2024-03-31-accounts

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ANNUAL REPORT & CONSOLIDATED FINANCIAL STATEMENTS Year Ended 31[st] March 2024

LEGAL AND ADMINISTRATIVE INFORMATION	3
WHO WE ARE AND WHAT WE DO	4
ACTIVITIES REPORT	5 - 6
TRUSTEES’ REPORT	7 - 10
INDEPENDENT AUDITOR’S REPORT	11 - 13
CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITES	14
STATEMENT OF FINANCIAL ACTIVITES	15
CONSOLIDATED BALANCE SHEET	16
BALANCE SHEET	17
CONSOLIDATED CASH FLOW STATEMENT	18
NOTES TO THE FINANCIAL STATEMENTS	19 - 32

LEGAL AND ADMINISTRATIVE INFORMATION

Charity Name: The Harley Foundation Charity Registration number: 276611 �� Worksop Nottinghamshire S80 3LT Trustees: Mr W H M Parente Ms D M A Parente Mr R J Brown Mrs Z Caldecott Ms D M Roberts (appointed on 5 April 2024) Senior Management: Ms Lisa Gee (Director) Curatorial Advisory Group: Mr M Hall Mrs K Hearn (Chair) Ms H Obee Mr H Wyndham Auditors: Dixon Wilson Audit Services LLP 22 Chancery Lane, London WC2A 1LS Bankers: NatWest Bank Plc 69 Bridge Street Worksop, S80 1DJ Solicitors: Wiggin Osborne Fullerlove 52 Jermyn Street London, SW1Y 6LX Investment Managers: CCLA Investment Management Limited Senator House, 85 Queen Victoria Street London, EC4V 4ET Thesis Asset Management Limited Exchange Building, St John’s Street Chichester, PO19 1UP

WHO WE ARE AND WHAT WE DO

The Harley Foundation was set up in 1978 by the late Duchess of Portland to encourage creativity and to help maintain traditional craft skills. Today we aim to help more people access and enjoy the visual arts and to help artists and makers to continue to create.

Vision To encourage people to enjoy the visual arts and crafts.

Mission ��

Activities To spark creativity by bringing the old and the new face to face through public exhibitions in the Harley Gallery and the Portland Collection gallery.

To celebrate the handmade through exhibitions, events, and studio spaces.

��

Admission to both galleries is free.

At the Harley Studios we provide subsidised workspaces and special schemes of support for individual artists and makers.

The Harley Gallery has three exhibition spaces. The exhibition spaces show the work of contempo�� has an annual programme of events for adult visitors, families, schools and children. The Gallery Shop sells work from around 250 makers and craftspeople from across the UK.

��

The Harley Foundation receives an annual income from the investment of the gifts made by the late Duchess of Portland in 1978 and from the late Lady Anne Bentinck in 2010. In addition the Foundation raises income from studio licence fees, grant funding for particular projects and via it’s trading subsidiary from the Harley Gallery shop, events and café.

ACTIVITIES REPORT

Activities

�� engaging with as broad a range of visitors as possible. Both of our gallery spaces remain free admission and we welcomed 86,000 visitors in the year.

Portland Collection

The new display in the Portland Collection Museum opened on 25 March 2023. It received 40,000 �� Karen Hearn and Hannah Obee. Monthly museum talks were fully sold out throughout the year.

Harley Gallery

March — June
Harvest Fruit: Neil Wilkin and Rachel Woodman, handblown glass Interrupted Views: Jennie Moncur, woven tapestry.

The displays coincided with the launch of ‘Unseen Treasures’ and generated over £35k sales for the three exhibiting artists.

July — September Sculpture by Nicole Farhi Ceramics by Lucille Lewin

Farhi and Lewin were highly successful fashion designers who went on to develop new careers working with clay.

October — January John Burningham Childrens Book Illustration
The exhibition was curated in-house and looked at Burningham’s work from the 1960s to the time of his recent death.

January — March Work Life: Life’s Work. Artists in the Harley Studios

Sales in the gallery and museum shops totalled £268k.

Grants

We received the following grants during the year:

£10,000 from the Skylarks Endowment Fund to use in schools and community groups that support those with disabilities.
£12,750 per annum over 15 years from the John Hemingway Trust to develop a community education programme.
£21,000 from Inspire, N.C.C. to subsidise a programme of adult and family learning in the Harley Pottery Studio and Education Studio.

