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2021-03-31-accounts

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

Company No: 688212

CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 MARCH 2021

COHEN ARNOLD CHARTERED ACCOUNTANTS & STATUTORY AUDITOR LONDON NW11 0PU

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

TRUSTEES

Mr B S E Freshwater (Chairman) Mr D Davis Mr S IJ Freshwater Mr R Fischer

SECRETARIES

MrJ S Southgate MrM DE Bale

REGISTERED OFFICE

Freshwater House 158-162 Shaftesbury Avenue LONDON WC2H 8HR

AUDITORS

Cohen Arnold New Burlington House 1075 Finchley Road LONDON NW11 OPU

PRINCIPAL BANKERS

Barclays Bank ple

COMPANY NUMBER

688212

REGISTERED CHARITY NUMBER

313890

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

INDEX TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

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Page
1-6 Trustees’ Report
7-10 Auditors' Report
11 Consolidated Statement of Financial Activities
12 Consolidated Balance Sheet
13 Company Balance Sheet
14 Consolidated Statement of Cash Flows
15 - 35 Notes to the Financial Statements
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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

The Governors, hereafter referred to as Trustees, who are also directors for the purposes of company law, have pleasure in presenting their Annual Report together with the Consolidated Financial Statements of the Company for the year ended 31 March 2021.

REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITY, ITS TRUSTEES AND ADVISORS

The official name of the Charity is The Raphael Freshwater Memorial Association Limited, a Company limited by guarantee. Its company registration number is 688212 and its registered charity number is 313890.

The registered address of the Company is: Freshwater House 158 - 162 Shaftesbury Avenue LONDON WC2H 8HR

The Trustees of the Company who served during the year and who are still in office are: Mr B S E Freshwater (Chairman)

Mr D Davis Mr S I Freshwater MrR Fischer

STRUCTURE, GOVERNANCE AND MANAGEMENT

The day to day affairs of the Company are administered by an Executive Committee, the Chairman of which is Mr BSE Freshwater.

All Trustees give their time voluntarily and no benefits or expenses were paid to them during the year.

New trustees are appointed based on personal competence, specialist skills, availability and knowledge of and contact with institutions professing and teaching the principles of traditional Judaism and the advancement of religion in accordance with the Jewish faith. New trustees are inducted into the workings of the Company by the existing trustees.

As the Charity is a Company limited by guarantee, its governing documents are its Memorandum and Articles of Association.

Group Structure and Relationships

The charity has the following non-charitable operating subsidiaries:-

Bastion Products Limited — a property investment company Brigade Properties Limited — a property investment company Charles Development Company Limited —a share investment company Cherry Orchard Properties Limited — a property investment company Endsleigh Court Services Limited — a property management company ‘ Kayville Properties Limited — a property investment company L KB Investments Limited — a property investment company ; LKB (Endsleigh) Limited — a property investment company Metropolitan Properties Co (Cloisters) Limited — a property investment company Newprop Company Limited — a property investment company

Certain of the Trustees of this Company are also directors of the above companies.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

STRUCTURE, GOVERNANCE AND MANAGEMENT (cont'd)

Related Party Transactions Details of transactions with 'Related Parties' are disclosed in Notes 10, 11, 12, 18, 19 and 22 to the Financial Statements.

OBJECTIVES AND ACTIVITIES

The Company was established to support the activities of religious Jewish organisations recognised as charitable by English Law both in the United Kingdom and abroad, especially those in the field ofeducation and relief of poverty. The Trustees regularly support a significant number of institutions and organisations both in the United Kingdom and abroad which meet the Company’s criteria.

The Company is also supportive of organisations which are solely committed to the relief of poverty. Such organisations assist needy Jewish families through both financial and non-financial grants and distributions.

The Company receives income from its investment properties, cash deposits, fixed asset listed investments and subsidiary and associated undertakings which it utilises in the provision and distribution of grants, donations and loans to organisations that fall within the objectives ofthe Company.

The Trustees confirm that they have referred to the guidance contained in the Charity Commission’s general guidance on public benefit when reviewing the Charitable Company’s aims and objectives and in planning future activities and setting the grant making policy for the year.

TRUSTEES' RESPONSIBILITIES

The Trustees are responsible for preparing the Trustees’ Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Trustees to prepare financial statements for each financial year. Under that law the Trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 Group and Company and the income and expenditure of the Group for that period.

In preparing these financial statements, the governors (trustees) are required to:

The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

AUDITORS

The auditors, Cohen Arnold, are willing to continue in office and a resolution re-appointing them in accordance with Section 485 ofthe Companies Act 2006 and authorising the board to fix their remuneration will be proposed at the Annual General Meeting.

Each of the persons who is a Trustee at the date of approval of this report confirms that:

STRATEGIC REVIEW

The Trustees have prepared a strategic report which includes a review of the Group’s business and future developments, a description of the principal risks and uncertainties facing the Group and key performance indicators.

