## **THE PRIORY FOUNDATION**
**Charity No. 295919**
## **ACCOUNTS**
**FOR THE YEAR ENDED**
**31ST DECEMBER 2021**
## **The Priory Foundation Legal and Administrative Information**
## **Constitution**
The Priory Foundation is a registered charity, no 295919. The charity is constituted under a deed of settlement dated 5th June 1986, which was varied by a deed dated 10th November 1986. This was further varied by a deed dated 1st July 1995 and 15th November 2005.
## **Trustees**
N. W. Wray L. Mercey D. Poutney
G. Banks
## **Principal Office**
3 Grace Court Totteridge Green London N20 8PY
## **Charity Registration Number**
295919
## **Independent Examiner**
Moore Kingston Smith LLP 9 Appold Street London EC2A 2AP
## **Bankers**
Handelsbanken The Limes 32 - 34 Upper Marlborough Road St Albans AL1 3UU
Page: 1
## **The Priory Foundation Trustees' Report**
The trustees present the statutory report with the accounts of The Priory Foundation for the year ended 31st December 2020. The Trustees have adopted the provisions of the Statement of Recommended Practice (Charities SORP FRS 102) "Accounting and Reporting by Charities", issued in 2014 to be compliant with Financial Reporting Standard (FRS) 102.
## **Structure Governance and Management**
## **Trust Deed**
The charity was established under a Deed of Settlement dated 5th June 1986. This deed was varied on 10th November 1986, 1st July 1995 and 15th November 2005.
## **Trustee Recruitment and Training**
The Foundation identifies individuals who bring the relevant skills and experience to the board. Induction of trustees includes being provided with the relevant information about the charity, briefings with other trustees and staff as appropriate. Training is made available to all trustees where new issues arise.
## **Organisational Structure**
The trustees maintain responsibility for the charity's strategy, governance and risk management. The board meets whenever matters arise in order to deal with these matters.
## **Objectives and Activities**
The charity was established with the purpose of making grants to charities or for such other charitable purposes which are aimed at benefiting the public in general. All assets are held by the charity with a view to generating funds to achieve this objective.
The charity aims to help individuals and entities in need as outlined in the Trust Deed and reviews each individual application on the basis of its merits. The charity also aims to manage it’s investments to provide a reliable source of income from which to provide grants which benefit the public in general.
In shaping our objectives for the year and planning our activities, the trustees have considered the Charity Commission's guidance on public benefit, including the guidance "public benefit: running a charity (PB2)".
The charity met it’s objectives by making grants during the year to 19 different beneficiaries in the areas of sport, mental and physical health, education and crime prevention.
## **Achievements and Performance**
The improvement in the charity's financial position has allowed them to provide grants to several causes this year (see note 3). The Trustees have elected to continue their support of several of these causes during the current year by renewing their commitments to provide donations.
## **Financial Review**
Net incoming resources for the year amounted to £754,931 (2020: outgoing resources of £30,026) of which total investment gains in the year amounted to £888,078 (2020: gains of £174,929). This was added to the general funds brought forward to give reserves at 31st December 2021 of £3,999,310 (2020: £3,244,379).
## **Investment Policy**
It is permissible for the foundation to invest monies not required for its purposes in such investments, securities or property as
may be thought fit, subject to legislation.
The trustees' investment policy is to select investments that will yield exponential capital growth in the medium term. Investment income is to be derived from the liquidation of such investments as required.
At the end of the year the investment portfolio valuation was £3,332,003 (2020: £2,029,336).
Overall, the investment portfolio has increased in value in line with the charity's investment objectives.
Page: 2
## **The Priory Foundation Trustees' Report (continued)**
## **Reserves Policy**
The Trustees aim to maintain free reserves in unrestricted funds at a level that will enable them to meet their committed grants, respond to smaller ad hoc applications for grants, and to cover support and governance costs. They do this by reviewing the cash at bank and committed donations, and monitoring the voluntary donations received on a monthly basis.
As at 31 December 2021 the unrestricted reserves were £3,999,310, of which £752,786 is represented by cash deposits. The Trustees expect to make grants and incur costs in the year end 2022 in line with the previous year of approximately £275,000. The level of free reserves at the year end is therefore higher than is needed and the Trustees are currently seeking suitable investments for the surplus in line with their investment policy.
## **Related Party Relationships**
The Foundation entered into some related party transactions during the year with entities that are connected to members of the trustee board of the Foundation, the details of these transactions can be found in Note 8 to the Financial Statements.
## **Grants Policy**
The charity undertakes a number of grant making programmes. The eligibility criteria are specific to each programme and are developed in accordance with any terms and conditions imposed by The Priory Foundation as the funder. Details of the criteria are available from the Foundation's registered office.