��

Both the Harley Gallery and the Portland Collection museum are open 6 days a week and are free admission.

The Harley Pottery Studio ran classes for students of all ages and abilities. We have continued to work ��

Artist Studios

�� full throughout the year.

Occupants:

Restoration The Glass Repository Goetze Gwynn – Organ Restoration Ross Alcock – Clock Restorer Freeman & Young Conservation – Painting Conservation Fiona Hutchinson – Ceramic Restoration ��– Keyboard Restoration Claire Ridley – Picture Frame Conservator

Visual Arts Michelle Reader – Sculptor Phil Neal – Sculptor Steve Handley – Sculptor Louise Presley – Textile Artist Rebecca Smith – Digital artist Emma Thorpe - Photographer Georgina Rixon – Dancer and owner of Detail Dance Studio

Craft and Design Laura Baxter – Jeweller Hope and Elvis – Textile workshop studio Janie Withers – Textile Design Ruth Waller and Lee Hewitt – Textile Designers Richard Hartley – Guitar maker Rachel Wood – Potter Kyra Cane – Potter Simon Mount – Furniture Maker

Education

��

The grant from N.C.C. helped fund the Harley Pottery Studio which ran courses for a range of users of ��

�� charge.

Monthly gallery talks were programmed and were sold out.

��

TRUSTEES’ REPORT

�� set out in note 1 to the accounts and comply with the charity's Trust Deed, the Charities Act 2011 and the Charities SORP (FRS 102).

Structure, Governance and Management

The full name of the unincorporated charity is 'The Harley Foundation' ("Foundation"). The Foundation is governed by a Trust Deed dated 11 September 1978 and various supplemental deeds. The Foundation's ��

The Foundation has a wholly-owned subsidiary, Harley Gallery Trading Limited, a private company limited by share capital, company number 08083700. The subsidiary carries on trading activities under the direction of the Trustees and senior management. The Foundation and its subsidiary together are referred to as “the Group”.

Recruitment and Appointment of Trustees

Trustees are appointed by unanimous formal resolution of the Board of Trustees. The Trustees have the power to add, amend, replace or revoke all or any of the powers conferred on them by the Trust Deeds ��

Trustee Induction and Training

Potential Trustees meet with the Director and Chair of Trustees for a discussion about the work of the �� Trustee Meeting and to meet with other Trustees. Once Trustees have joined, they are given a full information pack with information about current work projects, the mission statement and future plans. They �� Charity Commission documents relating to good practice for Charity Trustees.

Risk Management

The Trustees have examined the major risks to which the Foundation is exposed. Financial sustainability �� capital for the Foundation and its subsidiary company. There are also non-�� risks, and these procedures are periodically reviewed to ensure that they continue to meet the requirements of the Foundation.

Curatorial Advisory Group

The Curatorial Advisory Group considers the display of works from the Portland Collection in the Foun�� hibitions of the Portland Collection, to propose likely academic links and partnerships and to advise on best practice with regard to interpretation and display matters. Members to the Group are appointed for a 3-year term which may be extended. The Curatorial Advisory Group is made up of leading art historians and curators and the members of the group are listed on page 3.

Objectives and Activities

The Foundation's objects as set out in the Trust Deeds are:

The advancement of public education particularly in arts and crafts and the improvement of public taste therein;
The promotion and assistance in the promotion of training, apprenticeship, instruction and education of persons in the United Kingdom in the practice and performance of arts and crafts;
Such other charitable objects for the advancement of education as the Trustees not being less than three in number shall from time to time by deeds or deeds executed with their unanimous consent declare.

The Foundation's principal activities in pursuance of its objectives are:

The maintenance of the Harley Gallery as a premier location in Nottinghamshire for the promotion of exhibitions of art and craft, and as a venue for the holding of courses for school children and adult learners;
�� arts from the Portland Collection. The displays are semi-permanent and change every 33 months;
The provision of subsidised workshops for craftspeople to encourage training and preservation of art and craft skills. The Foundation gives encouragement to artists to display and sell their work at the Gallery and elsewhere;
The grant of sponsorship and bursaries in support of the educational role of the Foundation, and;
The Foundation aims to attract at least 90,000 visitors per annum to the Harley Gallery and max�� support and promote arts and crafts.