STRATEGY AND BUSINESS MODEL

The Company invests in investment properties, cash deposits, fixed asset listed investments and subsidiary and associated undertakings to generate income with which it makes grants, donations and loans to charitable organisations and institutions that fall within the objectives of the Company.

ACHIEVEMENTS AND PERFORMANCE

During the year the Company continued its philanthropic activities in support of religious, educational and other Charitable Institutions and the aggregate of donations made was £3,607,000 (2020: £5,822,000). Over 250 institutions and organisations were the recipients of the above donations.

No change in activities is envisaged in the immediate future.

In recent years, the Trustees have continued to support certain major projects which, during previous years, have received substantial financial grants from the Company. At the present time the Trustees have entered into commitments for the financial support of Colleges and Institutions which is anticipated to absorb approximately £1,896,000 comprising Tangible Fixed Assets and other current assets made available by the Company and the provision of financial support over the next five years (Note 16). Funds to meet these commitments have been set aside and are referred to as "Designated Funds" in the Financial Statements.

The financial results ofthe Company and its Subsidiary Undertakings for the year ended 31 March 2021 are fully reflected in the attached Financial Statements together with the Notes thereon.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

ACHIEVEMENTS AND PERFORMANCE (cont’d)

Under the terms of the Will of the late Mrs N G Freshwater, 50 Ordinary Shares in Highdorn Co. Limited (see Note 10e) representing 50% of its issued Share Capital are bequeathed to the Company. The Company acts as custodian in respect of these shares for and on behalf of Regent Charities Limited, a charitable company with Trustees in common with the Company and with similar Charitable Objects. The intent is for those shares to be transferred directly to Regent Charities Limited during the Administration of the Estate which will ensure that the shares under these arrangements are clearly identified and will be transferred correctly to Regent Charities Limited. The bequest has not yet been made but the Trustees understand that the bequest will be honoured in the coming months. These transactions are not recognised in the Financial Statements of the Company and the Group for the year under review as the Company is acting as custodian on behalf of Regent Charities Limited in respect of these shares. The estimated value based upon the net asset value of the 50% shareholding in Highdorn Co. Limited as at 31 March 2021 is approximately £38 million. The net asset value reflects the fair values of Highdorn Co. Limited and Subsidiary Undertakings’ underlying properties held for investment and investment assets.

FINANCIAL REVIEW

Reserves Policy

The Company is required to maintain Reserves in order to ensure that it is in a position to continue its grantmaking activities and cover contingencies of additional calls being made upon the Company for support of organisations or institutions in times of need.

Consequently, the Trustees consider it appropriate to maintain ‘Free Reserves’ (unrestricted funds not committed or invested in Tangible Fixed Assets, Fixed Asset Investments or Loans to Subsidiary Undertakings) at a level which will not impinge on the Company’s ability to support Charitable Institutions.

As at 31 March 2021, the Company has total funds of £121,906,000 (Group: £121,906,000). These funds include £96,775,000 (Group: £99,551,000) which arises from the revaluation ofthe Company’s investments and is not readily available for general purposes. The funds of the Company and Group also include £1,896,000 of Designated Funds set aside for a Special Projects Fund, from which donations are made to various long-term charitable projects. Consequently, the Company has reserves of £23,235,000 (Group: £20,459,000) after making allowances for the Designated Funds and reserves not readily available. These reserves include the Free Reserves of the Company and are considered to be adequate and will be reviewed periodically by the Trustees.

Investment Policy

Under the Memorandum and Articles of Association, the Company has the power to make investments which the Trustees consider appropriate. The Trustees seek investments which, over a medium term, are anticipated to generate a dependable flow of income coupled with capital growth.

The Trustees consider the return on investments, in terms of both income and capital growth, given the challenging market conditions the Company operates within, to be satisfactory.

Grant Making Policy

The Company makes Grants and Donations to Colleges and Institutions for the advancement of religion and education and to Institutions for the relief of poverty in accordance with the Charity’s objectives. The recipient Institutions are based both in the United Kingdom and abroad.

In making Grants and Donations, the Trustees use their personal knowledge of the Institution, its representatives, operational efficiency and reputation. The Trustees monitor the application ofthe Grants and Donations by meeting with representatives of the Institutions and obtaining information as to the utilisation of funds.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

FINANCIAL REVIEW (cont’d)

During the year, the Company made Grants and Donations for the advancement of religion and education of £3,260,000 (2020: £4,774,000) and for the relief of poverty of £347,000 (2020: £1,048,000).

Risk Management

The Trustees have a risk management strategy which comprises an annual review of the principal risks and uncertainties to which the Company is exposed, in particular those to the operations and finances of the Company; the establishment of policies, systems and procedures to mitigate those risks identified in the annual review and the implementation of procedures designed to minimise or manage any potential impact on the Company should those risks materialise.

