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2023-12-31-accounts

KESWICK FOUNDATION LIMITED

(Registered company number 1422314) (Registered charity number 278449)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31st DECEMBER 2023

KESWICK FOUNDATION LIMITED

DIRECTORS AND OFFICERS

Keswick Foundation Limited was incorporated on 23rd May 1979 as a charitable private company limited by shares in England. The Articles of Association of the Company was adopted pursuant to a special resolution of the members of the Company on 24th November 2020. The Directors together with the Executive Committee members who served during 2023 and up to the date of signing the financial statements are listed below. The Articles of Association of the Company allows for a board of not less than two Directors.

Co-founders:

Sir John Keswick Mrs. Maggie Keswick Jencks

Directors:

Clara Mary WEATHERALL, Chairman Deming CHEN Wai Chi CHOW Francine Wing Ting FU KWONG Kathryn Mary GREENBERG Stacey Anne HILDEBRANDT Ivor Cosimo JENCKS Lily Clare JENCKS Benjamin William KESWICK Clare Jane KESWICK Martha KESWICK Christophe Kin Ping LEE Stephen Charles LI Neil Michael MCNAMARA Angelina Woon Ki YUEN TSANG Michael Yuen-jen YAO Sharmini Priya CHETWODE (appointed on 13th June 2024)

Executive Committee:

Angelina Woon Ki YUEN TSANG, Chairman Martha KESWICK Deming CHEN Wai Chi CHOW Francine Wing Ting FU KWONG Kathryn Mary GREENBERG Stacey Anne HILDEBRANDT Ivor Cosimo JENCKS Christophe Kin Ping LEE Stephen Charles LI Neil Michael MCNAMARA Michael Yuen-jen YAO Sharmini Priya CHETWODE (appointed on 13th June 2024)

Company Secretary:

Jonathan Lloyd

KESWICK FOUNDATION LIMITED

DIRECTORS AND OFFICERS (CONTINUED)

Principal place of business:

Independent auditors:

Bankers:

Registered office:

25th Floor, Devon House Taikoo Place 979 King’s Road, Quarry Bay Hong Kong PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 1 Embankment Place London WC2N 6RH United Kingdom The Hongkong and Shanghai Banking Corporation Limited 1 Queen’s Road Central Hong Kong BNP Paribas Hong Kong Branch 63/F, Two Int’l Finance Centre 8 Finance Street Central Hong Kong Butterfield Trust (Bermuda) Limited 65 Front Street Hamilton HM 12 Bermuda 12 Upper Grosvenor Street London W1K 2ND United Kingdom (w.e.f. 22nd September 2023)

KESWICK FOUNDATION LIMITED

DIRECTORS’ REPORT

The Directors of the Company, who are also the trustees for the purpose of UK Charity Law, submit their annual report and the Company’s audited financial statements for the financial year ended 31st December 2023.

The annual report and financial statements for the year ended 31st December 2023 have been prepared on a going concern basis, under the historical cost convention as modified by revaluation of investments, in compliance with the Companies Act 2006, the Charities Act 2011, the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland ("FRS 102") and with the Statement of Recommended Practice ‘Accounting and Reporting by Charities FRS 102' as revised in 2019 ("the SORP 2019"). The principal accounting policies, which have been applied consistently throughout the year, including changes arising on the adoption of Charities SORP. As the Company is a small company (as defined in section 382 of the Companies Act 2006), the Company applies the exemption not to prepare a strategic report.

Organisational Structure

The Board of Directors oversees the management, policy and planning of the Company. The projects and their funding have to be reviewed and approved by the Executive Committee to ensure proper allocation of resources. Max Wong, the Executive Director, who is an employee of the Company, provides supporting services to the administration office of the Company and funding projects.

The Company is registered as a charity (registered number: 278449) under the Charities Act 2011. The objects of the Company are to help to support those in need in Hong Kong and mainland China by assisting pilot projects relating to human welfare.