Information on the Foundation’s activities during the year is given on pages 5 to 6.

��

�� cordance with section 17 of the Charities Act 2011, consider that the purpose and activities of the chari��

Reserves Policy

The Trustees, having reviewed the future commitments of the Foundation, are of the opinion that the funds and investments held at the year end are necessary to produce income and gains to supplement that generated from its charitable activities in order to maintain the normal operations of the Foundation, to cover ongoing costs of maintaining and operating the gallery and workshops, and to continue the educational activities of the Foundation.

�� charitable objectives outlined above.

Financial Review

A summary of the Group’s results for the year are as set out in the Statement of Financial Activities on page 14. 100% (2023: 100%) of the Group’s expenditure related to its key charitable objectives.

The Group’s total outgoing resources this year were £1,313,182 (2023: £1,487,367) which has been funded through income generated from the Group’s charitable activities of £390,538 (2023: £372,745), investment income of £451,612 (2023: £394,779), donations of £191,250 (2023: £nil) and income from oth�� year amounting to £1,581,345 (2023: net loss of £41,674), resulting in total unrestricted funds carried forward of £25,825,436 (2023: £24,429,242).

Principal Funding Sources

The principal sources of funding for the Foundation are income and gains generated by its investments, supplemented by income generated by Harley Gallery Trading Limited, grants from third parties and license fees paid by the occupants of the craft workshops.

Investment Policy

The Trustees have adopted a balanced investment approach with the view of achieving a long term total return through a mixture of property and equity investments. Details of the Foundation's invest�� ments.

�� spread across global markets principally through securities and shares in collective schemes but also through money market instruments, deposits and cash or near cash investments. No emphasis is placed on any particular economic, industrial or geographical sector. The funds have a focus on total return rather than high yield and the Trustees plan to sell units to provide funds to subsidise the Foundation's charitable activities.

The Foundation's tradeable investments showed a revaluation gain of £1,457,941 (2023: loss of £471,016).

The value of the Foundation's agricultural land increased in the year by £120,000 (2023: £420,000 increase). Overall, the value of the Group’s investments increased by 8% (2023: 7% increase).

Senior management

Matters of strategy are agreed by the Trustees whilst day to day management including decisions involving the execution of strategy are delegated to the senior management. The pay of key management personnel is reviewed annually. The review considers pay in the sector, the general economic environment and personal performance.

Responsibilities of the Trustees

�� statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

�� cial statements, the Trustees are required to:

select suitable accounting policies and then apply them consistently;
observe the methods and principles in the Charities SORP;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material depar��
�� that the charity will continue in business.

The Trustees are responsible for keeping accounting records which disclose with reasonable accuracy �� with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the Trust Deeds. They are also responsible for safeguarding the assets of the Foundation and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

�� the Foundation’s website. Legislation in the United Kingdom governing the preparation and dissemina��

So far as each Trustee is aware, there is no relevant information that has not been disclosed to the Foundation's auditors and each Trustee believes that all steps necessary have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the Foundation's auditors have been made aware of that information.

This report has been prepared in accordance with the Charities SORP (FRS 102).

Approved by the Board of Trustees on 29 January 2025 and signed on its behalf by:

D M A Parente

Trustee

INDEPENDENT AUDITOR’S REPORT

Opinion

�� (together referred to as the ‘group’) for the year ended 31 March 2024, which comprise the consolidated �� aration 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).

��

�� of the group’s incoming resources and application of resources, for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
have been prepared in accordance with the requirements of the Charities Act 2011.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibil�� and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

��

�� 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 matter—��

�� is because the charity was not required to prepare consolidated accounts for that period.

Other information

�� statements and our auditor’s report thereon. The trustees are responsible for the other information. Our �� form of assurance conclusion thereon.

�� cial 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 de�� of the other information. If, based 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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 requires us to report to you if, in our opinion:

�� trustees’ annual report; or
��
��
we have not received all the information and explanations we require for our audit.

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement set out on page 10, the trustees are �� and fair view, and for such internal control as the trustees determine is necessary to enable the prepara��

�� 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 group or to cease operations, or have no realistic alternative but to do so.

