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2025-12-31-accounts

THE PRIORY FOUNDATION

Charity No. 295919

ACCOUNTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

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 2025. The Trustees have adopted the provisions of the Statement of Recommended Practice (Charities SORP FRS 102) "Accounting and Reporting by Charities", issued in 2014, and updated in 2019, 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 21 different beneficiaries in the areas of sport, mental and physical health, education, culture and medical research.

Achievements and Performance

During the year under review, the charity experienced a reduction in income compared to previous periods. In anticipation of this, the Trustees reconsidered all grants and reviewed support costs at the start of the year. The Trustees are pleased to report that prudent management of resources during the year under review enabled them to continue their support of long-term causes, albeit some donations were at reduced amounts.

Financial Review

Net outgoing resources for the year amounted to £23,990 (2024: outgoing resources of £96,005) of which total investment gains in the year amounted to £62,339 (2024: losses of £61,125). This was deducted from the general funds brought forward to give reserves at 31st December 2025 of £3,796,778 (2024: £3,820,768).

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 primarily from the liquidation of such investments as required.

At the end of the year the investment portfolio valuation was £2,733,792 (2024: £3,806,279).

Overall, the investment portfolio has decreased in value as a result of investment exits during the year. When the opportunity arises, the Trustees intend to use surplus cash to make suitable replacement investments which fall 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 2025 the unrestricted reserves were £3,796,778, of which £1,066,705 is represented by cash deposits. The Trustees expect to make grants and incur costs in the year end 2026 in line with the previous year of approximately £598,015. The level of free reserves at the year end is therefore sufficient for the predicted expenditure in the following 12 months. The Trustees expect to receive similar levels of donations as previous years. They regularly review the investment portfolio to identify suitable listed shareholdings that could be liquidated if necessary.

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 Trustees' Report (continued)

Statement of Trustees' Responsibilities

The Trustees are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

The law applicable to charities in England & Wales requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the charity and of the incoming resources and application of resources of the charity for that period. In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Trustees

The following Trustees were in office since 1 January 2025: N.W. Wray D. Poutney L.Mercey G. Banks

All transactions in which Trustees have an interest in are disclosed within note 8 to the accounts.

Signed on behalf of the Trustees:

……………………………………… Trustee

Date: 15/05/2026

Page: 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 2025.

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

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:

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.

Adam Fullerton

(FCA)

For and on behalf of Moore Kingston Smith LLP

Chartered Accountants

9 Appold Street London EC2A 2AP

Date: 15 May 2026

Page: 5

The Priory Foundation Statement of Financial Activities For the year ended 31st December 2025

Note
Income From:
Investment income
2
Donations
Total Income
Expenditure On:
Charitable activities
3
Total Expenditure before gains and losses
Realised Gains/(Losses) on investments
Unrealised Gains/(Losses) on investments
Net expenditure for the year/Net Movement
in Funds
Fund balances brought forward at 1st January 2025
Fund Balances Carried Forward at 31st December 2025
Income and Expenditure
2025
2024
£
£
25,315
18,361
134,450
198,876
159,765
217,237
(246,394)
(252,116)
(246,394)
(252,116)
250,921
(92,530)
(188,282)
31,405
(23,990)
(96,005)
3,820,768
3,916,773
3,796,778
3,820,768
Unrestricted Funds

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 31st December 2025

Note
Fixed Assets
Investments
5
Current Assets
Debtors
6
Cash at bank
Current Liabilities
Creditors: Amounts falling due
within one year
7
Net Current Assets/(Liabilities)
Total Assets less Current Liabilities
Funds
Unrestricted - General Fund
2025
£
52,874
1,066,705
1,119,579
(56,593)
2025
£
2,733,792
1,062,986
3,796,778
3,796,778
2024
£
2,552
68,710
71,262
(56,773)
2024
£
3,806,279
14,489
3,820,768
3,820,768

15/05/2026 Approved by the trustees and authorised for issue on …………………... and signed on their behalf by:

..................................................................... N.W.Wray Trustee

Page: 7

The Priory Foundation Notes to the Accounts For the year ended 31st December 2025

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, and updated in 2019. 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. 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: 8

The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2025

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.