## **Fundraising Policy**
The charity undertakes no external fundraising activities, and there is no involvement of third party fundraisers. Therefore no complaints were received in the year regarding fundraising practices.
## **Risk Management and Assessment**
The Trustees have fully reviewed the areas of risk to the charity, being business, commercial and financial risk. The main risk is the recent fall in global equity markets and the potentially reduced income generated from investments that might limit future grant making activity. The Trustees are continuing to consider further developments in this area but do not consider this an immediate risk.
## **Plans For the Future**
The entity wishes to safeguard the assets it has in place and to ensure that appropriate grants can be made from the income received.
Page: 3
The Priory Foundation
Trustee8' Repon (continued)
The trustees r¢¥pl)AbIt fi)[ piepant4S thc Trustees, Report and the fittattcial btsternentB Jn accordAnce with appkncable law
and United Kingdom Acc(NJntin8 qrandatds (Urrited Kingdnm Gen¢r¥lly Acc*ted AccuuAllng PIAcucel.
The law appbc#bk to charities in Eng]2nd & WAies ttquite¥ the ttU8tees to prep8tr finAnci9J Statements for each ftsutt(ia] year
whKh / tru¢ Ind fair view uf the state ()f rhe affairs uf the chAriry and uf the Anci>xnit)g resoutces and applicati(m of
reNourccs of the clurity for that petit>d. In pteptin¥ these fuunci31 stAtar¢nts. tht ttwtees required to..
sdecr Suitabje aecouftting p(i]icies ¥nd rh¢o apply them eoL$istentiy.'
bBenTe the method$ And principles in the Ch2riues SQRP:
make judgments And estimate8 that are re250nable and ptudertt.,
tate whethei Hpplic¥bl¢ UK Ac¢ountin* StaTArdS Iinduding FRS 102) hAV¢ bc¢n followed, &ubiect tu 9ny ter
deparNL'y (b%clo$ed and cxpl%incd in thl fjnancial itaicments.
pr¢p4re Ik financthl 8t#ten*nts (>n th¢ 1cOnCern b#818 unle88 it inAppropllate to pLeJume that the chatity
continutr in busines5.
I'he tnJstcc$ art reipi)n¥ihle for keepitig prup¢r accounts re(otds that di8dose th rea¥(>rMbie *ccuracy xt any time the
fthancisl prJS1ti()n vf the ch42iry anil enable rhem tu ¢n8ur¢ thai the finAnciaJ *tgtcments comply with rht Ch*ritie$ Act 2011.
rhe Chlty IAccuunt8 Report81 Rewlxtir)nJ 2008 At)d th¢ pmviqinns (>f the tN$t dee(l. They ar¢ (> re%p()n¥ibie f¢>r
$afe8uudinK the 0s8etN ()f th¢ ¢hgJiry and hence fot tAkingte#ionable strp¥ for the prevL'nrion And detecti(>n of fraud ind
¢>rher irr¢gu1tt¢.
Truateei
The f<)IluwIrt tDJ8to¢s wett in office Eince l Jartuary 2021..
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P#ge'. 4
## **Independent Examiner's Report to the Trustees of The Priory Foundation**
I report to the trustees on my examination of the accounts of The Priory Foundation for year ended 31 December 2021.
## **Responsibilities and basis of report**
As the charity trustees of the Trust you are responsible for the preparation of the accounts in accordance with the requirements of the Charities Act 2011 (‘the Act’).
I report in respect of my examination of the Trust’s accounts carried out under section 145 of the 2011 Act and in carrying out my examination I have followed all the applicable Directions given by the Charity Commission under section 145(5)(b) of the Act.
## **Independent examiner’s statement**
Since the Charity’s gross income exceeded £25,000 you have requested an Independent Examination of the Trust’s accounts. I confirm that I am qualified to undertake the examination as I am member of the ICAEW, which is one of the bodies listed in section 145 of the 2011 Act.
I have completed my examination. I confirm that no matters have come to my attention in connection with the examination giving me cause to believe:
- 1) accounting records were not kept in respect of the Trust as required by section 130 of the Act; or
- 2) the accounts do not accord with those records; or
- 3) the accounts do not comply with the applicable requirements concerning the form and content of accounts set out in the Charities (Accounts and Reports) Regulations 2008 other than any requirement that the accounts give a ‘true and fair view which is not a matter considered as part of an independent examination.
I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the accounts to be reached.