The principal risks to which the Company is exposed are:

The Company seeks to manage or mitigate such risks wherever possible through such measures as insurance, tenant screening and monitoring, rigorous reviews of acquisition and investment opportunities, external expert advice, monitoring cash and regular monitoring of the economic outlook.

Ultimately, the Trustees are not overly concerned as they can manage the level of donations according to the available reserves taking into account the financial implications of Covid-19 and Brexit. The Trustees are satisfied that no adverse effects regarding property investment, Covid-19 and Brexit would impact the going concern status of the company.

,

Key Performance Indicators (KPIs)

The Trustees monitor the Group’s performance progress against its strategic objectives and the financial performance of its operations on a regular basis. Performance is assessed against the strategy and expectations using financial and non-financial measures. The most significant KPIs used by the Group are as follows:

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||||||||||| |---|---|---|---|---|---|---|---|---|---| |2021|2020| |Grants|and donations|paid|out|£3.6|million|£5.8|million| |Net|rental|income|£1.3|million|£2.1|million| |Dividend|income|£0.5|million|£0.5|million| |Quoted|and|other|investments|at|fair value|£17.3|million|£15.0|million| |Investment property|at|fair value|£117.8|million|£116.4|million|

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PLANS FOR THE FUTURE

The Trustees plan to continue to make distributions in accordance with their grant making policy and ensure that the ability to generate sufficient income is maintained to achieve that end.

FIXED ASSETS

The movements in Fixed Assets are fully reflected in Notes 9 and 10 to the Financial Statements. The Company's investment properties are included in the Balance Sheet at fair value, as fully disclosed in Note 10 to the Financial Statements.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) TRUSTEES' REPORT

FIXED ASSETS (cont’d)

An independent professional revaluation of all the group's properties was carried out at 31 March 2021 by Colliers International Property Advisers UK LLP, RICS Registered Valuers. The valuation figures are based on open market value assessed in accordance with the RICS Valuation - Professional Standards (2014).

On Behalf ofthe Council

Mr B SE Freshwater - Trustee

27 January 2022

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE)

OPINION

We have audited the financial statements of The Raphael Freshwater Memorial Association Limited (the 'charity') for the year ended 31 March 2021 which comprise the Consolidated Statement of Financial Activities, the Consolidated and Parent Company Balance Sheets, the Group Cash Flow Statements and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

However, due to the current macro-economic impact of the Covid-19 pandemic and the higher level of uncertainty observed in the economy, including the uncertainty surrounding Brexit and the associated potential financial costs, we cannot predict all future events or conditions. As subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the company will continue in operation.

OTHER INFORMATION

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE)

OTHER INFORMATION (cont’d)

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the charity and its environment obtained in the course of the audit, we have not identified material misstatements in the trustees' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

RESPONSIBILITIES OF TRUSTEES

As explained more fully in the trustees’ responsibilities statement, the trustees (who are also the directors for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the charity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE)

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

(cont’d)

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE) AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

(cont’d)

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

USE OF OUR REPORT

This report is made solely to the charity's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charity's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity's members as a body, for our audit work, for this report, or for the opinions we have formed.

New Burlington House 1075 Finchley Road LONDON NW11 0PU

BARRY LEIGH (Senior Statutory Auditor) For and on behalf of COHEN ARNOLD Chartered Accountants & Statutory Auditor

VU} SJanuary 2022

Our audit was completed on 2+ January 2022 and our opinion was expressed at that date.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING THE CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MARCH 2021

2021 2020
Unrestricted Funds Unrestricted Funds
Note £7000 £°000 £°000 £7000
Income and Endowments from:
Donations and Grants Received 1,253 1,250
Investments:
Income from Fixed Asset Investments 510 496
Interest Receivable and Similar
Charges
Rents and Charges Receivable		 501
6,830		 8
7,249
Total Income 9,094 9,003
Expenditure on:
Raising Funds:
Property Outgoings (5,543) (5,171)
InterestPayable and Similar Charges 2 (5) (266)
InvestmentManagementCosts (92) (95)
Charitable Activities:
Grants and Donations > (3,607) (5,822)
Payments from Special Projects Fund (740) (431)
Expenditure Relating to Properties
Held forCharitablePurposes (284) (337)
Other:
Governance Costs 4 (25) (60)
Total Expenditure (10,296) (12,182)
NET(EXPENDITURE)/INCOME
BEFORE GAINS
ONINVESTMENTS (1,202) (3,179)
Net Gains on Investments:
Disposal ofInvestment Property 324 906
Valuation ofInvestment Property 10 1,347 780
Valuation ofListed and Other
Investments 10 2,341 (12,450)
4,012 (10,764)
NETINCOME/(EXPENDITURE)
BEFORETAX 5 2,810 (13,943)
Taxation 7 (219) (1,445)
NETINCOME/(OUTGOING) FOR
YEARANDNETMOVEMENTIN
FUNDS 2,591 (15,338)
Reconciliation ofFunds:
Total Funds BroughtForward 119,315 134,703
TOTAL FUNDS CARRIED
FORWARD 121,906 119,315

The notes on pages 15 to 35 form part of these Financial Statements.