Employee Benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

2
3
Investment Income
UK Equities
Bank interest received
Charitable Activities
Grants payable to Institutions:
Saracens Herts Cricket League
Saracens Foundation
Saracens Multi Academy Trust
Tennis Swansea
Harrogate Grammar School
The Totteridge Mill Hill Cricket Club
Friends of Offham School
Sussex Cricket Foundation
Woodlark Campsite Trust
Haringey Police and Community Amateur Boxing Club
JET
Maccabi GB
Sri Jayendra
Arni Institute
On Course Foundation
Teenage Cancer Trust
British Masters Athletic
Matt Hampson Foundation
The Kidney Fund
Middlesex in the Community Ltd
Muscular Dystrophy Support Centre
Bidart Theatre
Wooden Spoon Charity
MS Society
Hospice of St Francis - Big Give 2025
Direct Charitable spending:
Turner Pocock
Grants payable to Individuals:
Ed Slater Donation
2025
£
5,485
19,830
25,315
2025
£
20,000
64,000
20,235
9,000
6,999
-
-
-
-
5,250
13,530
7,000
10,000
5,000
1,000
5,000
1,000
5,400
1,150
1,000
1,000
26,434
1,000
400
10,000
-
-
214,398
2024
£
17,859
502
18,361
2024
£
20,000
64,000
38,250
9,000
6,999
33,084
500
1,000
10,000
1,000
10,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27,600
1,000
222,433

Page: 9

The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2025

3
Charitable Activities (continued)
Support Costs:
Governance costs (see note 4)
Professional fees - charity support services
Staff costs
Sundry expenses
Bank interest and charges
4
Governance costs
Independent examiner fees - current year
Independent examiner fees - prior year under accrual
5
Investments
Market value/cost at 1st January 2025
Additions
Reclassification
Disposals in the year
Realised gains/(Loss) on disposal
Unrealised (losses)/gains on revaluation
Market value at 31st December 2025
6
Debtors
Tax recoverable
Other Debtors
7
Creditors: Amounts falling due within one year
Accruals
Other creditors
Historical cost at 31st December 2025
Listed
£
1,408,007
-
(266,094)
(760,899)
408,638
(348,676)
440,977
390,015
Unlisted
£
2,398,272
143,109
266,094
(517,337)
(157,717)
160,394
2,292,815
1,779,298
2025
£
6,555
2,000
20,529
1,999
913
31,996
246,394
2025
£
6,555
-
6,555
Total
2025
£
3,806,279
143,109
-
(1,278,236)
250,921
(188,282)
2,733,792
2,169,313
2,012
50,862
52,874
7,164
49,429
56,593
2024
£
6,480
2,000
18,971
837
1,395
29,683
252,116
2024
£
6,242
238
6,480
Total
2024
£
4,005,560
-
-
(138,156)
(92,530)
31,405
3,806,279
3,053,518
£
2,552
-
2,552
£
6,521
50,252
56,773

Page: 10

The Priory Foundation Notes to the Accounts (Continued) For the year ended 31st December 2025

8 Related Party Transactions

The Charity held the following investments in which N.W. Wray, a Trustee, has a beneficial interest:

At 31 December 2025 At 31 December 2025 At 31 December 2024 At 31 December 2024
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 0 242,500 0
Belluscura plc Ord. 1p 174,000 0 174,000 16,095
Cambridge Cognition Ord. 1p 314,000 87,920 314,000 117,750
Holdings plc
Franchise Brands plc Ord. 0.5p 223,880 312,313 223,880 355,969 Dividends received in year
Gfinity plc Ord. 0.1p 1,111,111 333 1,111,111 833
MXC Capital Limited Ord. 1p 4,001 2,321 4,001 2,921
PIHL Equity LLP partnership 1.02% - Disposed of in the year
share
Sigmaroc Plc Ord. 1p N/A N/A 877,000 631,440 Sold in the year

L.Mercey, a Trustee, also has a beneficial interest in the following investments held by the charity: Asimilar Group plc, Belluscura plc, Cambridge Cognition Holdings Plc, Franchise Brands plc, MXC Capital Limited, Miroma Holdings Ltd, Stubben Edge Group Limited.

D Poutney, a Trustee, also has a beneficial interest in the following investments held by the charity: Belluscura plc, Cambridge Cognition Holdings Plc, Franchise Brands Plc, Miroma Holdings Limited, Stubben Edge Group Limited, Venterra Group plc, SEEEN Plc.

During the year, Gordon Banks, a Trustee was paid £2,000 for Charity Consultancy and Support Services provided. This is permitted by the governing document of the Charity.

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.

10 Staff costs

Staff expenses include the following employee costs:
Wages and salaries
Pension costs
2025
£
20,100
416
20,516
2024
£
18,600
371
18,971

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Charity . The Charity considers the Board of Trustees as its key management personnel. Their total remuneration (including pension contributions and employer’s national insurance) for the year totalled £nil (2024: £nil).

Page: 11

The Priory Foundation Notes to the Accounts (Continued) For the year ended 31st December 2025

10 Staff costs (continued)

No employee earned more than £60,000 in this or the prior year.

Employees
The average number of employees by function were:
Grant-giving management
2025
Number
1
1
2024
Number
1
1

Page: 12