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Registered number: 13755304 Charity number: 1200239 Finisterre UK Foundation Limited Annual Report 31 December 2024
Finisterre UK Foundation Limited Contents
| Page
Reference and administrative details | 1
Trustees' report | 2 - 5
Statement of financial activities | 6
Balance sheet | 7
Notes to the financial statements | 8 - 12
Finisterre UK Foundation Limited Reference and administrative details Year ended 31 December 2024 Trustees
Laura Mitchell
Kenneth Mitchell
Ali Bastani
Company registered number 13755304
Charity registered number 1200239
Registered office 2 Putney Hill London SW15 6AB
Page 1
Finisterre UK Foundation Limited Trustees' report Year ended 31 December 2024 The trustees present their annual report together with the financial statements of the Finisterre UK Foundation Limited ("the charity") for the year ended 31 December 2024. The annual report serves the purposes of both a trustees' report and a directors' report under company law. The trustees confirm that the annual report and financial statements of the charitable company comply with the current statutory requirements, the requirements of the charitable company's governing document and the provisions of the Statement of Recommended Practice (SORP) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS102) (effective 1 January 2019). Since the charity qualifies as small under section 382 of the Companies Act 2006, the strategic report required of medium and large companies under the Companies Act 2006 (strategic report and directors' report) Regulations 2013 has been omitted. Objectives and activities l Policies and objectives Finisterre UK Foundation Limited was incorporated on 19 November 2021 and was registered as a charity with the Charities Commission on 1 September 2022. The objectives for which the trust is established are such general charitable purposes for the public benefit as the trustees in their discretion decide. The trustees confirm that they have referred to the guidance contained in the Charity Commission's general guidance on public benefit when reviewing the Foundation's aims and objectives and in setting the grant making policy for the period. In setting objectives and planning for activities, the trustees have given due consideration to general guidance published by the Charity Commission relating to public benefit, including the guidance 'Public benefit: running a charity (PB2)'. l Strategies for achieving objectives The Foundation has yet to commence their charitable activities. However, going forward they aim to meet their objectives by providing grants for exclusively charitable purposes under English law, and for the benefit of a sufficient section of the public. It is expected they will prioritise UK based charities with a focus on supporting causes linked to education and environment. l Grant-making policies The Foundation will provide benefit through the grants that it makes to their beneficiaries including the charitable and not-for-profit organisations it funds and the ultimate beneficiaries of the funded projects. Under the charitable purposes the trustees have maximum flexibility to select which charitable projects are to be supported. This reflects the expectation that the trustees will wish to support a wide variety of charitable purposes and projects over the life of the Foundation. The trustees' current intention is to focus on making grants to UK charities to support education and the environment however the trustees are expected to develop their grant making priorities over time and may add to these areas or shift their focus, without limitation. Page 2
Finisterre UK Foundation Limited Achievements and performance l Review of activities The charitable company was incorporated in the 2021 and on 24 October 2022 the trustees approved receipt by the charitable company of a gift for charitable purposes (the 'gift') from the Wendt Family Revocable Trust ('WFRT') a non-charitable trust established for the benefit of members of the Wendt family. The gift comprised the whole of WFRT's membership interest in WFR Holdings LLC (a limited liability company formed in the Commonwealth of Pennsylvania, United States of America) (the 'LLC'), comprising 60% of the voting rights and financial ownership of the LLC. The gift was intended as a generous donation to the charitable company to fund its charitable work for the public benefit. The sole assets of the LLC are 3,993,574 Preference Shares and 4,427,345 A Ordinary Shares in Adeptio Pharmaceuticals Limited ('Adeptio'), a UK based company. A valuation of the shares was prepared by an independent appraiser according to recognised valuation methodologies, resulting in a valuation of £6,945,509. As the LLC does not own any assets other than its shares of Adeptio (nor does it carry any separate debts or liabilities), this valuation of Adeptio represents all of the value of the LLC. After taking into account appropriate discounts, the 60% interest gifted to and held by the charitable company was valued at £3,000,460. Once the entity is funded through a liquidity event, there are no planned changes to the structure or the intended grant recipients, but the charitable company will be able to carry out funding its charitable work for the public benefit as described above. To date no charitable activities have been undertaken. Financial review l Financial performance The charity received minimal income in the year of £19 (2024: £9,620), relating to interest (2023: interest and donations) and incurred expenditure of £74 (2024: £55). In addition, professional fees of £20,096 (2023: £24,028) relating to the UK Foundation but paid by the parent entity have been recognised within these financial statements as both income and expenditure. l Going concern After making appropriate enquiries, the trustees have a reasonable expectation that the charity has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies. l Reserves policy The fund balances carried forward at 31 December 2024 show a total of £3,009,971 of which £3,000,460 are tied up in investments held for future income generation and £1 relates to the share capital held, therefore the free reserves total £9,510 to be used for future charitable activities. At the current stage no charitable activities have been commenced, and there is no intention to commence charitable activities until the charity has received further funding. Therefore, the trustees believe the reserves are sufficient based on the current level of activity. l Share capital and dividends The charitable company's authorised share capital of 1 Ordinary share of £1 each was issued at par upon incorporation and is held by The Finisterre Foundation. The charitable company's regulations state that no dividends shall be paid to shareholders. Page 3