��

We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accord��

�� 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 or in ag��

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:

We gained an understanding of the legal and regulatory framework applicable to the charity by considering, among other things, the sector in which it operates and considered the risk of acts by the charity that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised 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, intentional misrepresentations, or through collusion.

�� statements, including, but not limited to UK Charity Law, the Companies Act 2006 and UK tax legisla�� mentation, enquiries with management and reviewing correspondence with the Charity Commission.

As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and, the further removed non�� ments, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud.

�� nancial Reporting Council’s website at: 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 charity’s trustees, as a body, in accordance with regulations made under section 154 of the Charities Act 2011. Our audit work has been undertaken so that we might state to the charity’s trustees those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity’s trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Dixon Wilson Audit Services LLP, Statutory Auditor

22 Chancery Lane

London

WC2A 1LS

Date: 30 January 2025

Dixon Wilson Audit Services LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006.

Notes Income Donations and legacies 2 Investment income 2 Charitable activities income - Galleries 3 - Craft workshops 3 Other trading activities 2 Expenditure Raising funds - Investment management fees Charitable activities - Galleries 3 - Craft workshops 3 Total expenditure Net gains/(losses) on investments Net income and net movement in funds Reconciliation of funds Total funds brought forward 13 Total funds carried forward 13	£ 191,250 451,612 329,237 61,301 94,631 - 1,253,001 60,181	Funds 2024 £ 1,128,031 (1,313,182) 1,581,345 1,396,194 24,429,242 25,825,436	£ - 394,779 311,341 61,404 93,187 2,449 1,427,238 57,680	Funds 2023 £ 860,711 (1,487,367) (41,674)
				(668,330) 25,097,572
				24,429,242

STATEMENT OF FINANCIAL ACTIVITIES

Notes Income Donations and legacies 2 Investment income 2 Charitable activities - Galleries 3 - Craft workshops 3 Total income Expenditure Raising funds - Investment management fees Charitable activities - Galleries 3 - Craft workshops 3 Total expenditure Net gains on investments Net income and net movement in funds Reconciliation of funds Total funds brought forward 13 Total funds carried forward 13	£ 261,891 451,612 55,873 61,301 - 972,397 60,181	Funds 2024 £ 830,677 (1,032,578) 1,581,345 1,379,444 24,405,329 25,784,773	£ 42,349 394,779 60,494 61,403 2,449 1,151,796 57,680	Funds 2023 £ 559,025 (1,211,925) 28,426
				(624,474) 25,029,803
				24,405,329

CONSOLIDATED BALANCE SHEET

Notes Fixed Assets �� 6 Investments 7 �� Current assets Debtors 8 Stock Cash at bank and in hand Total current assets Creditors: Amounts falling due within one year 10 Net current assets Total assets less current liabilities and net assets Funds of the charity Total funds 13 Current asset investments 9	£ 6,053,649 18,942,476 458,462 142,435 325,407 996,954 (167,643) 70,650	2024 £ 24,996,125 829,311 25,825,436 25,825,436	£ 6,279,070 17,661,130 207,164 129,646 258,649 666,109 (177,067) 70,650	2023 £ 23,940,200 489,042
				24,429,242
				24,429,242

Approved by the Board of Trustees on 29 January 2025 and signed on its behalf by:

D M A Parente

Trustee

��

BALANCE SHEET

Notes Fixed Assets �� 6 Investments 7 �� Current assets Debtors 8 Current asset investments 9 Cash at bank and in hand Total current assets Creditors: Amounts falling due within one year 10 Net current assets Total assets less current liabilities and net assets Funds of the charity Total funds 13	£ 5,934,376 19,142,576 451,550 70,650 313,511 835,711 (127,890)	2024 £ 25,076,952 707,821 25,784,773 25,784,773	£ 6,148,953 17,861,230 236,810 70,650 239,395 546,855 (151,709)	2023 £ 24,010,183 395,146
				24,405,329
				24,405,329

Approved by the Board of Trustees on 29 January 2025 and signed on its behalf by:

D M A Parente

Trustee

��

CONSOLIDATED CASH FLOW STATEMENT

Notes £ �� Net movement in funds 13 1,396,194 Less:Investment income 2 (451,612) Less: Net (gains)/losses on invest- ments (1,581,345) (Increase)/decrease in debtors 8 (236,228) Decrease in creditors 10 (9,424) (Increase)/decrease in stock (12,789) Depreciation 3 225,421 Net cash used in operations �� activities Investment income 436,541 Proceeds from sale of investments 300,000 Purchase of investments 7 - �� 6 - Net cash generated from investing activities Net movement in cash Cash at the beginning of the year Cash at the end of the year	2024 £ £ (668,330) (394,779) 41,674 27,321 (116,425) (14,716) 228,416 (669,783) 378,654 - (1,275,000) (807) 736,541 66,758 258,649 325,407	2023 £
		(896,839)
		(897,153) (1,793,992) 2,052,641
		258,649

NOTES TO THE FINANCIAL STATEMENTS

1 Accounting policies

1.1 Basis of accounting

�� revaluation of certain assets, and in accordance with applicable accounting standards 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 �� nearest £.

1.2 Basis of consolidation

�� undertaking drawn up to 31 March 2024. No Cash Flow Statement is presented for the Charity, and Key Management Personnel compensation is only disclosed once, as permitted by FRS 102.

A subsidiary is an entity controlled by the charity. Control is achieved where the company has the power to ��

Inter-entity transactions, balances and unrealised gains on transactions between the charity and its subsidiary, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate ��

1.3 Fund structure

The Foundation was created by the Most Noble Ivy Duchess of Portland by Trust Deed dated 26 January 1978 as a single charitable fund with the Trustees having the power to hold the capital and income of the trust ��

By Deeds of Variation of the Will of Lady Anne Bentinck dated 27 November 2010 and 26 December 2010, various paintings and works of art were bequeathed to the Foundation to hold as part of the single charitable fund on the terms set out above.

�� wards those purposes is allocated to the relevant restricted fund.

1.4 Incoming resources/resources expended

�� particular categories of:

Income

Dividend income is recognised when the security is quoted ex-dividend.
Incoming resources from charitable trading activities are accounted for when earned, rental income is accounted for in the period to which it relates .
Grants and donations are recognised once the charity is entitled to receive them, as evidenced by a �� conditions will be met.

Expenditure

All costs are allocated between the expenditure categories of the Statement of Financial Activities on ��

1.5 ��

�� ing depreciated by equal instalments over a 20 year term.

�� workshops have been fully depreciated.

�� is then depreciated by equal instalments over the length of the lease.

Exhibits purchased for the Harley Gallery are charged in the year they are purchased as a direct cost in accordance with the accounting practice adopted by Museums.

1.6 Fixed assets investment and investment income

The Foundation's freehold interests in farm land and buildings are included as investment properties. These properties are revalued annually and are included in the Balance Sheet at their open market value (fair value) in accordance with FRS 102.

Investments listed on a recognised Stock Exchange and other ready realisable investments are valued at their mid-��investments and net gains on revaluation of investments are credited to the Statement of Financial Activities.

Investments in subsidiaries are included at cost less provision for impairment.

1.7 Current asset investments

Current asset investments are held at the Trustees’ best estimate of market value. Realised and unrealised gains and losses are included in the Statement of Financial Activities.

1.7 Taxation

As a charity, The Harley Foundation is exempt from tax on income and gains falling within part 10 of the Income Tax Act 2007 or section 256 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable objects. No tax charges have arisen in the Foundation.

�� donations extinguish the subsidiary’s liability to corporation tax.

1.8 Key sources of estimation uncertainty

The valuation of investment property is a source of estimation uncertainty, as it is subjective and liable to change due to demand and market conditions. The carrying amount is detailed in note 7.

£ 191,250	2023 £ £ 2023 £ £ - - 303,698 91,081 394,779 45,072 48,115 93,187 487,966 - 42,349 42,349 303,698 91,081 394,779 437,128	2023 £ £ 2023 £ £ - - 303,698 91,081 394,779 45,072 48,115 93,187 487,966 - 42,349 42,349 303,698 91,081 394,779 437,128
356,098 95,514
53,615 41,016
£ 191,250 70,641
356,098 95,514	303,698 91,081

