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2022-03-31-accounts

COMPANY REGISTRATION NUMBER: 02387386 CHARITY REGISTRATION NUMBER: 1073593

Memhay Limited Company Limited by Guarantee Unaudited Financial Statements

31 March 2022

HAFFNER HOFF LTD

Accountants 2nd Floor - Parkgates Bury New Road Prestwich Manchester M25 0TL

Memhay Limited

Company Limited by Guarantee

Financial Statements

Year ended 31 March 2022

Page
Trustees' annual report (incorporating the director's report) 1
Independent examiner's report to the trustees 5
Statement of financial activities (including income and
expenditure account) 6
Statement of financial position 7
Notes to the financial statements 9

Memhay Limited

Company Limited by Guarantee

Trustees' Annual Report (Incorporating the Director's Report)

Year ended 31 March 2022

The trustees, who are also the directors for the purposes of company law, present their report and the unaudited financial statements of the charity for the year ended 31 March 2022.

Reference and administrative details

Registered charity name Memhay Limited Charity registration number 1073593 Company registration number 02387386 Principal office and registered 2nf Floor Parkgates office Bury New Road Prestwich Manchester M25 0TL The trustees C S Lebrecht S Lebrecht M Y Lebrecht Independent examiner A L Haffner ACA 2nd Floor - Parkgates Bury New Road Prestwich Manchester M25 0TL

- 1 -

Memhay Limited

Company Limited by Guarantee

Trustees' Annual Report (Incorporating the Director's Report) (continued)

Year ended 31 March 2022

Structure, governance and management

Memhay Limited is constituted by Memorandum and Articles of Association and is a company limited by guarantee. It was incorporated 22 May 1989 as a company and the company number is 02387386. It was registered as a charity on 28 January 1999 with a charity number 1073593. The charity is run by the trustees who all act in a honorary capacity. A new trustee would receive copies of the previous years' Annual Report and Accounts and a copy of the Charity Commission leaflet 'The Essential Trustee : What you need to know.

Group structure and Relationships

The charity has the following wholly owned non-charitable subsidiary : Broomgreen Limited – a property investment company.

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 Trust, and are satisfied that systems are in place to manage our exposure to the major risks.

The risks faced by the trust are principally operational risks from ineffective grant making. These risks are managed by the trustees researching potential beneficiaries before granting donations.

Report back and review procedures strengthen these safeguards to ensure public benefit is achieved from all grants.

Other risks are associated with the trading subsidiaries and are operational in terms of losing market share and being unable to pay liabilities as they fall due.

The subsidiaries monitor cash flow and reputation regularly to ensure they maintain their market position so that cash flow is not an issue.

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Memhay Limited

Company Limited by Guarantee

Trustees' Annual Report (Incorporating the Director's Report) (continued)

Year ended 31 March 2022

Objectives and activities

The charity has established its grant making policy to achieve its objects for the public benefit. The charity utilises funds received from the subsidiaries to pay out grants that are appropriate for the charities objects.

The application of the funds by way of grants is to either institutions or individuals and is mostly to institutions.

The trustees consider they have met the public benefit test and outline these achievements below.

The trustees measure the success of achieving the stated aims by the number and value of grants paid out for each objects. The grants paid out in the year are detailed in the notes to the accounts and the trustees consider they have met their aims successfully this year. Additionally, the trading subsidiary furthers the objects of the charity by employing staff as mentioned above.

The trustees consider the shorter term aims to be similar to the longer term aims and assess the achievement of the charity in the same way.

Investment Policy

The trustees have considered the most appropriate policy for investing funds and have invested in property. These investments are kept under constant review. The trustees are satisfied that property investment is the optimum method of raising funds in the current market, and this has been well borne out over time, with a highly satisfactory return on investments.

These investments have yielded average returns of approximately 5% in the year which is a very favourable rate when compared to average returns on property investments in the current market. For further detail see below in 'Achievement and performance'.

Strategic report

The following sections for achievements and performance and financial review form the strategic report of the charity.

Achievements and performance

During the year under review the charity received income of £230,500 including investment income of £161,023. There was a net expenditure for the year of £310,695.

During the year £494,772 was distributed to other charities in accordance with this charity's objectives.