Finisterre UK Foundation Limited Structure, governance and management l Constitution Finisterre UK Foundation is a UK charitable company limited by shares and incorporated in the UK under the Companies Act 2006 and governed by its Memorandum and Articles of Association. It is registered with the Charity Commission for England and Wales. The charitable company's company and charity registration numbers and address of its registered office is shown on page 1. The principal objects of the charitable company are such purposes for the public benefit in any part of the world as the trustees may in their absolute discretion determine. l Methods of appointment or election of trustees Unless otherwise decided by an Ordinary Resolution, the minimum number of trustees shall be three and there shall be no maximum number. The shareholder of the charitable company may appoint any person who is willing to act as a trustee for such term as they see fit, either to fill a vacancy or as an additional trustee. Each trustee must sign a written declaration of willingness to act as a charity trustee of the charitable company prior to taking office. In addition, a retiring trustee may be reappointed and there is no limit to the number of times a trustee may be reappointed. l Organisational structure and decision-making policies Throughout the period, the charitable company was wholly owned by The Finisterre Foundation ('the parent charity'), a US private charity formed as a Pennsylvania Charitable Trust on 4 May 2021. The parent charity is therefore the shareholder of the charitable company, and their ultimate controlling entity. The management of the charity is delegated to the trustees who are appointed by the parent charity under the terms of the Memorandum and Articles of Association. l Financial risk management The trustees have assessed the major risks to which the charity is exposed, in particular those related to the operations and finances of the charity, and are satisfied that systems and procedures are in place to mitigate exposure to the major risks. Plans for future periods The trustees aim to commence grant awards to organisations or individuals providing public benefit, following the sale of the assets held by LLC. Page 4
Finisterre UK Foundation Limited Statement of trustees' responsibilities The trustees (who are also the directors of the charity for the purposes of company law) 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). Company law requires the trustees to prepare financial statements for each financial . Under company law, the trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charity and of its incoming resources and application of resources, including its income and expenditure, for that period. In preparing these financial statements, the trustees are required to: ∙select suitable accounting policies and then apply them consistently; ∙observe the methods and principles of the Charities SORP (FRS 102); ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards (FRS 102) have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business. The trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the charity's transactions and 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 Companies Act 2006. 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. Approved by order of the members of the board of trustees on 2 October 2025 and signed on their behalf by:
Laura Mitchell Chair |
Page 5
Finisterre UK Foundation Limited Statement of financial activities (incorporating income and expenditure account) Year ended 31 December 2024
|  | Unrestricted funds 2024 | Total funds 2024 | Total funds 2023 Restated
| Note | £ | £ | £
Income from: |  |  |  |
Donations and legacies | 5 | 20,096 | 20,096 | 33,637
Other income |  | 19 | 19 | 11
Total income |  | 20,115 | 20,115 | 33,648
Expenditure on: |  |  |  |
Charitable activities |  | 20,170 | 20,170 | 24,083
Total expenditure |  | 20,170 | 20,170 | 24,083
Net movement in funds |  | (55) | (55) | 9,565
Reconciliation of funds: |  |  |  |
Total funds brought forward |  | 3,010,026 | 3,010,026 | 3,000,461
Net movement in funds |  | (55) | (55) | 9,565
Total funds carried forward |  | 3,009,971 | 3,009,971 | 3,010,026
Page 6
Finisterre UK Foundation Limited Balance sheet At 31 December 2024
|  |  | 2024 |  | 2023
| Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 8 |  | 3,000,460 |  | 3,000,460
|  |  | 3,000,460 |  | 3,000,460
Current assets |  |  |  |  |
Debtors | 9 | 1 |  | 1 |
Cash at bank and in hand |  | 9,510 |  | 9,565 |
|  | 9,511 |  | 9,566 |
Net current assets |  |  | 9,511 |  | 9,566
Total assets less current liabilities |  |  | 3,009,971 |  | 3,010,026
Total net assets |  |  | 3,009,971 |  | 3,010,026
Charity funds |  |  |  |  |
Unrestricted funds |  |  | 3,009,971 |  | 3,010,026
Total funds |  |  | 3,009,971 |  | 3,010,026
The charity was entitled to exemption from audit under section 477 of the Companies Act 2006. The members have not required the company to obtain an audit for the year in question in accordance with section 476 of Companies Act 2006. The trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime. The financial statements were approved and authorised for issue by the trustees on 02 October 2025 and signed on their behalf by:
Laura Mitchell (Chair) |
Company registered number: 13755304 The notes on pages 8 to 12 form part of these financial statements.