Objectives and Activities for the Public Benefit

When reviewing the Company's activities, the Directors have taken into consideration of the Charity Commission's guidance on public benefit disclosure and believe the activities of the Company inherently meet the requirements given the nature of grants awarded to other charitable organisations.

The Company's mission is to support, nurture and promote charitable bodies that address social needs in Hong Kong and mainland China. the Company funds pilot projects/new services and long-term strategic initiatives. The projects that fill service gaps and address specific social needs would also be considered. The Company funding may cover recurrent, programme, or, exceptionally, capital costs.

The nature of services to be focused on by the Company includes elderly, youth/children, family and disability.

Grant Making Policy

The Executive Committee is responsible for approving the funding applications and will look at new funding applications throughout the year. In 2011, the Company adopted a new policy to help maintain the efficiency of the assessment process. All new applications will be firstly screened through vetting meetings formed by at least 3 Executive Committee Members. The objectives of the vetting meeting are (a) to turn down irrelevant applications; (b) to approve certain straight forward applications, each project under HK$500,000 per year; and (c) to make recommendations for further consideration by the Executive Committee of projects determined to be worthwhile. Those shortlisted proposals will be submitted to the Executive Committee for consideration and approval.

Achievements and Performance

In 2023, the Company donated a total of HK$24.6 million (2022: HK$29.7 million) for 33 charity projects (2022: 38 charity projects) in Hong Kong and mainland China.

The projects covered a wide range of services, such as support for disadvantaged youth and families as well as capacity building for professionals in mainland China. Here are some of the highlights:

In 2024, the Company will continue supporting pilot projects that address service gaps and facilitating long-term and impactful service development, particularly for small organisations.

KESWICK FOUNDATION LIMITED

DIRECTORS’ REPORT (CONTINUED)

Financial Position

The Company had a net unrestricted surplus for the year of HK$18,856,381 (2022: net unrestricted surplus of HK$9,899,524). After taking into consideration of net loss of revaluation of investments of HK$191,677,599 (2022: HK$82,345,522), the Company had a net deficit for the year of HK$172,821,218 (2022: HK$72,445,998).

Investment income from dividends for 2023 amounted to HK$44,134,139 (2022: HK$42,430,705). During the year, the Company made grants of HK$24,647,523 (2022: HK$29,662,468).

Under the Company’s Memorandum of Association, the income and property of the Company shall be applied solely towards the promotion of its objects and no portion shall be paid or transferred, directly or indirectly by way of dividend, bonus or profit to members of the Company. Furthermore, no member of the board shall be paid salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company except for the reasonable payment of expenses.

Investment Policy and Performance against the Policy

In furtherance of the objects, the Company may invest the monies of the Company not immediately required in or on such investments, securities or property as may be thought fit, provided such consent and conditions as required by laws have been obtained and fulfilled.

The Directors determine the acquisitions and disposals of investments in order to maintain the income required for the charitable projects. In accordance with the instructions of the founders, the shares in Jardine Matheson Holdings Limited ("JMH"), which are held within the Endowment Fund, are the only investments held by the Company in that Fund. Such investments are to be kept intact and only the income from these investments will be used by the Company to distribute to charities and other organisations of its choice. For investments held in unrestricted funds, dividends and sales proceeds received from the shares continue to provide the income to enable the Company to carry out its charitable activities. The Directors periodically review the performance of the portfolio to ensure that it continues to provide the most appropriate investment for the Company’s requirements.

Risks faced by the Charity

The Directors are responsible for the identification and management of risks, and have taken steps to ensure that controls are in place to mitigate them. There is market price risk in association with the investment held by the Company. However, the Directors consider the investment to be low risk and highly regarded when compared with benchmark investment indices. Review of the risks is conducted regularly to monitor the controls in place and the performance of JMH shares is reviewed annually by the Directors. The Company is also exposed to liquidity risk in respect of the payments of committed projects, but it manages its liquidity requirements through maintaining sufficient cash and disposal of unrestricted investments when additional cash is required.