## **Luke Holt**
(FCA)
## **For and on behalf of Moore Kingston Smith LLP**
Chartered Accountants
9 Appold Street London EC2A 2AP
Date: 21 October 2022
Page: 5
## **The Priory Foundation Statement of Financial Activities**
## **For the year ended 31st December 2021**
|**Note**
**Income From:**
Investment income
2
Donations
**Total Income**
**Expenditure On:**
Charitable activities
3
**Total Expenditure**
Other recognised gains and losses:
Realised Gains on investments
Unrealised Gains on investments
**Net (expenditure)/income for the year/Net Movement in Funds**
Fund balances brought forward at 1st January 2021
**Fund Balances Carried Forward at 31st December 2021**
**Income and Expenditure**|**2021**
**2020**
**£**
**£**
10,984
5,316
159,039
133,473
170,023
138,789
(295,959)
(343,744)
(295,959)
(343,744)
39,002
10,843
849,076
164,086
762,142
(30,026)
3,244,379
3,274,405
4,006,521
3,244,379
**Unrestricted Funds**|**2021**
**2020**
**£**
**£**
10,984
5,316
159,039
133,473
170,023
138,789
(295,959)
(343,744)
(295,959)
(343,744)
39,002
10,843
849,076
164,086
762,142
(30,026)
3,244,379
3,274,405
4,006,521
3,244,379
**Unrestricted Funds**|
|---|---|---|
|||138,789
(343,744)|
|||(343,744)
10,843
164,086|
|||(30,026)
3,274,405|
|||3,244,379|
All gains and losses arising in the year have been included in the Statement of Financial Activities and arise from continuing operations.
Page: 6
The Priory Foundation
Balance Sheet at 318t December 2021
Not¢
20
Fixed A88ets
Inv¢sunu)ts
3.332,003
2,029336
Cutrent A88ets
D¢btors
Cajh at bank
7,211
752.786
3,691
1,236,129
759,997
1.239,820
Cuttent Llabllltle8
CreditL)rs'. AnuntR fath'n8 due
within une year
(85,479)
P4,7771
Net Current A88et8
674,518
1,215,043
TotAI A8oets k88 Cuttent LiablJltie8
4,1K)6,521
3,244379
Fund8
Unzutiicted. Genet8J Fund
4.006.521
3.244379
Apptowed by the tSte¢S ind autho12d fot 1•8u¢ on.....
atyA (m behlfbT.
N.W.Wr¥y
Tru•t¢¢
Page.. 7
**The Priory Foundation Cash Flow Statement for the year ended 31st December 2021**
|**2021**
**£**
**Net cashflow outflow from**
**Operating Activites (note 1)**
**Capital Expenditure and Financial**
**Investment**
Cost of purchasing investments
(517,001)
Sale of investments
102,411
**Net Cash Outflow from Capital**
**Expenditure and Financing**
**Investment**
**(Decrease)/Increase in Cash (Note 2)**
**1. Net cash used in operating activities**
Operating (deficit)/surplus
Revaluation of investments
Decrease/(Increase) in Debtors
Increase/(Decrease) in Creditors
**Net cash outflow from operating activites**
(Decrease)/Increase in cash in the year
Net cash at beginning of the year
Cash at the year end
**2. Reconciliation of Net Cash Flow to Movements in Net Cash**|**2021**
**£**
(68,754)
(414,590)
(483,344)
**2021**
**£**
762,142
(888,078)
(3,520)
60,702
(68,754)
**2021**
**£**
(483,344)
1,236,129
752,786|**2020**
**£**
(390,979)
458,828|**2020**
**£**
(181,063)
67,849|
|---|---|---|---|
||||(113,214)|
||||**2020**
**£**
(30,026)
(174,929)
18,873
5,019|
||||(181,063)|
||||**2020**
**£**
(113,214)
1,349,343|
||||1,236,129|
Page: 8
## **The Priory Foundation Notes to the Accounts For the year ended 31st December 2021**
## **1 Accounting Policies**
## **Accounting Convention**
The financial statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), published on 16 July 2014. The charity is a public benefit entity for the purposes of FRS 102 and therefore the charity also prepared its financial statements in accordance with the 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 (The FRS 102 Charities SORP) and the Charities Act 2011.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The principle accounting policies adopted in the preparation of the financial statements are set out below.
## **Going Concern Basis**
The trustees have assessed whether the use of the going concern basis is appropriate and have considered possible events or conditions that might cast significant doubt on the ability of the charity to continue as a going concern. The trustees have made this assessment for a period of at least one year from the date of approval of the financial statements. In particular, the impact of the global Covid-19 pandemic has been considered. We have revised our annual forecasts for the next twelve months for a scenario where no dividend income is received. We consider that The Priory Foundation has sufficient cash reserves and recurring donations to continue as a going concern in such a situation.