Page 7
Finisterre UK Foundation Limited Notes to the financial statements Year ended 31 December 2024
1. | General information
Finisterre UK Foundation Limited ('the charitable company') is a private company limited by shares, incorporated and domiciled in the United Kingdom under the Companies Act 2006 and registered with the Charity Commission for England and Wales. The address of the registered office is given in the reference and administration page of this annual report.
2. | Prior year restatement
The trustees have recognised a donation from the parent charity to reflect the professional fees paid on behalf of the UK Foundation in 2023. This has resulted in a restatement of the prior year income and expenditure by £24,028 which is reflected in notes 5 and 6. There has been no impact on the net assets or total funds for the year ended 31 December 2023. 3.Accounting policies
| 3.1 | Basis of preparation of financial statements
The financial statements have been prepared in accordance with the Charities SORP (FRS 102) - Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. Finisterre UK Foundation Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy. The financial statements are prepared in pounds sterling which is the functional currency of the charitable company and are rounded to the nearest £1.
| 3.2 | Going concern
The financial statements have been prepared on a going concern basis. The trustees have considered the risks and all factors they believe might reasonably impact upon the future outlook of the charity. The charity has no significant expenses and adequate resources to continue in operational existence for the foreseeable future. The parent Foundation will continue to meet professional services costs as required. As a result, the trustees have a reasonable expectation that the charity will continue as a going concern for a period of at least 12 months from the date of signing these accounts.
| 3.3 | Fund accounting
General funds are unrestricted funds which are available for use at the discretion of the trustees in furtherance of the general objectives of the charity and which have not been designated for other purposes.
| 3.4 | Income
Incoming resources are recognised in the statement of financial activities when the charity has entitlement to the funds; any conditions attached to the income must have been met; it is probable that the income will be received and the amount can be measured reliably. Page 8
Finisterre UK Foundation Limited Notes to the financial statements Year ended 31 December 2024 3.Accounting policies (continued)
| 3.5 | Investments
Fixed asset investments are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at fair value at the balance sheet date, unless fair value cannot be measured reliably in which case it is measured at cost less impairment. A valuation of the investment was prepared by an independent appraiser in the prior year according to recognised valuation methodologies, with further information included within note 8.
| 3.6 | Financial instruments
The charitable company only enters into basic financial instruments that result in the recognition of basic financial assets and liabilities like other accounts receivable and payable. All such debt instruments are due within one year, and are measured, initially and subsequently at the transaction price. At the end of each accounting period debt financial assets are assessed for impairment and their carrying value reduced if necessary. Any impairment charge is recognised in the statement of financial activities.
| 3.7 | Cash at bank and in hand
Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.