		437,128

3 Analysis of Charitable income and expenditure

Year ended 31 March 2024 Income Sales and charges Grants and donations Expenditure Direct costs �� Premises costs Depreciation Other costs �� Year ended 31 March 2023 Income Sales and charges Grants and donations Expenditure Direct costs �� Premises costs Depreciation Other costs �� Group	295,470 33,767 329,237 (187,864) (360,389) (305,303) (225,421) (174,024) (1,253,001) (923,764) 280,555 30,786 311,341 (266,732) (331,441) (372,589) (228,416) (228,060) (1,427,238) (1,115,897) Galleries £	61,301 - 61,301 - (51,500) (8,231) - (450) (60,181) 1,120 61,404 - 61,404 - (49,449) (8,231) - - (57,680) 3,724 Craft workshops £	356,771 33,767 Total £
			390,538 (187,864) (411,889) (313,534) (225,421) (174,474)
			(1,313,182)
			(922,644)
			341,959 30,786
			372,745 (266,732) (380,890) (380,820) (228,416) (228,060)
			(1,484,918)
			(1,112,173)

3 Analysis of Charitable income and expenditure (continued)

Charity Year ended 31 March 2024 Income Sales and charges Grants and donations Expenditure Direct costs �� Premises costs Depreciation Other costs �� Year ended 31 March 2023 Income Sales and charges Grants and donations Expenditure Direct costs �� Premises costs Depreciation Other costs ��	Galleries £ 22,106 33,767 55,873 (52,228) (312,929) (263,333) (214,578) (129,329) (972,397) (916,524) 29,708 30,786 60,494 (146,563) (294,207) (323,375) (214,874) (172,777) (1,151,796) (1,091,302)	Craft workshops £ 61,301 - 61,301 - (51,500) (8,231) - (450) (60,181) 1,120 61,403 - 61,403 - (49,449) (8,231) - - (57,680) 3,723	Total £ 83,407 33,767
			117,174 (52,228) (364,429) (271,564) (214,578) (129,779)
			(1,032,578)
			(915,404)
			91,111 30,786
			121,897 (146,563) (343,656) (331,606) (214,874) (172,777)
			(1,209,476)
			(1,087,579)

Support and governance costs
	2024	2023
	£	£
��	8,000	6,750
Fees payable to the auditor for other services (group)	13,194	10,124
Fees payable to the auditor for other services (charity only)	10,644	6,054

The above costs are the only support and governance costs incurred during the year. The costs have been allocated to the galleries’ activity as the amount allocated to any other activities would be immaterial.

5 ��

��
Full time Part time �� Wages and salaries Social security costs Pension costs ��	2024 Number 3 21 24 2024 £ 353,429 28,301 10,102 10,982 402,814	Group 2023 Number 4 19 23 2023 £ 327,619 28,273 14,571 380,890 10,427	2024 Number 2 18 20 2024 £ 313,094 26,125 9,135 7,001 355,355	Charity 2023 Number 3 16
				19
				2023 £ 297,878 25,690 13,921 6,167
				343,656

During the year, one employee (2023: one) received emoluments of between £80,000 and £90,000 and the Foundation made pension contributions of £8,619 (2023: £8,020) in respect of this employee.

The Foundation paid management fees to The Welbeck Estates Company Limited as detailed in note 11.

Key management personnel includes the director of the Foundation. The total emoluments of key management personnel was £84,039 (2023: £80,180).

6 ��

Group Cost At 1 April 2023 Additions At 31 March 2024 Depreciation At 1 April 2023 Charge for the year At 31 March 2024 Net book value At 31 March 2024 At 31 March 2023 Disposals Disposals	Leasehold Property £ 68,601 - 68,601 9,498 1,055 10,553 58,048 59,103 - -	Workshops & galleries £ 10,603,199 - 10,603,199 4,554,264 192,756 4,747,020 5,856,179 6,048,935 - -	Equipment £ 222,885 - 222,885 206,799 6,880 213,679 9,206 16,086 - -	Plant and machinery £ 314,300 - 314,300 159,354 24,730 184,084 130,216 154,946 - -	Total £ 11,208,985 - -
					11,208,985
					4,929,915 225,421 -
					5,155,336
					6,053,649
					6,279,070