Reserves

Most of the Company’s funds are held either as a permanent endowment or as funds designated for specific purposes. The Company’s policy is to maintain a minimum level of non-designated unrestricted funds equal to six months’ general expenditure. At the year-end, unrestricted funds which have not been designated amounted to HK$63,520,279 (2022: HK$42,724,759). The large amount of non-designated unrestricted funds was discussed and allocated for special projects that would better serve society. The reserves policy is reviewed regularly by the Directors and last reviewed on 31st December 2023.

KESWICK FOUNDATION LIMITED

DIRECTORS’ REPORT (CONTINUED)

Directors’ Appointments

The first Directors were appointed by the subscribers.

The Company may, by ordinary resolution, appoint a person who is willing to act as a Director, either to fill a vacancy or as an additional Director. The Directors may also appoint a person who is willing to act as an additional Director.

On appointment, the chairman of the Executive Committee will have a briefing session with the new Director on board to explain his/her roles and responsibilities.

The current Directors, and those who served during the year, are listed on page 1.

Statement of Directors’ Responsibilities

The directors of Keswick Foundation Limited for the purposes of company law are responsible for preparing the Directors’ Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law (United Kingdom Generally Accepted Accounting Practice). 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 the affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements, the directors are required to:

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.

The directors are responsible for the maintenance and integrity of the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In accordance with Section 418, directors’ reports shall include a statement, in the case of each director in office at the date the directors’ report is approved, that:

(a) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

(b) he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the directors' report is approved:

KESWICK FOUNDATION LIMITED

DIRECTORS’ REPORT (CONTINUED)

Independent Auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office.

The members amended the Articles of Association on 16th April 2020 inter alia, dispensing with the requirement of holding Annual General Meetings and approved that the auditors of the Company will automatically be deemed re-appointed unless sufficient members have given notice to the Company under section 488 of the Companies Act.

On behalf of the Board

Angelina Woon Ki YUEN TSANG Director

HONG KONG, 24th September 2024

Independent auditors’ report to the members of Keswick Foundation Limited

Report on the audit of the financial statements

Opinion

In our opinion, Keswick Foundation Limited’s charitable company financial statements (the “financial statements”):

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ 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 remained independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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 the date on which the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the charitable company’s ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement 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 based on these responsibilities.

With respect to the Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 and Charities Act 2011 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors’ Report

In our opinion, based on the work undertaken in the course of the audit the information given in the Directors’ Report for the period ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors’ Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities , the Directors (who are also the trustees of the charitable company for the purposes of UK Charity Law) are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 directors 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 directors either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

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 auditors’ 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.

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.

Based on our understanding of the charitable company and its industry/environment, we identified that the principal risks of non-compliance with laws and regulations related to the Charities Act 2011, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to misappropriation of assets. Audit procedures performed by the engagement team included:

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in financial statements. Also, 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 or intentional misrepresentations or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the charitable company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to take advantage of the small companies exemption from preparing a Strategic Report. We have no exceptions to report arising from this responsibility.

Nicola Bass (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 24 September 2024

KESWICK FOUNDATION LIMITED

STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31ST DECEMBER 2023

Note
Donations
3
Investment income
4
Interest income
Total income
Expenditure on raising funds
Expenditure on charitable activities
5
Total expenditure
Net surplus before net loss on investments
Net foreign exchange loss
Net revaluation loss on Investments
11
Net surplus/(deficit)
Net movement in funds
Fund balances brought forward
Fund balances carried forward		 Unrestricted
Funds
2023
HK$ 1,691,464
44,134,139
3,290,621
49,116,224
(7,329)
(30,162,282)
(30,169,611)
18,946,613
(90,232)
-
18,856,381
18,856,381
71,023,282
89,879,663		 Permanent
Endowment
Fund
2023
HK$ -
-
-
-
-
-
-
-
-
(191,677,599)
(191,677,599)
(191,677,599)
1,016,836,186
825,158,587		 Total
Funds
2023
HK$ 1,691,464
44,134,139
3,290,621
49,116,224
(7,329)
(30,162,282)
(30,169,611)
18,946,613
(90,232)
(191,677,599)
(172,821,218)
(172,821,218)
1,087,859,468
915,038,250		 Total
Funds
2022
(restated)*
HK$ 1,536,714
42,430,705
854,857
44,822,276
(6,864)
(34,035,571)
(34,042,435)
10,779,841
(880,317)
(82,345,522)
(72,445,998)
(72,445,998)
1,160,305,466
1,087,859,468

All amounts relate to continuing operations. There were no other recognised gains or losses.

