heron **Trustee**
- 6 -
## **UPSIDE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **1 Accounting policies**
## **Charity information**
Upside Trust is a Charitable Incorporated Organisation (Charity no. 1192938). The charity's address is 14 Butley Lanes, Prestbury, Macclesfield, Cheshire, SK10 4HU.
## **1.1 Accounting convention**
The financial statements have been prepared in accordance with the charity's governing document, the Charities Act 2011, FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the Charities SORP "Accounting and Reporting by Charities: Statement of Recommended Practice 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). The charity is a Public Benefit Entity as defined by FRS 102.
The charity has taken advantage of the provisions in the SORP for charities not to prepare a Statement of Cash Flows.
The financial statements are prepared in sterling, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
## **1.2 Going concern**
At the time of approving the financial statements, the trustees have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. Thus the trustees continue to adopt the going concern basis of accounting in preparing the financial statements.
## **1.3 Charitable funds**
Unrestricted funds are available for use at the discretion of the trustees in furtherance of their charitable objectives.
## **1.4 Income**
Income is recognised when the charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received.
Cash donations are recognised on receipt. Other donations are recognised once the charity has been notified of the donation, unless performance conditions require deferral of the amount. Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation.
## **1.5 Expenditure**
Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third party, it is probable that a transfer of economic benefits will be required in settlement, and the amount of the obligation can be measured reliably.
## **Charitable activities**
The expenditure on charitable activities includes grants made, governance costs and support costs.
Grants payable are debited to expenditure and allocated according to whether they originate from restricted or unrestricted funds. Provisions for grants are made when the intention to make a grant has been communicated to the recipient but there is uncertainty as to the timing of the grant or amount of grant payable.
Support and governance costs are those functions that assist the work of the charity but do not directly carry out charitable activities. These costs have been allocated to the charity's only charitable activity of grant making.
- 7 -
## **UPSIDE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **1 Accounting policies**
## **(Continued)**
## **1.6 Fixed asset investments**
Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred.
## **1.7 Cash and cash equivalents**
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
## **1.8 Financial instruments**
The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the charity's balance sheet when the charity becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
## **2 Donations and legacies**
||**Unrestricted **|**Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2022**|**2021**|
||**£**|**£**|
|Donations and gifts|-|2,268,000|
## **3 Charitable activities**
|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Bank charges
5
1
Accountancy
2,100
1,440
Independent examiners fee
-
2,700
2,105
4,141
Grant funding of activities (see note 4)
187,763
60,000
189,868
64,141|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Bank charges
5
1
Accountancy
2,100
1,440
Independent examiners fee
-
2,700
2,105
4,141
Grant funding of activities (see note 4)
187,763
60,000
189,868
64,141|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Bank charges
5
1
Accountancy
2,100
1,440
Independent examiners fee
-
2,700
2,105
4,141
Grant funding of activities (see note 4)
187,763
60,000
189,868
64,141|
|---|---|---|
||**2022**
**£**
5
2,100
-
2,105
187,763
189,868|**2021**
**£**
1
1,440
2,700|
|||4,141
60,000|
|||64,141|
- 8 -
## **UPSIDE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **4 Grants payable**
|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Grants to institutions:
Africa Amini Alama
-
20,000
Masikhule
43,658
20,000
CAMFED International
80,000
20,000
World Bicycle Relief
23,200
-
Optiven Foundation
20,905
-
Lady Talk Matters
20,000
-
187,763
60,000|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Grants to institutions:
Africa Amini Alama
-
20,000
Masikhule
43,658
20,000
CAMFED International
80,000
20,000
World Bicycle Relief
23,200
-
Optiven Foundation
20,905
-
Lady Talk Matters
20,000
-
187,763
60,000|**Unrestricted**
**funds**
**Unrestricted**
**funds**
**2022**
**2021**
**£**
**£**
Grants to institutions:
Africa Amini Alama
-
20,000
Masikhule
43,658
20,000
CAMFED International
80,000
20,000
World Bicycle Relief
23,200
-
Optiven Foundation
20,905
-
Lady Talk Matters
20,000
-
187,763
60,000|
|---|---|---|
||**2022**
**£**
-
43,658
80,000
23,200
20,905
20,000
187,763|**2021**
**£**
20,000
20,000
20,000
-
-
-|
|||60,000|
Expenditure on grants related to unrestricted funds.
The breakdown of the grants paid is as follows:
Masikhule - The charity paid £19,080 to fund the Masikhule Early Learning Programme Phase 2 and £24,578 to fund the Masikhule Nutrition Programme.
CAMFED International - The charity paid £80,000 to support an expansion of the charity’s school improvement plans and school feeding programmes in rural Tanzania.
World Bicycle Relief - The charity paid £23,200 to fund a Mobilise A School Partnership in Zambia.
Optiven Foundation - The charity paid £20,905 to fund the Soaring Eagles II Transitions project.
Lady Talks Matters - The charity paid £20,000 to fund the provision of re-usable period products to girls in South Africa and to provide hygeine and menstrual health education.
## **5 Trustees**
None of the trustees (or any persons connected with them) received any remuneration or benefits from the charity during the year.
## **6 Employees**
The average monthly number of employees during the year was:
||**2022**|**2021**|
|---|---|---|
||**Number**|**Number**|
|Total|-|-|
There were no employees whose annual remuneration was more than £60,000.
- 9 -
## **UPSIDE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
## **7 Net gains/(losses) on investments**
||**Unrestricted Unrestricted**|**Unrestricted Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2022**|**2021**|
||**£**|**£**|
|Revaluation of investments|(206,800)|112,334|
|Gain/(loss) on sale of investments|(28,559)|6,316|
||(235,359)|118,650|
## **8 Taxation**
The charity is exempt from tax on income and gains falling within section 505 of the Taxes Act 1988 or section 252 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects.
## **9 Fixed asset investments**
|||**Listed**|
|---|---|---|
|||**investments**|
|||**£**|
|**Cost or valuation**|||
|At 1 January 2022||2,246,650|
|Valuation changes||(206,800)|
|Disposals||(268,559)|
|At 31 December 2022||1,771,291|
|**Carrying amount**|||
|At 31 December 2022||1,771,291|
|**Creditors: amounts falling due within one year**|||
||**2022**|**2021**|
||**£**|**£**|
|Accruals and deferred income|2,280|4,140|
## **10 Creditors: amounts falling due within one year**
- 10 -
## **UPSIDE TRUST**
## **NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 DECEMBER 2022**_
|**11**|**Analysis of net assets between funds**|||
|---|---|---|---|
|||**Unrestricted**|
**Unrestricted**|
|||**funds**|**funds**|
|||**2022**|**2021**|
|||**£**|**£**|
||Fund balances at 31 December 2022 are represented by:|||
||Investments|1,771,291|2,246,650|
||Current assets/(liabilities)|125,991|75,859|
|||1,897,282|2,322,509|
## **12 Related party transactions**
There were no related party transactions during the period.
- 11 -