## **Income**
Investment income and interest receivable is credited to the Statement of Financial Activities on a receivable basis.
Donations are recognised on a receivable basis, when the charity is legally entitled to the income, the receipt of income is probable, and the amount can be quantified reliably.
## **Expenditure**
Resources expended are accounted for on an accruals basis comprising direct expenses incurred in the defined charitable purposes of the charity.
Grants made are recognised in full once approved by the trustees and notification has been given to the donee.
Support costs are costs incurred in supporting the charity to fulfil its charitable objects.
Governance costs, which are included within support costs, are those incurred in the governance of the charity and are primarily associated with constitution, compliance and statutory requirements.
## **Cash and Cash Equivalents**
Cash and cash equivalents include cash at banks and in hand and short term deposits with a maturity date of three months or less.
## **Financial Instruments**
The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the charity's balance sheet when the company 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. Basic financial assets, other than investments, and financial liabilities are accounted for initially at transaction price and subsequently adjusted for any impairment in value or adjustments to settlement value.
With the exception of tax recoverable, all other debtor and creditor balances are considered to be basic financial instruments under FRS 102.
Page: 9
## **The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2021**
## **1 Accounting Policies (continued)**
## **Investments**
In accordance with the Statement of Recommended Practice, listed investments (which are dealt with on a recognised stock exchange) are included in the accounts at their fair value (the quoted market price).
## **Critical accounting estimates and areas of judgement**
In the view of the trustees in applying the accounting policies adopted, no judgements were required that have a significant effect on the amounts recognised in the financial statements nor do any estimates or assumptions made carry a significant risk of material adjustment in the next financial year.
|**2**
**3**|**Investment Income**
UK Equities
Bank interst received
Other interest
**Charitable Activities**
Grants payable to Institutions:
Saracens Herts Cricket League
Saracens Sport Foundation
Saracens Multi Academy Trust
Big Yellow Think Project
Action for Rehabilitation after Neurological Injury
Caring Matters Now
Duchenne UK
Gun Control Network
London's Air Ambulance
Middlesex University
Monrovia Football Academy Inc
Orchard (OCD Research)
Special Effect
Kenya Lacrosse
Wellbeing of Women
Matt Hampson Trust
Wooden Spoon
Foundation for Leadership through Sport
Cancer Council Western Australia
Tennis Swansea
The Kidney Fund
Woodlarks Camp Site Trust
The Jinja Educational Trust
Harrogate Grammar School
Motor Neurone Disease Association
Direct Charitable spending:
Dumpton School
Sarcens Multi Academy Trust
Grants payable to Individuals:
Alex Gliksten|**2021**
**£**
10,957
-
27
10,984
**2021**
**£**
20,000
158,500
29,700
0
-
-
-
-
-
-
-
-
-
11,195
-
-
-
-
9,990
7,500
1,200
21,000
2,000
4,500
10,000
-
-
-
275,585|**2020**
**£**
2,127
3,093
96|
|---|---|---|---|
||||5,316|
||||**2020**
**£**
6,750
109,260
20,000
(5,000)
4,250
5,000
10,000
5,000
23,020
10,000
9,928
30,000
7,500
10,860
12,500
10,000
3,000
25,000
-
-
-
-
-
-
-
14,990
11,179
(1,181)
-|
||||322,056|
Page: 10
## **The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2021**
|**3**
**Charitable Activities (continued)**
Support Costs:
Governance costs (see note 4)
Professional fees - educational consulting
Bank interest and charges
Costs of charity networking event
**4**
**Governance costs**
Independent examiner fees - current year
Independent examiner fees - pior year adjustment|**2021**
**£**
4,920
14,078
1,376
-
20,374
295,959
**2021**
**£**
4,920
-
4,920|**2020**
**£**
4,800
14,172
1,141
1,575|
|---|---|---|
|||21,688|
|||343,744|
|||**2020**
**£**
4,800
-|
|||4,800|
The charity employed no staff and incurred no staff costs in the current or previous years. No trustees were remunerated in this or the prior year. No trustees' expenses were reimbursed in this or the prior year. The trustees are considered to be the key management personnel of the charity.