Income and expenditure in 2022 were attributable to unrestricted funds, apart from net revaluation loss on investments of HK$82,345,522 which was attributable to the permanent endowment fund.

The notes on page 14 to 20 form part of these financial statements.

KESWICK FOUNDATION LIMITED

SUMMARY INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER 2023

Total income
Cost of generating funds
Cost of grant making
Governance costs
Total expenditure
Net foreign exchange loss
Net surplus of the year		 2023
HK$ 49,116,224
(7,329)
(29,762,282)
(400,000)
(30,169,611)
(90,232)
18,856,381		 2022
HK$ (restated)*
44,822,276
(6,864)
(33,790,321)
(245,250)
(34,042,435)
(880,317)
9,899,524

The notes on page 14 to 20 form part of these financial statements.

KESWICK FOUNDATION LIMITED

BALANCE SHEET AS AT 31ST DECEMBER 2023

Note
Fixed assets
Investments
11
Current assets
Debtors
12
Short-term cash deposits
13
Cash at bank and in hand
Total current assets
Current liabilities
Accruals and other payables
14
Net current assets
Total assets less current liabilities
Net assets
Funds:
Permanent endowment fund
15 & 16
Unrestricted funds:
Called up share capital
17
Designated funds
18
Other charitable funds
18
Total Funds
19		 2023
HK$ 825,157,200
276,973
8,010,073
81,667,504
89,954,550
(73,500)
89,881,050
915,038,250
915,038,250
825,158,587
1,102
26,359,384
63,519,177
89,879,663
915,038,250		 2022
HK$ 1,016,834,799
661,122
60,797,837
10,093,659
71,552,618
(527,949)
71,024,669
1,087,859,468
1,087,859,468
1,016,836,186
1,102
28,298,523
42,723,657
71,023,282
1,087,859,468

The financial statements on pages 10 to 20 were approved by the Board on 24th September 2024 and signed on its behalf by :

____ ____ Angelina Woon Ki YUEN TSANG Martha KESWICK DIRECTOR DIRECTOR

The notes on page 14 to 20 form part of these financial statements.

KESWICK FOUNDATION LIMITED

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST DECEMBER 2023

Cash flows from operating activities :
Net unrestricted surplus
Net foreign exchange loss
Investment income
Interest income
(Increase)/decrease in debtors
(Decrease)/increase in accruals and other payables
Net cash used in operating activities
Cash flows from investing activities
Dividends received
Short-term cash deposits placed
Short-term cash deposits matured
Interest received
Net cash provided/(used in) by investing activities
Change in cash and cash equivalents due to exchange rate movements
Change in cash and cash equivalents in the reporting period
Cash and cash equivalents at the beginning of the reporting period
**Cash and cash equivalents at the end of the reporting period ***		 2023
HK$ 18,856,381
90,232
(44,134,139)
(3,290,621)
(2,597)
(454,449)
(28,935,193)
44,134,139
(68,475,375)
121,263,139
3,677,367
100,599,270
(90,232)
71,573,845
10,093,659
81,667,504		 2022
HK$ 9,899,524
880,317
(42,430,705)
(854,857)
1,368,250
499,296
(30,638,175)
42,430,705
(60,797,837)
-
205,645
(18,161,487)
(880,317)
(49,679,979)
59,773,638
10,093,659

The notes on page 14 to 20 form part of these financial statements.