11

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2021

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|||||||| |---|---|---|---|---|---|---| |2021|2020| |Note|£7000|£7000|£°000|£°000| |FIXED|ASSETS| |Tangible|Assets|9|826|827| |Investments|10|135,114|131,428| |135,940|132,255| |CURRENT ASSETS| |Debtors|11|16,156|15,635| |Cash|at Bank|and|in|Hand|2,804|3,151| |18,960|18,786| |CREDITORS:|Amounts|falling|due| |within|one|year|iZ|(13,642)|(12,054)| |NET CURRENT ASSETS|5,318|6,732| |TOTAL|ASSETS|LESS|CURRENT| |LIABILITIES|141,258|138,987| |CREDITORS:|Amounts|falling|due| |after more|than|one year|13|(4,474)|(5,010)| |PROVISIONS|14|(14,878)|(14,662)| |TOTAL NET ASSETS|121,906|119,315| |UNRESTRICTED|FUNDS| |Designated|Funds|16|1,896|1,136| |Other|Charitable|Funds|16|56,949|54,205| |Non-Charitable|Funds|16|63,061|63,974| |TOTAL UNRESTRICTED|FUNDS|121,906|119,315|

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The Financial Statements were approved by the Council on 27January 2022 and signed on its behalf by

MR BS E FRESHWATER TRUSTEE

Company Registration Number: 688212

The notes on pages 15 to 35 form part of these Financial Statements.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED LIMITED BY GUARANTEE BALANCE SHEET AS AT 31 MARCH 2021

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|||||||| |---|---|---|---|---|---|---| |2021|2020| |Note|£’000|£7000|£°000|£7000| |FIXED|ASSETS| |Tangible|Assets|9|826|827| |Investments|10|108,602|106,966| |109,428|107,793| |CURRENT ASSETS| |Debtors|11|17,729|17,349| |Cash|at Bank|and|in|Hand|1,781|1,471| |19,510|18,820| |CREDITORS:|Amounts|falling|due| |within|one year|12|(2,558)|(2,288)| |NET CURRENT ASSETS|16,952|16,532| |TOTAL ASSETS|LESS|CURRENT| |LIABILITIES|126,380|124,325| |CREDITORS:|Amounts|falling|due| |after more|than one|year|13|(4,474)|(5,010)| |TOTAL NET ASSETS|121,906|119,315| |UNRESTRICTED|FUNDS| |Designated|Funds|16|1,896|1,136| |Other|Charitable|Funds|16|120,010|118,179| |TOTAL UNRESTRICTED|FUNDS|121,906|119,315|

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The Financial Statements were approved by the Councilon 27 January 2022 and signed on its behalf by

MR BS E FRESHWATER TRUSTEE

Company Registration Number: 688212

The notes on pages 15 to 35 form part of these Financial Statements.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2021

2021 2020
Unrestricted Funds Unrestricted Funds
Note £7000 £000 £°000 £7000
Cash Flows from Operating Activities:
NetCash from Operating Activities 24 (2,234) (5,515)
TaxRecovered (7) 85
NetCash from/(used in) Operating
Activities (2,241) (5,430)
Cash Flows from Investing Activities
Dividends, Interest and Rents from
Investments 1,113 2,650
Proceeds from Sale ofInvestments 324 906
NetCashProvided by Investing
Activities 1,437 3556
Cash Flows from Financing Activities
Repayments ofBorrowing (37) (33)
Interest Paid (5) (23)
NetCash Used in Financing Activities (42) (56)
CHANGE IN CASHAND CASH
EQUIVALENTS INTHEYEAR (846) (1,930)
CASHANDCASHEQUIVALENTS
AT 1 APRIL 2020 3,118 5,291
CHANGE IN CASHANDCASH
EQUIVALENTSDUETO
EXCHANGERATEMOVEMENTS 499 (243)
CASHAND CASHEQUIVALENTS
AT31MARCH2021 25 2,771 3,118

The notes on pages 15 to 35 form part of these Financial Statements.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021

i; ACCOUNTING POLICIES

The charity is 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 158-162 Shaftesbury Avenue, London, WC2H 8HR.

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 Charities Act 2011.

The Consolidated Financial Statements incorporate the results of the company and its subsidiaries for the year ended 31 March 2021. These are adjusted, where appropriate, to conform to group accounting policies.

The following accounting policies have been used consistently in the preparation of the Group's Financial Statements.

The Financial Statements have been prepared under the Historical Cost Convention, as modified by the inclusion of fixed asset investments at fair value. The financial statements are prepared in sterling, which is the functional currency of the entity, and rounded to thousands.