|**5**
**Investments**
Market value/cost at 1st January 2021
Additions
Disposal proceeds
Realised gains/(Loss) on disposal
Unrealised (losses)/gains on revaluation
Market value at 31st December 2021
Historical cost at 31st December 2021|**Listed**
**£**
1,558,833
81,284
(102,411)
(42,283)
698,039
2,193,462
1,646,685|**Unlisted**
**£**
470,503
517,001
-
-
151,037
1,138,541
1,093,407|**Total**
**2021**
**£**
2,029,336
598,285
(102,411)
(42,283)
849,076
3,332,003
2,740,092|**Total**
**2020**
**£**
1,922,256
390,979
(458,828)
10,843
164,086|
|---|---|---|---|---|
|||||2,029,336|
|||||2,286,502|
At 31 December 2021 the following investment holdings represented 5% or more of the market value of the total portfolio:
||**Market**|**Market**|
|---|---|---|
||**Value**|**Value**|
||**2021**|**2020**|
||**£**|**£**|
|Sigmaroc plc - Ordinary Shares|732,295|552,510|
|Simba Sleep Limited - Ordinary Shares|344,134|289,696|
|GRC International Group plc (purchased in the year)|383,323|257,299|
|Franchise Brands plc- Ordinary Shares|346,656|220,522|
|Cambridge Cognition Holdings plc (purchased in the year)|397,210|210,380|
|Venterra Group plc|517,001|-|
|Hunters Property plc - Ordinary Shares|-|152,750|
|Reach4entertainment Enterprises plc - Ordinary Shares|-|125,269|
|Rotala plc - Ordinary Shares|-|49,410|
Page: 11
## **The Priory Foundation Notes to the Accounts (Continued) For the year ended 31st December 2021**
## **6 Debtors**
|**Debtors**
Tax recoverable
**Creditors: Amounts falling due within one year**
Accruals
Other creditors|**£**
7,211|**£**
3,691|
|---|---|---|
||7,211|3,691|
||**£**
6,679
78,800|**£**
6,027
18,750|
||85,479|24,777|
## **7**
## **8 Related Party Transactions**
The Charity held the following investments in which N.W. Wray, a trustee, has a beneficial interest:
|||**At 31 December 2021**|**At 31 December 2021**|**At 31 December 2020**|**At 31 December 2020**||
|---|---|---|---|---|---|---|
||**Type of**|**Number**|**Market**|**Number**|**Market**||
|**Investment Detail**|**Investment**|**Held**|**Value**|**Held**|**Value**|**Transactions in the year**|
|Asimilar Group plc|Ord 0.01p|242,500|83,056|242,500|73,963||
|Cambridge Cognition|Ord. 1p|314,000|397,210|314,000|210,380|Holding increased in the year|
|Holdings plc|||||||
|Franchise Brands plc|Ord. 0.5p|223,880|343,656|223,880|220,522|Dividends received during the|
|||||||year|
|Gfinity plc|Ord. 0.1p|1,111,111|36,667|1,111,111|42,000||
|GRC International Group|Ord. 0.001p|1,050,200|383,323|1,050,200|257,299||
|Limited|||||||
|Hunters Property plc|Ord. 4p|-|-|235,000|152,750|Takeover for cash|
|MXC Capital Limited|Ord. 1p|4,494|3,685|5,581|4,186|Takeover for cash|
|PIHL Equity LLP|partnership|1.02%|-|1.02%|-||
||share||||||
|Miromar Holdings|Ord. 0.1p|39,405,298|153,681|39,405,298|125,269|(was Reach4entertainment|
|Limited||||||Enterprises plc)|
|Rotala plc|Ord. 25p|183,000|53,070|183,000|49,410||
|Sigmaroc Plc|Ord. 1p|877,000|732,295|877,000|552,510||
|Simba Sleep Limited|Ord. 1p|4,931|344,134|4,931|289,696||
|Stubben Edge Group|Ord.|49,000|163,660|49|51,352|Share sub-division|
|Limited|0.00001p||||||
|The Property Franchise|Ord. 1p|38,892|120,565|-|-|Received on takeover of|
|Group plc||||||Hunters Property plc|
L.Mercey, a trustee, also has a beneficial interest in the following investments held by the charity: Asimilar Group plc, Cambridge Cognition Holdings Plc, Franchise Brands plc, GRC International Group Plc, Hunters Property plc, MXC Capital Limited, Miromar Holdings Limited, Rotala plc, Stubben Edge Group Limited, The Property Franchise Group plc, Venterra Group plc.
D Poutney, a trustee, also has a beneficial interest in the following investments held by the charity: Cambridge Cognition Holdings Plc, Franchise Brands Plc, GRC International Group Plc,Hunters Property Plc, Miromar Holdings Limited, Rotala plc, Stubben Edge Group Limited, The Property Franchise Group plc, Venterra Group plc.
## **9 Taxation**
The Priory Foundation is a registered Charity and therefore is not liable to Income Tax or Capital Gains Tax on income or gains derived from its charitable activities, as they fall within the various exemptions available to registered charities.
Page: 12