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING POLICIES

(a) Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (‘FRS 102’) and with the Statement of Recommended Practice ‘Accounting and Reporting by Charities’ FRS 102 as revised in 2019 (‘the SORP 2019’), together with the reporting requirements of the Companies Act 2006, and the Charities Act 2011. The Company has adapted the Companies Act formats to reflect SORP 2019 and the special nature of the Company’s activities.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of listed investments.

The financial statements have been prepared on the going concern basis. There are no material uncertainties about the Company’s ability to continue operating as a going concern. The accounting policies have been applied consistently throughout the financial statements and the prior year.

(b) Revenue recognition

Dividend income from investments is recognised when the dividend is declared.

Interest income is recognised over time on a time apportioned basis.

Donations are included in the financial statements at their value to the charity estimated by the Directors, unless it is not possible to quantify that value. Donations are credited to income on a receivable basis.

(c) Resources expended

All expenditure is accounted for on an accruals basis and has been classified under appropriate headings in the financial statements.

Cost of generating funds represents bank charges for administration of investments. Costs of charitable activities include grants made and support costs as shown in note 5. Governance costs comprise all costs involving the public accountability of the Company and its compliance with regulation and good practice. These costs include costs related to statutory audit and legal fees.

(d) Grants

Grants are included in the statement of financial activities in the accounting period in which they are approved by the Executive Committee as unconditional and communicated with the recipient. Grants approved which have conditions attached are initially recorded as commitments and are only included in the statement of financial activities when the conditions have been met.

(e) Cash and cash equivalents

Cash and cash equivalents include cash in hand, cash at bank and other short-term highly liquid investment with original maturities of three months or less and bank overdrafts.

(f) Investments

The Company's investments are measured at fair value. The investments' fair value is measured by the listed share price.

Realised and unrealised gains or losses on investments are accounted for within the fund that owns the investments.

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

1 ACCOUNTING POLICIES (continued)

(g) Funds

The Company maintains the following types of funds:

Permanent endowment funds which comprises gifts from donors where the donor has specified that the capital must be retained in perpetuity but the income earned on it is for the general use of the charity. Such income is credited to unrestricted funds.

Designated funds are unrestricted funds earmarked by the Directors for specific purposes.

Other unrestricted funds represents all other funds, which can be used by the Directors for any purpose to further the charity’s objectives.

(h) Pension

The Company’s contributions to the Mandatory Provident Fund (the "MPF") are expensed as incurred and are 100% vested in the employees as soon as they are paid to the MPF. The Company contributes 10% of the employees’ gross salary. The MPF is a defined contribution retirement scheme administered by independent trustees. Differences between contributions payable in the year and the contributions actually paid are shown as either accruals or prepayments in the balance sheet.

(i) Translation of foreign currencies

The Company’s functional currency is Hong Kong dollars. Transactions in foreign currencies are translated at exchange rates ruling at the transaction dates. Monetary assets and liabilities expressed in foreign currencies at the balance sheet date are translated at rates of exchange ruling at the balance sheet date. Exchange differences arising in these cases are recorded in the statement of financial activities.

(j) Comparative figures

During the year, the donations and expenditure on charitable activities have been restated to reflect the in-kind donation of the office rental from JMH. In prior year, the office rental was net off with the JMH's donation. This changes has been accounted for retrospectively with comparative information restated.

The effects of the restatement on the previously reported statement of financial activities for the year ended 31 December 2022 were as follows:

Donations
Expenditure on charitable activities
(Support costs in Note 5 and Office rental in Note 7)		 As previously
reported
HK$ 245,250
(32,744,107)
(32,498,857)		 Restatement
HK$ 1,291,464
(1,291,464)
-		 Restated
HK$ 1,536,714
(34,035,571)
(32,498,857)

2 CRITICAL ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

The Company makes assumptions, estimates, judgements in the process of applying the Company’s accounting policies that affect the assets, liabilities, income and expenditure in the financial statements prepared in accordance with the Charities SORP 2019. The assumptions, estimates and judgements are based on historical evidence and other factors that are believed to be reasonable under circumstances. While the Directors review their judgements, estimates and assumptions continuously, the actual result will seldom be equal to the estimates. The Directors do not consider there to be any matters of significant judgement made during the financial year.