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Memhay Limited

Company Limited by Guarantee

Trustees' Annual Report (Incorporating the Director's Report) (continued)

Year ended 31 March 2022

Financial review

At 31 March 2022 the group had free reserves of £113,676 (2021 : £30,525). Although overall there are net liabilities of £436,893 there are no material uncertainties about the charity's ability to continue. There are over £3m of loan creditors from connected parties who have provided written assurances that they will not call in their loans to the detriment of the cash flow of the charity. Therefore the trustees consider the charity not to be financially exposed. The company and its group have adequate resources to continue distributing funds to other charities in accordance with its objectives.

Reserves Policy

It is the policy of the charity to hold free reserves sufficient to maintain grants at a reasonable level. As the charity is partially reliant on donations received, the trustees feel it would be prudent to maintain reserves at such a level that would enable the charity to take advantage of investment opportunities arising so as to generate its own income to meet this aim.

The trustees' annual report and the strategic report were approved on 3 March 2023 and signed on behalf of the board of trustees by:

C S Lebrecht Trustee

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Memhay Limited

Company Limited by Guarantee

Independent Examiner's Report to the Trustees of Memhay Limited

Year ended 31 March 2022

I report to the trustees on my examination of the financial statements of Memhay Limited ('the charity') for the year ended 31 March 2022.

Responsibilities and basis of report

As the trustees of the company (and also its directors for the purposes of company law) you are responsible for the preparation of the financial statements in accordance with the requirements of the Companies Act 2006 ('the 2006 Act’).

Having satisfied myself that the accounts of the company are not required to be audited under Part 16 of the 2006 Act and are eligible for independent examination, I report in respect of my examination of the charity’s accounts as carried out under section 145 of the Charities Act 2011 (‘the 2011 Act’). In carrying out my examination I have followed the Directions given by the Charity Commission under section 145(5)(b) of the 2011 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:

  1. accounting records were not kept in respect of the charity as required by section 386 of the 2006 Act; or

  2. the financial statements do not accord with those records; or

  3. the financial statements do not comply with the accounting requirements of section 396 of the 2006 Act 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; or

  4. the financial statements have not been prepared in accordance with the methods and principles of the Statement of Recommended Practice for accounting and reporting by charities applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).

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.

A L Haffner ACA Independent Examiner

2nd Floor - Parkgates Bury New Road Prestwich Manchester M25 0TL

3 March 2023

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Memhay Limited

Company Limited by Guarantee

Statement of Financial Activities (including income and expenditure account)

Year ended 31 March 2022

2022 2021
Unrestricted
fundsTotal funds Total funds
Note £ £ £
Income and endowments
Donations and legacies 5 69,477 69,477 81,605
Investment income 6 161,023 161,023 505,439
-------------------------------- -------------------------------- --------------------------------
Total income 230,500 230,500 587,044
================================ ================================ ================================
Expenditure
Expenditure on raising funds:
Investment management costs 7 43,383 43,383 48,136
Expenditure on charitable activities 8,9 497,812 497,812 505,815
-------------------------------- -------------------------------- --------------------------------
Total expenditure 541,195 541,195 553,951
================================ ================================ ================================
-------------------------------- -------------------------------- --------------------------------
Net (expenditure)/income (310,695) (310,695) 33,093
================================ ================================ ================================
Other recognised gains and losses
Gains from revaluation of fixed assets 150,000 150,000
-------------------------------- -------------------------------- --------------------------------
Net movement in funds (160,695) (160,695) 33,093
Reconciliation of funds
Total funds brought forward (276,198) (276,198) (309,291)
-------------------------------- -------------------------------- --------------------------------
Total funds carried forward (436,893) (436,893) (276,198)
================================ ================================ ================================

The statement of financial activities includes all gains and losses recognised in the year. All income and expenditure derive from continuing activities.

The notes on pages 9 to 18 form part of these financial statements.

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Memhay Limited

Company Limited by Guarantee

Statement of Financial Position

31 March 2022

2022 2021
Note £ £
Fixed assets
Investments 17 3,447,111 3,681,629
Current assets
Debtors 19 126,161 70,000
Cash at bank and in hand 74,065 64,196
-------------------------------- --------------------------------
200,226 134,196
Creditors: amounts falling due within one year 20 86,550 103,671
-------------------------------- --------------------------------
Net current assets 113,676 30,525
----------------------------------------- -----------------------------------------
Total assets less current liabilities 3,560,787 3,712,154
Creditors: amounts falling due after more than one year 21 3,997,680 3,988,352
----------------------------------------- -----------------------------------------
Net liabilities (436,893) (276,198)
========================================= =========================================
Funds of the charity
Unrestricted funds:
Revaluation reserve 150,000
Other unrestricted income funds (586,893) (276,198)
-------------------------------- --------------------------------
Total unrestricted funds (436,893) (276,198)
-------------------------------- --------------------------------
Total charity funds 22 (436,893) (276,198)
================================ ================================

For the year ending 31 March 2022 the charity was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

The statement of financial position continues on the following page.