The outbreak of the Covid-19 pandemic in 2020 and the periods of associated lockdown have had a negative impact on the macro economy and the particular market that the company, together with the other members of The Raphael Freshwater Memorial Association Limited group (referred to as "the group"), operate in. The directors have placed a particular focus on the group's going concern assessment and have considered the principal risks to the group. This assessment has considered the various probable outcomes of the pandemic on the group's operations and its future financial performance over the next 12 months, including a severe but plausible decline in revenues, an increase in impairment of rent arrears and a reduction in property values.

Notwithstanding these uncertainties, the directors have concluded that it is appropriate for the financial statements to be prepared in accordance with the accounting principles appropriate to a going concern and that there is no material uncertainty to this position, as the directors have a reasonable expectation that the company has adequate resources under all plausible circumstances to continue in operational existence for the foreseeable future by meeting its liabilities and commitments as they fall due, based on available sources of finance.

Judgements made by the Trustees, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 23.

The Company meets the definition of a public benefit entity under FRS 102.

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THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

  1. ACCOUNTING POLICIES (cont’d)

1.2 GROUP FINANCIAL STATEMENTS A separate Statement of Financial Activities, or Income and Expenditure Account for the Company itself is not presented in accordance with Section 408 of the Companies Act 2006.

The Group Financial Statements incorporate the financial statements of the company and its group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. The Group Financial Statements do not consolidate the results, nor the assets and liabilities of Delbast Corporation as the Trustees are of the opinion that to do so would not reflect a true and fair view in the Financial Statements (see Note 10g). Delbast Corporation and its operations are controlled and carried out in North America by its directors.

1.3. INCOMING RESOURCES This includes income from listed investments and deposits, rentals received from property assets, receipts under Deeds of Covenant from individuals and other grants and donations received by the Group. Non-monetary donations are recognised at fair value when this can be quantified. The abovementioned items are included in the Financial Statements on an accruals basis with the exception of income from listed companies which is included when received.

Rental income from investment property leased out under operating leases is recognised in the profit and loss account on a straight line basis over the period to first break clause. Lease incentives granted to tenants are recognised ona straight line basis over the period to first break clause. Service charge income is recognised as the services are provided.

15 GOVERNANCE COSTS Governance costs include costs of the preparation and audit of financial statements and the cost of any legal advice to Trustees on governance or constitutional matters.

16 © INVESTMENT GAINS AND LOSSES This includes any gains or losses on the sale of investments and any gains or losses resulting from revaluing investments to fair value at the end of the year.

1.7 DEFERRED TAX Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

16

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

iF ACCOUNTING POLICIES (cont’d)

Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

There are no deferred tax provisions for the Company; it is exempt from tax due to its charitable status on the basis all income and gains will be applied solely for qualifying charitable purposes.

1.8 | PROPERTIES HELD FOR USE BY CHARITY These properties are stated at cost. Properties donated to the Company are included at fair value at the date of acquisition. Depreciation of freehold buildings is provided at the rate of 2% per annum ona straight-line basis over the useful economic life of the asset.

1.9 INVESTMENT PROPERTY Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties are recognised initially at cost.

Subsequent to initial recognition

Investment property fair value is based on a valuation by an external, independent valuer, having an appropriate recognised professional qualification and recent experience in the location and class of property being valued. Any gain or loss arising from a change in fair value is recognised in the Statement of Financial Activities (SOFA) and taken to Other Unrestricted Funds.

1.10 DISPOSALS OF PROPERTIES The Group generally holds its properties for the long term in order to generate rental income and capital appreciation although in the right circumstances any property could be available for sale. When an outright sale does occur the resulting surplus based on the excess of sales proceeds over valuation is included within the Group's profit on ordinary activities, and taxation applicable thereto is shown as part of the taxation charge. Disposals are recognised on the date the significant risks and rewards of ownership have been transferred. In addition the Group also 'sells' leasehold extensions when requested by leaseholders. The proceeds of these leasehold extension sales, less directly applicable costs, are also included in profit on disposal of investment properties.

17

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

  1. ACCOUNTING

POLICIES (cont’d)

Shareholdings acquired are initially recorded at cost and subsequently included at Trustees’ best estimate of fair value (in accordance with the SORP 2015) based on the net asset value. The net asset values of the subsidiary undertakings reflect fair values of their underlying properties held for investment; any surplus or deficit on revaluation is recognised in the SOFA and taken to Other Unrestricted Funds.

1.13 OTHER INVESTMENTS Other investments comprise shareholdings in unlisted companies and are initially recorded at cost and subsequently included at Trustees’ best estimate of fair value (in accordance with the SORP 2015); any surplus or deficit on revaluation is recognised in the SOFA and taken to Other Unrestricted Funds.