3 DONATIONS

During 2023, Jardine Matheson Holdings Limited donated HK$1,291,464 (2022: HK$1,291,464) of office rental to the Company. The audit fee of HK$400,000 (2022: HK$245,250) is derived from the audit hours incurred and hourly charge out rate. As the auditors have waived the fee, an amount to offset the nominal charge has been treated as a donation service and credited to the income and expenditure account.

4 INVESTMENT INCOME

Dividend from Jardine Matheson Holdings Limited

2023
HK$ 44,134,139		 2022
HK$ 42,430,705

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5 EXPENDITURES ON CHARITABLE ACTIVITIES

EXPENDITURES ON CHARITABLE ACTIVITIES
Note
Grants payable
6
Support costs
7		 2023
HK$ 24,647,523
5,514,759
30,162,282		 2022
(restated)*
HK$ 29,662,468
4,373,103
34,035,571

6 GRANTS PAYABLE

Grants paid are payments made to specific charitable projects as approved by the Directors. The following is a list of grants paid during the year:-

2023 2022
Name of recipient
(each recipient below received one grant except where detailed):		 HK$ HK$
Caritas Hong Kong 788,602 364,470
Caritas Hong Kong - Extreme Weather Short-term Fund 100,000 -
Children's Heart Foundation - 381,600
China Coast Community - Occupational Therapy Services - 58,500
Christian Fellowship of Pastoral Care for Youth Ltd 375,000 166,667
Concern Mental Health Alliance Ltd 117,674 -
Evangelical Lutheran Church of Hong Kong 2,143,901 1,658,307
Fullness Social Enterprises Society Ltd 1,531,000 1,377,000
Hong Chi Association 300,974 496,830
Hong Kong Lutheran Social Service, Lutheran Church 1,070,475 237,883
Hong Kong Social Workers Association 1,941,241 2,018,381
Just Feel Limited 1,090,950 899,534
Maggie's Cancer Caring Centre 1,000,000 1,000,000
Methodist HK 42,966 260,499
Mother's Choice - Project Bridge 652,735 697,697
PMA Music Foundation Ltd - 157,985
Society for Community Organization Ltd - Extreme Weather Short-term Fund 98,100 -
Teen's Key - Young Women Development Network Limited 408,474 90,772
The Ebenezer School & Home for the Visually lmpaired Ltd 148,981 -
The Hong Kong Polytechnic University - SLLO - 2,698,150
- DISI - 495,200
The University of Hong Kong - SWSA2 - 242,949
The Hong Kong Baptist University - SWSA2 - 242,949
The Ruttonjee Hospital Chaplaincy
Committee - Chaplaincy Service 94,559 -
Uplifters - 166,808
Champion for Change Award I - HKCSS - 50,000
Champion for Change Award II - HKSWA 266,130 1,677,350
- Caritas - Hong Kong DF 220,000 -
- Christian Family Service Centre - Time Bank 220,000 -
- Christian Family Service Centre - Online Store Project 300,000 -
- Christian Family Service Centre - Keep e Touch 220,000 -
- Salvation Army 220,000 -
- Bring in Change Limited 300,000 -
- Centre for Community Cultural Development Ltd 300,000 -
Counselling Services Scheme - Evangel Children's Home - 154,382
- Hong Kong Christian Services - 219,147
- The Boys' & Girls' Clubs Association of HK - 172,383
Covid-19 Project Fund (Round II) - 136,246
Covid-19 Project Fund (Round III) - 2,989,503
Covid-19 short-term fund Action Care International Limited 250,000 -
Hong Kong Social Workers Association 200,000 -
Love 21 Foundation Ltd 250,000 -
PolyU-Covid-19 Short-term Fund IV project 172,320 -
RUN Hong Kong Ltd 250,000 -
Salvation Army 250,000 -
Uplifters Limited 250,000 -
Sunbeam Children's Foundation 106,920 -
Recognition Award 129,700 90,000
Book Project 32,600 -