6 ��

Charity Cost At 1 April 2023 Additions At 31 March 2024 Depreciation At 1 April 2023 Charge for the year At 31 March 2024 Net book value At 31 March 2024 At 31 March 2023 Disposals Disposals	Leasehold Property £ 68,601 - 68,601 9,498 1,055 10,553 58,048 59,103 - -	Workshops & galleries £ 10,603,199 - 10,603,199 4,554,264 192,756 4,747,020 5,856,179 6,048,935 - -	Equipment £ 171,497 - 171,497 155,412 6,880 162,292 9,205 16,085 - -	Plant and machinery £ 75,756 - 75,756 50,926 13,886 64,812 10,944 24,830 - -	Total £ 10,919,053 - -
					10,919,053
					4,770,100 214,577 -
					4,984,677
					5,934,376
					6,148,953

7 Fixed asset investments Group Freehold investment properties Tradeable investments Freehold investment properties Market value at 1 April 2023 Revaluation gain in the year Market value at 31 March 2024 Historical cost at 31 March 2024 and 1 April 2023	2024 £ 4,895,000 14,047,476 18,942,476 4,775,000 120,000 4,895,000 784,131	2023 £ 4,775,000 12,886,130
		17,661,130
		4,355,000 420,000
		4,775,000
		784,131

The investment properties were valued by the trustees in consultation with an external real estate services provid-	The investment properties were valued by the trustees in consultation with an external real estate services provid-	The investment properties were valued by the trustees in consultation with an external real estate services provid-
er.
	2024	2023
	£	£
Tradeable investments
Market value at 1 April 2023	12,886,130	12,072,407
Additions	10,218	1,284,739
Disposals	(306,813)	-
Revaluation gain/(loss) in the year	1,457,941	(471,016)
Market value at 31 March 2024	14,047,476	12,886,130
Historical cost at 31 March 2024	12,433,389	12,729,984

The Group’s tradeable investments comprises a holding of 511,471 (2023: 510,971) units in COIF Charities Investment Fund Income Units and 830,286 (2023: 912,976) shares in The Ord Fund ICVC.

7 Fixed asset investments (continued)

Charity	2024	2023
	£	£
Freehold investment properties	4,895,000	4,775,000
Tradeable investments	14,047,476	12,886,130
Investment in subsidiary	200,100	200,100
	19,142,576	17,861,230
Freehold investment properties
Market value at 1 April 2023	4,775,000	4,355,000
Revaluation gain in the year	120,000	420,000
Market value at 31 March 2024	4,895,000	4,775,000
Historical cost at 31 March 2024 and 1 April 2023	784,131	784,131
The investment properties were valued by the trustees in consultation with an external real estate services
provider.
	2024	2023
	£	£
Tradeable investments
Market value at 1 April 2023	12,886,130	12,072,407
Additions	10,218	1,284,739
Disposals	(306,813)	-
Revaluation gain/(loss) in the year	1,457,941	(471,016)
Market value at 31 March 2024	14,047,476	12,886,130
Historical cost at 31 March 2024	12,433,389	12,729,984
The Foundation’s tradeable investments comprises a holding of 511,471 (2023: 510,971) units in COIF Charities
Investment Fund Income Units and 830,286 (2023: 912,976) shares in The Ord Fund ICVC.
Investment in subsidiary
Carrying value at 1 April 2023	200,100	130,000
Reversal of Impairment	-	70,100
Carrying value at 31 March 2024	200,100	200,100

7 Fixed asset investments (continued)

Charity (continued)

Results of subsidiary undertakings

The Harley Foundation’s investment in subsidiary consists of a 100% shareholding in Harley Gallery Trading Limited (Company No. 08083700). The results of Harley Gallery Trading Limited are summarised below:

Summary of income and expenditure: Income Expenditure �� Summary of assets and liabilities: Assets Liabilities Capital and reserves	2024 £ 2024 £ 386,052 (298,662) 87,390 314,299 (73,540) 240,759		2023 £ 359,357 (290,766)
			68,591
			2023 £ 318,199 (94,189)
			224,010

The Foundation is also 100% shareholder of Harley Gallery Nominees Limited (Company No. 13172644) a company ��

2024 £ 2024 £ 2024 £ 39,416 - 419,046 458,462 70,650 70,650 14,307 67,658 85,678	Group 2023 £ 50,721 - 156,443	Charity 2023 £ 18,593 68,830 149,387
	207,164	236,810
	Group 2023 £ 70,650	Charity 2023 £ 70,650
	70,650	70,650
	Group 2023 £ 54,552 29,117 93,398 177,067	Charity 2023 £ 47,578 28,367 75,764
167,643		151,709

11 Trustee remuneration and related party transactions

Group

No Trustee received any remuneration or reimbursement for expenses in the period (2023: £nil).