The notes on pages 9 to 18 form part of these financial statements.

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Memhay Limited

Company Limited by Guarantee

Statement of Financial Position (continued)

31 March 2022

These financial statements were approved by the board of trustees and authorised for issue on 3 March 2023, and are signed on behalf of the board by:

C S Lebrecht Trustee

The notes on pages 9 to 18 form part of these financial statements.

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Memhay Limited

Year ended 31 March 2022

Company Limited by Guarantee

Notes to the Financial Statements

1. General information

The charity is a public benefit entity and a private company limited by guarantee, registered in England and Wales and a registered charity in England and Wales. The address of the registered office is 2nf Floor Parkgates, Bury New Road, Prestwich, Manchester, M25 0TL.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland', 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 (FRS 102) (Charities SORP (FRS 102)) and the Companies Act 2006.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through income or expenditure.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

There are no material uncertainties about the charity's ability to continue.

We refer the reader to the note on the trustees report (pg 4) with regard to the connected loans which will not be called in to the detriment of the cash flow of the charity.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements did not require management to make judgements, estimates or assumptions that affect the amounts reported at the year end. es.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the statement of financial activities.

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

3. Accounting policies (continued)

Fund accounting

Unrestricted funds are available for use at the discretion of the trustees to further any of the charity's purposes.

Designated funds are unrestricted funds earmarked by the trustees for particular future project or commitment.

Restricted funds are subjected to restrictions on their expenditure declared by the donor or through the terms of an appeal, and fall into one of two sub-classes: restricted income funds or endowment funds.

Incoming resources

All income is included in the statement of financial activities when entitlement has passed to the charity, it is probable that the economic benefits associated with the transaction will flow to the charity and the amount can be reliably measured. The following specific policies are applied to particular categories of income:

Resources expended

Expenditure is recognised on an accruals basis as a liability is incurred. Expenditure includes any VAT which cannot be fully recovered, and is classified under headings of the statement of financial activities to which it relates:

All costs are allocated to expenditure categories reflecting the use of the resource. Direct costs attributable to a single activity are allocated directly to that activity. Shared costs are apportioned between the activities they contribute to on a reasonable, justifiable and consistent basis.

Investments

Unlisted equity investments are initially recorded at cost, and subsequently measured at fair value. If fair value cannot be reliably measured, assets are measured at cost less impairment.

Listed investments are measured at fair value with changes in fair value being recognised in income or expenditure.

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

3. Accounting policies (continued)

Investment property

Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure.

Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.

If a reliable measure of fair value is no longer not available without undue cost or effort for an item of investment property, it shall be transferred to tangible assets and treated as such until it is expected that fair value will be reliably measurable on an on-going basis.

Investments in joint property syndicates

This represents capital introduced by the company into the syndicates plus accrued surpluses less deficiencies but without revaluing the syndicate properties.

Some of the syndicates in which the company is a participator have borrowings which are secured on the syndicate properties.

The company accounts for its syndicate investments under the 'equity accounting' basis and thus the company's share of such borrowings are not included in these accounts.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the charity are assigned to those units.

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

3. Accounting policies (continued)

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the amount receivable or payable including any related transaction costs, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Current assets and current liabilities are subsequently measured at the cash or other consideration expected to be paid or received and not discounted.

4. Limited by guarantee

The Charity is a company limited by guarantee and has no share capital. The liability of each member in the event of winding up is limited to £l0.