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6 GRANTS PAYABLE (CONTINUED)

China Project
CASWE
- 3 year Projects
CASWE
- Peer Review Project
CASWE
- Enhancing the Quality of MSW Education and
Development Project
CASWE
- IASSW
CASWE
- Covid Short-term Fund
China Social Work Project Fund III
- Projects
- Monitoring Expenses
China Academy of Social Work
The Hong Kong Polytechnic University
- RS
- APPS (DSW)
- APPS (New Generation of Social Work Teachers)
- APPS (Social Work Station - Training Series)
Shaanxi Jia Yuen Hui Social Work Service Centre
World Vision China Foundation Ltd
- Happy Kids
World Vision China Foundation Ltd
- Guarding the Futures
Yang Ai
Huazhong Agricultural University
- Capacity Building for Disaster Social Work Project
Refund of unused amount from completed projects		 2023
HK$ -
12,730
531,772
205,868
-
2,102,340
165,116
2,171,600
1,138,110
1,242,260
-
325,740
41,410
142,789
583,870
108,160
163,875
(131,419)
24,647,523		 2022
HK$ 169,495
-
-
-
1,254,220
2,451,072
-
2,271,840
1,112,230
766,320
1,301,277
472,335
149,791
289,667
848,971
257,107
-
(883,049)
29,662,468

The Company has not awarded any grants to individuals during 2023 (2022: nil).

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7
SUPPORT COSTS
Note
Staff costs
8
Printing and stationery
Website
Office equipment expensed
Travelling expenses
Audit fee
Office rental
Sundry expenses
All support costs have been allocated to charitable activities.
 Restated due to the updated presentation of Devon House rent in 2022 (refer note 1(j)).
8
STAFF COSTS
Wages, salaries and other benefits
Pension costs		 2023
HK$ 3,530,946
5,158
41,222
8,246
17,665
400,000
1,291,464
220,058
5,514,759
2023
HK$ 3,252,714
278,232
3,530,946		 2022
(restated)*
HK$ 2,647,689
5,706
1,857
14,980
2,027
245,250
1,291,464
164,130
4,373,103
2022
HK$ 2,408,880
238,809
2,647,689

One employee's emolument fell within the band GBP140,000 - GBP150,000 in 2023. One employee's emolument fell within the band GBP70,000 - GBP80,000 and one fell within the band GBP80,000 - GBP90,000 in 2022.

The average number of full-time equivalent employees during the year was 4 (2022: 4).

Defined contribution pension plan of HK$73,500 remains unpaid as at 31st December 2023 (2022: HK$29,799).

The above numbers do not include Directors who are not permitted to receive remuneration for their duties.

9 DIRECTORS’ REMUNERATION

None of the Directors received any remuneration or reimbursement of expenses in respect of their services rendered to the Company during the year (2022: nil).

10 TAXATION

The Company is exempted from Hong Kong profits tax under Section 88 of the Inland Revenue Ordinance (Cap. 112).

The Company is a registered charity, and as such is entitled to certain tax exemptions on income and profits from investments, carried on in furtherance of the Company's primary objectives, if these profits are applied solely for charitable purposes.

No United Kingdom corporation tax liability arises for the year (2022: nil).

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11 INVESTMENTS

Investments represent shares in Jardine Matheson Holdings Limited ("JMH"), a company listed on the London Stock Exchange.

Movements for the year:
At 1st January
Net revaluation loss
At 31st December
Historical cost as at 31st December
Revaluation gains at 31st December		 2023
HK$ 1,016,834,799
(191,677,599)
825,157,200
15,369,460
809,787,740		 2022
HK$ 1,099,180,321
(82,345,522)
1,016,834,799
15,369,460
1,001,465,339

The above unrealised gain relates to the endowment fund. The Directors believe that the carrying value of the investment is supported by its underlying net assets.