1.14 FINANCIAL INSTRUMENTS Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all its financial liabilities.

Basicfinancial instruments

Rental and other debtors

Rental and other debtors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate for a similar debt instrument. Rent in advance and other creditors Rent in advance and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate for a similar debt instrument

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the group’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

18

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021

  1. ACCOUNTING POLICIES (cont’d)

  2. 1.15 LIABILITY RECOGNITION

Liabilities are recognised as soon as there is a legal or constructive obligation committing the Charity to pay out resources.

1.16 FOREIGN CURRENCIES Assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the Balance Sheet date. Transactions in foreign currencies are translated into sterling at the average rate of exchange in respect of the month during which the transactions occurred, or where practicable, at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the Net Incoming Resources.

Unrestricted Funds are available for use at the discretion of the Trustees in furtherance of the general objectives of the Charity and in accordance with relevant law.

Designated Funds are Unrestricted Funds, which have been set-aside at the discretion of the Trustees for specific purposes as noted below (Note 1.18).

Non-Charitable Funds are Unrestricted Funds and comprise the net aggregate reserves of the Company’s subsidiaries computed by reference to the accounting policies of the subsidiaries.

Other Unrestricted Funds comprise Other Charitable Funds, representing the accumulated surplus or deficit on income and expenditure account and the excess of fair value over the cost of investments.

Restricted Funds are funds subject to specific restricted conditions imposed by donors. There are no Restricted Funds as at the Balance Sheet date.

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|||||||||| |---|---|---|---|---|---|---|---|---| |2021|2020| |£7000|£7000| |Bank Charges|and|Interest|5|23| |Losses|on Foreign Exchange|-|243| |5|266| |During|the year,|gains|on|foreign|exchange|amounted|to|£499,000.|

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19

‘

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

  1. GRANTS AND DONATIONS PAYABLE

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Grants and Donations Paid

2021 2020
£°000 £°000
3,607 5,822

All Grants and Donations were paid to charitable institutions: £3,260,000 for the advancement of religion and education and £347,000 for the relief of poverty.

The composition of donations is shown below.

£7000
Bobov Cheder Trust 641
Amud Hatzedoka Trust 549
Chibas Yerushalayim Kollel 174
Kahal Chasidim Bobov 133
Chevras Maoz Ladal 103
Bobov Foundation F.O. 65
Mifal Hachesed V'hatzedukah 64
Regent Charities Ltd 60
Mir Yeshiva F.O. 58
Rabinow Divrei Shir Kollel 51
Yesamach Levav Trust 45
Yad Eliezer 43
Shaarei Orah 42
Mifal Tzedoko V’Chesed 40
Beis Medrash Govoha 38
Mercaz Hatorah Belz Machnovka 36
North London Welfare& Educational Foundation 34
Keren Shlomo Trust 34
Care All Limited 33
Rehabilitation Trust 30
Brisk Yeshiva 29
Support The Charity Worker 28
Edupoor Limited 27
Friends ofBeis Chinuch Lebonos 26
Yetiv Lev London Jerusalem Trust 26
Three Pillars Trust 25
Other donations 1,173
3,607

20

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

4, GOVERNANCE COSTS

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2021 2020
£7000 £°000
Auditors’ Remuneration 18 25
Legal andProfessional Fees 6 34
Depreciation l 1
ZS 60
5, NETINCOME/(EXPENDITURE) BEFORETAX
This is stated after charging:
2021 2020
£000 £7000
Depreciation I 1
Auditors’ Remuneration:
Audit Fees 110 108
OtherProfessionalServices 4 21
  1. STAFF COSTS AND EMOLUMENTS No remuneration or other benefits from employment with the Company or a related entity were received by the Trustees or connected parties. No Trustee expenses have been incurred.

The group’s property outgoings include employment costs of £259,290 (2020: £281,965) payable for porterage. The average number of porterage staff employed during the year was 14 (2020: 14).

t TAXATION

Major components of tax expense

Major componentscomponents of tax expensetax expenseexpense
2021 2020
£°000 £7000
Deferred tax:
Origination and reversal oftiming differences 219 (111)
Impactofchange in tax rate - 1,556
Taxation 219 1,445

All tax is recognised in the Consolidated Income and Expenditure Account.

21

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

ie TAXATION (cont’d)

Reconciliation of tax expense

The tax assessed on the net income for the year is higher than the standard rate of corporation tax in the UK of 19% (2020: 19%) by reference to the analysis below.

2021 2020
£7000 £000
Net income before tax 2,810 (13,943)
Net income by rateoftax 534 (2,603)
Incomeexempt from tax (507) 2,664
Expenses notdeductible fortax purposes (1) 10
Timingdifference on unrealised gains 1 (16)
Utilisation oflosses brought forward - -
Effect oftiming differences on GiftAid (5) (169)
Impactonchange in taxrate - 1,556
Other differences 197 3
Taxation 219 1,445

Factors that may affect future tax expense

An increase in the main UK corporation tax rate to 25% (effective from 1 April 2023) was announced in the March 2021 Budget but was not substantively enacted until after the year end, on 24 May 2021. This will increase the Company’s future tax charge accordingly.