5. Donations and legacies

Unrestricted Total Funds Unrestricted Total Funds
Funds 2022 Funds 2021
£ £ £ £
Donations
Donations 69,477 69,477 81,605 81,605
============================ ============================ ============================ ============================

6. Investment income

Unrestricted Total Funds Unrestricted Total Funds
Funds 2022 Funds 2021
£ £ £ £
Income from investment properties 161,023 161,023 505,401 505,401
Bank interest receivable 38 38
-------------------------------- -------------------------------- -------------------------------- --------------------------------
161,023 161,023 505,439 505,439
================================ ================================ ================================ ================================

7. Investment management costs

Unrestricted Total Funds Unrestricted Total Funds
Funds 2022 Funds 2021
£ £ £ £
Rates 13,838 13,838 4,613 4,613
Insurance 9,031 9,031
Professional fees 1,800 1,800 7,751 7,751
Loan interest 20,709 20,709 21,618 21,618
Heat & Light 7,036 7,036 5,123 5,123
---------------------------- ---------------------------- ---------------------------- ----------------------------
43,383 43,383 48,136 48,136
============================ ============================ ============================ ============================

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

8. Expenditure on charitable activities by fund type

Unrestricted
Total Funds
Unrestricted Total Funds
Funds
2022
Funds 2021
£ £ £ £
Charitable activities 494,772
494,772
497,242 497,242
Support costs 3,040
3,040
8,573 8,573
-------------------------------- -------------------------------- -------------------------------- --------------------------------
497,812
497,812
505,815 505,815
================================ ================================ ================================ ================================
Expenditure on charitable activities by activity type
Grant funding
Support
Total funds Total fund
of activities
costs
2022 2021
£ £ £ £
Charitable activities 494,772
639
495,411 498,955
Governance costs
2,401
2,401 6,860
-------------------------------- ----------------------- -------------------------------- --------------------------------
494,772
3,040
497,812 505,815
================================ ======================= ================================ ================================
Analysis of support costs
Analysis of
support costs
activity 1 Total 2022 Total 2021
£ £ £
General office 639 639 1,713
Governance costs 2,401 2,401 6,860
----------------------- ----------------------- -----------------------
3,040 3,040 8,573
======================= ======================= =======================

9. Expenditure on charitable activities by activity type

10. Analysis of support costs

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

11. Analysis of grants

2022 2021
£ £
Grants to institutions
Amud Hatzdoko Trust 12,000
Asser Bishvil Foundation 28,000
B C G C T 43,000
Choimel Dalim 15,050 12,000
Friends of Beis Chinuch Lebonos 12,000
Friends Of Toldos Avrohom Yitzchok 95,500 104,000
Grants £10,000 and under 68,399 53,092
Kesser Torah 12,500
MH Trust 28,430 23,150
Mikve Trust Ltd 57,000
T T T 113,500 156,500
The Beth Hamedrash Satmar Trust 13,000
Tov Vochessed 40,600 42,500
U T A 10,523 23,000
Yesamach Levav 14,450
Yetev Lev Dsatmar 13,820
-------------------------------- --------------------------------
494,772 497,242
-------------------------------- --------------------------------
Total grants 494,772 497,242
================================ ================================

The above grants were made to institutions and went towards the following purposes; the relief of poverty, relief of those in need by reason of ill health or disability, the advancement of Jewish religion and the advancement of Jewish religious education.

12. Net (expenditure)/income

Net (expenditure)/income is stated after charging/(crediting):

Net (expenditure)/income is stated after charging/(crediting):
2022 2021
£ £
Foreign exchange differences (43)
============== ==============
13. Auditors remuneration
2022 2021
£ £
Fees payable for the audit of the financial statements 4,500
============== =======================
14. Independent examination fees
2022 2021
£ £
Fees payable to the independent examiner for:
Independent examination of the financial statements 2,400
======================= ==============

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

15. Staff costs

The average head count of employees during the year was Nil (2021: Nil).

No employee received employee benefits of more than £60,000 during the year (2021: Nil).

16. Trustee remuneration and expenses

No remuneration or other benefits from employment with the charity or a related entity were received by the trustees.

17. Investments

Shares in
Investment group Other
properties undertakings investments Total
£ £ £ £
Cost or valuation
At 1 April 2021 1,350,042 1 2,331,586 3,681,629
Additions 281,309 281,309
Disposals (665,827) (665,827)
Fair value movements 150,000 150,000
----------------------------------------- -------------- ----------------------------------------- -----------------------------------------
At 31 March 2022 1,350,042 1 2,097,068 3,447,111
========================================= ============== ========================================= =========================================
Impairment
At 1 April 2021 and 31 March 2022
============== ========================================= =========================================
Carrying amount
At 31 March 2022 1,350,042 1 2,097,068 3,447,111
========================================= ============== ========================================= =========================================
At 31 March 2021 1,350,042 1 2,331,586 3,681,629
========================================= ============== ========================================= =========================================

All investments shown above are held at valuation.