Two of the Trustees are directors of The Welbeck Estates Company Limited ("the company"). During the period, the group was charged £19,808 (2023: £19,805) in rent and £65,532 (2023: £95,682) in management charges and insurance costs. These transactions were carried out on an arms-length basis. The company also paid expenditure on behalf of the group. The balance outstanding at the period end is shown in note 10.

Charity

No Trustee received any remuneration or reimbursement for expenses in the period (2023: £nil).

Two of the Trustees are directors of The Welbeck Estates Company Limited ("the company"). During the period, the Foundation was charged £19,808 (2023: £19,805) in rent and £55,502 (2023: £85,652) in management charges and insurance costs. These transactions were carried out on an arms-length basis. The company also paid expenditure on behalf of the Foundation. The balance outstanding at the period end is shown in note 10.

The Harley Foundation owns 100% of the share capital of Harley Gallery Trading Limited (“the company”). During the period, the company paid rent of £18,058 (2023: £15,322) to the Foundation. The Foundation advanced loans to and paid expenses on behalf of the company of £222,055 (2023: £226,040). The Foundation received funds on behalf of and repayments from the company of £257,099 (2023: £231,901). The company also made a donation to the Foundation of £70,641 (2023: £42,349). At the balance sheet date the amount due from the company was £33,787 (2023: £68,831).

12 Financial instruments

Group Charity Financial assets that are tradeable investments measured at fair value �� Financial assets that are debt instruments at amortised cost Financial liabilities that are debt instruments measured at amortised cost Financial assets that are tradeable investments measured at fair value through �� Financial assets that are debt instruments at amortised cost Financial assets that are equity instruments measured at cost less impairment Financial liabilities that are debt instruments measured at amortised cost	2024 £ 2024 £ 14,047,476 364,822 (161,029) 14,251,269 14,047,476 357,144 200,100 (117,276) 14,487,444	2023 £ 12,886,130 309,370 (170,839)
		13,024,661
		2023 £ 12,886,130 326,820 200,100 (145,478)
		13,267,572

13 Fund movements

Brought Forward £ Brought Forward £ - 24,429,242 24,429,242 - 24,405,329	Income £ Income £ 10,000 1,118,031 1,128,031 10,000 820,677	Expenditure £ Expenditure £ (10,000) (1,303,182) (1,313,182) (10,000) (1,022,578) (1,032,578)	Gains and losses £ Gains and losses £ - 1,581,345 1,581,345 - 1,581,345	Carried forward £ Carried forward £ - 25,825,436 25,825,436 - 25,784,773


24,405,329	830,677	(1,032,578)	1,581,345	25,784,773

CONTENTS

LEGAL AND ADMINISTRATIVE INFORMATION

WHO WE ARE AND WHAT WE DO

ACTIVITIES REPORT

Activities

Portland Collection

Harley Gallery

Grants

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Artist Studios

TRUSTEES’ REPORT

Structure, Governance and Management

Recruitment and Appointment of Trustees

Trustee Induction and Training

Risk Management

Curatorial Advisory Group

Objectives and Activities

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Reserves Policy

Financial Review

Principal Funding Sources

Investment Policy

Senior management

Responsibilities of the Trustees

INDEPENDENT AUDITOR’S REPORT

Opinion

Basis for opinion

Conclusions relating to going concern

Other matter—��������������������������������

Other information

Matters on which we are required to report by exception

Responsibilities of trustees

STATEMENT OF FINANCIAL ACTIVITIES

CONSOLIDATED BALANCE SHEET

BALANCE SHEET

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE FINANCIAL STATEMENTS

1 Accounting policies

1.1 Basis of accounting

1.2 Basis of consolidation

1.3 Fund structure

1.4 Incoming resources/resources expended

Income

Expenditure

1.5 ���������������������

1.6 Fixed assets investment and investment income

1.7 Current asset investments

1.7 Taxation

1.8 Key sources of estimation uncertainty

3 Analysis of Charitable income and expenditure

5 ����������

Charity (continued)

Results of subsidiary undertakings

Group

Charity

12 Financial instruments

13 Fund movements

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Other matter—��

1.5 ��

5 ��