The deferred tax liability at 31 March 2021 has been calculated based on the rate of 19% (2020: 19%).

8. NET MOVEMENT IN FUNDS

The Net Movement in Funds of the Company for the year was a surplus of £2,591,000 (2020: deficit of £15,395,000) and has been dealt with in the Statement of Financial Activities of the Company.

pa)

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

a: TANGIBLE FIXED ASSETS

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Group and Company

Group and Company
Property
Held for use
byCharity
£7000
Freehold Properties atCost
At 1 April2020 880
Additions -
At 31 March 2021 880
Depreciation
At April2020
Charge forYear 1
At31 March 2021 54
NetBook Value
At31 March2021 826
At31March2020 827

The Property Held for Use by Charity is stated at historical cost. This includes an amount of £811,000 which represents the cost of land earmarked for the construction of "sheltered accommodation". Part of this property forms the assets representing the Designated Funds in these respects.

10. INVESTMENTS

Long
Freehold Leasehold Listed Other
Group Properties Properties Investments Investments Total
£7000 £7000 £7000 £7000 £7000
FAIRVALUE
At 1 April2020 103,405 13,042 14,978 3 131,428
Transfers - - (14,976) 14,976 -
Revaluation 878 469 - 2,339 3,686
At31March2021 104,283 13,511 z 17,318 135,114

23

  1. INVESTMENTS (cont’d)

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Investments
Long in
Company Freehold
Properties		 Leasehold
Properties		 Listed
Investments		 Subsidiary
Undertakings		 Other
Investments		 Total
£°000 £7000 £7000 £000 £7000 £7000
FAIRVALUE
At 1 April 2020 26,791 1,578 14,620 63,974 3 106,966
Transfers - - (14,618) - 14,618 -
Revaluation 3/2 (107) - (913) 2,284 1,636
At31March2021 27L653 1,471 2 63,061 16,905 108,602

The aggregate professional valuations included in the above table have been reduced by an amount of £684,405 relating to lease incentives included in trade debtors.

The historical cost ofthe Group's Investment Properties at 31 March 2021 is £20,275,000 (2020: £20,275,000). The historical cost of the Company’s Investment Properties at 31 March 2021 is £11,259,000 (2020: £11,259,000).

Valuation techniques and key inputs

The group’s residential apartments and houses (£92 million) were valued using a sales valuation approach, derived from recent comparable transactions in the market, adjusted by applying discounts to reflect status of occupation and condition. The largest discounts were applied to those properties subject to registered tenancies, reflecting the relative difference in security of tenure, whilst the smallest discounts were applied to those properties subject to assured shorthold tenancies.

The group’s commercial units (£26 million) were valued using the income capitalisation method, requiring the application of an appropriate market based yield to net operating income. Adjustments are made to allow for voids when less than five years are left under the current tenancy and to reflect market rent at the point of lease expiry or rent review.

c) The group’s investment, Daejan Holdings PLC was delisted from the Main Market for listed securities of the London Stock Exchange on 11 May 2020 and subsequently changed its name to Daejan Holdings Limited, a private limited company.

24

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021

10. INVESTMENTS (cont’d)

Daejan Holdings Limited has directors in common with the directors of the Company.

The historical cost of the Group's shares in Daejan Holdings Limited is £414,000 (2020: £414,000).

Company Percentage
Number Holding
Directly Held Subsidiaries
Bastion Products Limited 00470283 100
Charles DevelopmentCompany Limited 00563142 100
Cherry Orchard Properties Limited 00990596 100
Endsleigh Court Services Limited 00501255 100
LKB InvestmentsLimited 00631653 100
Metropolitan Properties Co (Cloisters) Limited 00954321 100
NewpropCompanyLimited 00473750 100

25

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

  1. INVESTMENTS (cont’d)
INVESTMENTS (cont’d)
Company Percentage
Number Holding
Indirectly Held Subsidiaries
Brigade Properties Limited 00730498 100
Delbast Corporation (USA) n/a 100
Kayville Properties Limited 00754315 100
LKB (Endsleigh) Limited 09486023 100
Owen Cooper (Properties) Limited 00629014 100
The aggregate amount ofassets, liabilities and fundsofthe subsidiary undertakings are
asfollows:
Capital&
Assets Liabilities Reserves
£7000 £°000 £7000
Bastion Products Limited 5,031 (2,941) 2,090
Brigade Properties Limited 1,966 (440) 1,526
CharlesDevelopmentCompany Limited 617 (67) 550
CherryOrchard Properties Limited 2,098 (1,150) 948
Endsleigh Court Services Limited 725 (20) 705
Kayville Properties Limited 534 (137) 397
LKB
InvestmentsLimited		 80,898 (30,659) 50,239
LKB (Endsleigh) Limited 1,186 (1,435) (249)
Metropolitan Properties Co (Cloisters) Limited 7,331 (3,906) 3,425
NewpropCompany Limited 9,140 (5,835) 3,305
OwenCooper(Properties)Limited 323 (1) 322

26

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

10. INVESTMENTS (cont’d)

A summary of turnover, expenditure and profit or loss for the year is shown below for each operational subsidiary undertaking.