4. | Critical accounting estimates and areas of judgment
The preparation of financial statements requires management to make judgments, assumptions and estimates that affect the application of accounting policies and amounts reported in the statement of financial activity and balance sheet. Such decisions are made at the time of the financial statements are prepared and adopted based on the best information available at the time. Actual outcomes may be different from initial estimates and are reflected in the financial statements as soon as they become apparent. Key sources of estimation uncertainty As stated in note 3.5, unlisted investments are carried at fair value with the value considered to be subjective and based on a number of assumptions including the UK and US economic outlook and the outlook of the pharmceutical industry. A valuation of the shares has been prepared by an independent appraiser according to recognised valuation methodologies. In preparing these financial statements the trustees do not consider there were any significant areas of judgment that were required in applying the company's accounting policies as set out above. Page 9
Finisterre UK Foundation Limited Notes to the financial statements Year ended 31 December 2024
| 5. | Income from donations and legacies
|  |  | Unrestricted funds 2024 | Total funds 2024 | Total funds 2023 Restated
|  |  | £ | £ | £
| Donations | 20,096 | 20,096 | 33,637
| Income in the period ending 31 December 2023 was all unrestricted.
| 6. | Analysis of expenditure by activities
|  |  | Support costs 2024 | Total funds 2024 | Total funds 2023 Restated
|  |  | £ | £ | £
| Support costs | 20,170 | 20,170 | 24,083
| Analysis of support costs
|  | Total funds 2024 | Total funds 2023
|  | £ | £
| Bank fees | 74 | 55
| Professional fees | 20,096 | 24,028
|  | 20,170 | 24,083
7. | Trustees' remuneration and expenses
| During the year ended 31 December 2024, no trustees received any remuneration or other benefits (2023: £nil).
| During the year ended 31 December 2024, no expenses were paid to trustees (2023: £nil).
Page 10
Finisterre UK Foundation Limited Notes to the financial statements Year ended 31 December 2024
8. | Fixed asset investments
|  | Unlisted investments
|  | £
| Cost or valuation |
| At 1 January 2024 | 3,000,460
| At 31 December 2024 | 3,000,460
| Net book value |
| At 31 December 2024 | 3,000,460
| At 31 December 2023 | 3,000,460
| On 24 October 2022, the trustees approved receipt by the charitable company of a gift for charitable purposes (the 'gift') from the Wendt Family Revocable Trust ('WFRT') a non-charitable trust established for the benefit of members of the Wendt family. The gift comprises the whole of WFRT's membership interest in WFR Holdings LLC (a limited liability company formed in the Commonwealth of Pennsylvania, United States of America) (the 'LLC'), comprising 60% of the voting rights and financial ownership of the LLC. The gift is intended as a generous donation to the charitable company to fund its charitable work for the public benefit. The sole assets of the LLC are 3,993,574 Preference Shares and 4,427,345 A Ordinary Shares in Adeptio Pharmaceuticals Limited ('Adeptio'), a UK based company. A valuation of the shares has been prepared by an independent appraiser according to recognised valuation methodologies, resulting in a valuation of £6,945,509. As the LLC does not own any assets other than its shares of Adeptio (nor does it carry any separate debts or liabilities), this valuation of Adeptio represents all of the value of the LLC. After taking into account appropriate discounts, the 60% interest gifted to and held by the charitable company has been valued at £3,000,460. The directors have considered the fair value of the investment to the year end date, and are confident this remains appropriate based on market information, with no impairment indicators noted.
9. | Debtors
|  | 2024 | 2023
|  | £ | £
| Proceeds from issue of shares | 1 | 1
| 10. | Summary of funds
Page 11
Finisterre UK Foundation Limited Notes to the financial statements Year ended 31 December 2024
| 10. | Summary of funds (continued)
|  | Summary of funds - current year
|  |  | Balance at 1 January 2024 £ | Income £ | Expenditure £ | Balance at 31 December 2024 £
| General funds | 3,010,026 | 20,115 | (20,170) | 3,009,971
|  | Summary of funds - prior year
|  |  | Balance at 1 January 2023 £ | As restated Income £ | As restated Expenditure £ | Balance at 31 December 2023 £
| General funds | 3,000,461 | 33,648 | (24,083) | 3,010,026
11. | Related party transactions
| Professional services fess of £20,096 (2023: £24,028) were paid by The Finisterre Foundation, on behalf of the UK Foundation. A donation of this amount has therefore been recognised from the parent to cover this expenditure. There are no outstanding balances at the year end. There is £1 share capital owed from Finisterre Foundation as disclosed in note 10. There were no other related party transactions or outstanding balances during the year.
12. | Controlling party
The immediate and ultimate parent undertaking is The Finisterre Foundation, a charitable 501(c)(3) organisation incorporated in the US on 4 May 2021. This organisation is a private foundation under Section 509(a) and holds the entire share capital of the charitable company. It is registered at 215 Winsor Lane, Haverford, PA 19041.
Page 12