Investment properties

The investment properties are stated at fair value as per the trustees valuation at the year end.

Other Investments

Other Investments are joint property syndicates. This is comprised of capital introduced by the charity into the syndicates plus accrued surpluses less deficiencies but without revaluing the syndicate properties.

Unlisted Investments

The unlisted investments are stated at fair value at the year end.

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

18. Investment entities

Subsidiaries and other investments

Percentage
Class of of shares
Registered office share held
Subsidiary undertakings
Broomgreen 2nd Floor Parkgates Ordinary 100
Bury New Road
Prestwich
Manchester
M25 0TL

The results for subsidiaries and other undertakings are as follows:

Capital and reserves Profit/(loss) for the year Profit/(loss) for the year
2022 2021 2022 2021
£ £ £ £
Subsidiary undertakings
Broomgreen (293,222) (291,767) (1,454) (859)
================================ ================================ ======================= ==============
19. Debtors
2022 2021
£ £
Other debtors 126,161 70,000
================================ ============================
20. Creditors: amounts falling due within one year
2022 2021
£ £
Bank loans and overdrafts 55,670 55,671
Accruals and deferred income 20,880 18,000
Other creditors 10,000 30,000
---------------------------- --------------------------------
86,550 103,671
============================ ================================
21. Creditors: amounts falling due after more than one year
2022 2021
£ £
Bank loans and overdrafts 634,565 690,237
Amounts owed to group undertakings 19,191 19,191
Other creditors 3,343,924 3,278,924
----------------------------------------- -----------------------------------------
3,997,680 3,988,352
========================================= =========================================

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

22. Analysis of charitable funds

Unrestricted funds

Unrestricted funds
At Gains and At
1 April 2021 Income Expenditure losses 31 March 22
£ £ £ £ £
General funds (276,198) 230,500 (541,195) (586,893)
Revaluation reserve 150,000 150,000
-------------------------------- -------------------------------- -------------------------------- -------------------------------- --------------------------------
(276,198) 230,500 (541,195) 150,000 (436,893)
================================ ================================ ================================ ================================ ================================
At Gains and At
1 April 2020 Income Expenditure losses 31 March 21
£ £ £ £ £
General funds (309,291) 587,044 (553,951) (276,198)
Revaluation reserve
-------------------------------- -------------------------------- -------------------------------- -------------- --------------------------------
(309,291) 587,044 (553,951) (276,198)
================================ ================================ ================================ ============== ================================

23. Analysis of net assets between funds

Unrestricted Total Funds
Funds 2022
£ £
Investments 3,447,111 3,447,111
Current assets 200,226 200,226
Creditors less than 1 year (86,550)
(86,550)
Creditors greater than 1 year (3,997,680)
(3,997,680)
----------------------------------------- -----------------------------------------
Net liabilities (436,893)
(436,893)
========================================= =========================================
Unrestricted Total Funds
Funds 2021
£ £
Investments 3,681,629 3,681,629
Current assets 134,197 134,197
Creditors less than 1 year (103,672)
(103,672)
Creditors greater than 1 year (3,988,352)
(3,988,352)
----------------------------------------- -----------------------------------------
Net liabilities (276,198)
(276,198)
========================================= =========================================

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Memhay Limited

Company Limited by Guarantee

Notes to the Financial Statements (continued)

Year ended 31 March 2022

24. Related parties

During the year aggregate donations totalling £27,620 were received by the charity from trustees and related parties.

Included in other creditors are amounts due to the following charities/companies whose directors/trustees are also trustees of this charity or closely related to trustees of this charity.

2022 2021
£ £
CSBS Trust 10,000 30,000

Included in other creditors falling due after more than one year are amounts due to the following companies whose directors are also trustees of this charity or closely related to trustees of this charity.

2022 2021
£ £
Ventnor Limited 559,978 556,978
Cartleach Limited 193,500 193,500
Nailsbourne Limited 1,185,000 1,165,000
Sevode Limited 370,396 370,396
Ventnor Management Limited 355,000 330,000
Shulem Ltd 50,000 40,000
Quadrex Ltd 10,000 10,000
Medden Estate Co 10,000 10,000

Also included in other creditors is £370,396 (2021: £370,396) owing to Mr B J Lebrecht the husband of Mrs S Lebrecht.

All the above loans are interest free and repayable on demand.

- 18 -