12
DEBTORS
Interest receivable
Cash advances		 2023
HK$ 273,548
3,425
276,973		 2022
HK$ 660,294
828
661,122

Interest received mainly arises from USD short-term deposits amounting to HK$8,010,073 as at 31st December 2023 (2022: HK$60,797,837) and the interest rate obtained in 2023 was 3.11% - 5.51% (2022: 0.17% - 4.78%).

13 SHORT-TERM CASH DEPOSITS
At 31st December
14 ACCRUALS AND OTHER PAYABLES
Hong Kong Lutheran Social Service, Lutheran Church
Teen's Key - Young Women Development Network Limited
China Project - CASWE
Employer's contribution of MPF expenses		 2023
HK$ 8,010,073
2023
HK$ -
-
-
73,500
73,500		 2022
HK$ 60,797,837
2022
HK$ 237,883
90,772
169,495
29,799
527,949

15 PERMANENT ENDOWMENT FUND

Permanent endowment funds of the Company represent the JMH shares accepted by the Directors as a gift on 19th October 1979 and 4th December 2000. The value of the shares received on those dates were HK$15,250,000 and HK$120,847 respectively. The Directors hold this investment as a fund to provide income for the charitable purpose of the Company and this amount has therefore been credited to capital reserves. The revaluation reserve of the Company comprises the cumulative net change in the fair values of the JMH shares which is shown in the Note 16.

16
REVALUATION RESERVE
At 1 January 2023
Net revaluation loss during the year
At 31st December 2023
17
CALLED UP SHARE CAPITAL
Authorised, allotted and fully paid:
100 (2022: 100) ordinary shares of £1 each		 2023
HK$ 1,001,465,339
(191,677,599)
809,787,740
2023
HK$ 1,102		 2022
HK$ 1,083,810,861
(82,345,522)
1,001,465,339
2022
HK$ 1,102

KESWICK FOUNDATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

18 DESIGNATED FUNDS AND OTHER CHARITABLE FUNDS

The unrestricted funds of the Company represent the accumulated net income and unrealised gains on revaluation of investments which are not related to the permanent endowment funds. The unrestricted funds are further classified as designated funds for specific charitable projects which are approved by the Directors and other charitable funds.

Designated funds
At 1st January
Designations
Utilised during the year
At 31st December
Other charitable funds
At 1st January
Net incoming resources before revaluations and grants paid
Designations
At 31st December		 2023
HK$ 28,298,523
22,708,384
(24,647,523)
26,359,384
2023
HK$ 42,723,657
43,503,904
(22,708,384)
63,519,177		 2022
HK$ 20,876,051
37,084,940
(29,662,468)
28,298,523
2022
HK$ 40,246,605
39,561,992
(37,084,940)
42,723,657

19 ANALYSIS OF NET ASSETS BETWEEN FUNDS

Investments
Current assets
Current liabilities
Net assets
Investments
Current assets
Current liabilities
Net assets
20
COMMITMENTS
Within one year
Between one and five years		 Unrestricted
funds
2023
HK$ -
89,953,163
(73,500)
89,879,663
2022
HK$ -
71,551,231
(527,949)
71,023,282		 Permanent
endowment
funds
2023
HK$ 825,157,200
1,387
-
825,158,587
2022
HK$ 1,016,834,799
1,387
-
1,016,836,186
2023
HK$ 26,359,384
6,514,087
32,873,471		 Total
funds
2023
HK$ 825,157,200
89,954,550
(73,500)
915,038,250
2022
HK$ 1,016,834,799
71,552,618
(527,949)
1,087,859,468
2022
HK$ 28,298,523
20,738,950
49,037,473

Of the commitments within one year at 31st December 2022, HK$21,349,294 was paid during the year.

These commitments are grants approved by the Executive Committee, donate to organisations and subject to terms and conditions stated in the grant letters.

21 RELATED PARTY TRANSACTIONS

Certain of the Board of Directors are directors of JMH or affiliated with the directors of JMH. Dividend income of HK$44,134,139 (2022:HK$42,430,705) was received from the investment in JMH. Devon House rent of HK$1,291,464 was donated from JMH in 2023 and 2022.