Bastion Brigade Charles
Development		 Cherry
Orchard		 Endsleigh
Court
Products
Limited		 Properties
Limited		 Company
Limited		 Properties
Limited		 Services
Limited
£7000 £°000 £000 £000 £7000
Turnover 199 54 12 46 9
Cost ofsales (127) (9) - (145) (30)
Administrative
expenses (12) (5) (3) (5) (4)
Netvaluation gains on
investment property 83 39 - 252 -
Netvaluation gains on
listed investments - - 56 - -
Profit/(loss) on disposal of
investment property 70 - - - .
Interest receivable
and similar income - - - - -
Interestpayable and
similarcharges (67) (9) - (22) qd)
Profit before tax
Taxation 146 70 65 126 (26)
Profit for financial year 118 57 55 101 (21)
Metropolitan
Kayville
Properties		 LKB
Investments		 LKB
(Endsleigh)		 PropertiesCo
(Cloisters)
Limited Limited Limited Limited Limited
£7000 £°000 £7000 £7000 £7000
Turnover 25 3,784 TS 243 308
Cost ofsales (10) (3,470) (890) (88) (246)
Administrative
expenses (2) (31) (5) (11) (14)
Netvaluation gains on
investment property 30 354 - 30 295
Profiton disposal of
investment property - 254 - . -
Interest receivable and
similar income - - - - -
Interestpayable and
similar charges - (627) - (154) (75)
Profit before tax
Taxation 43 264 (820) 20 268
Profitforfinancialyear 35 218 (663) 17 217

The Group Financial Statements do not consolidate the results, nor the assets and liabilities of Delbast Corporation, as the Trustees are of the opinion that they are not material nor of consequence in the context of the Charity or the Group. Delbast Corporation and its operations are controlled and carried out in North America by its directors.

The Capital and Reserves attributable to Delbast Corporation at its year end of 31 December 2011 (the latest Financial Statements available) are $362,631.

27

  1. DEBTORS

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Group Company
2021 2020 2021 2020
Note £000 £°000 £°000 £000
Amountowed by subsidiary
undertakings lla - - 15,019 14,087
Amounts due from connected
undertakings
Loan debtors (charitablepurposes)		 1lb 11,486
3		 11,096
15		 1,185
3		 1,847
15
Rental debtors 1,192 784 291 84
Otherdebtors 3,475 3,741 1,231 1,316
16,156 15,636 17,729 17,349

All debtors are interest-free and repayable on demand except as disclosed below. a) Amounts due from Subsidiary Undertakings comprise the following:

2021 2020
£°000 £'000
Loan debtors 14,135 13,260
Accrued Joan interest 884 827
15,019 14,087
Loan Debtor Accrued Loan Interest
2021 2020 2021 2020
£7000 £7000 £°000 £7000
Bastion Products Limited 721 721 62 53
Cherry Orchard Properties Limited 216 216 57 57
LKB Investments Limited 10,367 9,787 343 288
Metropolitan Properties Co (Cloisters)
Limited 1,722 1,562 358 365
NewpropCompany Limited 1,001 866 64 64
Brigade Properties Limited 108 108 - -
14,135 13,260 884 827

The L K B Investments Limited loan includes a facility of £5.26 million which bears interest at arate of 5% per annum and is repayable by 29 June 2026. The remaining loans bear interest at 8% per annum and are effectively repayable on demand (see Note 22).

b) Amounts due from Connected Undertakings comprise amounts due from companies, certain directors of which are also directors of companies within this Group. The amounts mainly comprise balances due on property management current account which are interest free and are effectively repayable on demand.

28

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

11. DEBTORS (cont’d)
Group Company
2021 2020 2021 2020
£7000 £7000 £°000 £7000
Freshwater PropertyManagement
Limited 8,454 7,358 - -
Estate ofOM andNG Freshwater 394 394 - -
Highdorn Co. Limited 2,375 3,082 937 1,600
CraigtonCombined Securities - - - -
MayfairCharities Limited 248 247 248 247
Haysgrans Property Co. Limited 15 15 - -
11,486 11,096 1,185 1,847
12. CREDITORS:AMOUNTS FALLINGDUE DUEWITHINONEYEAR
Group Company
2021 2020 2021 2020
£7000 £7000 £7000 £7000
Bank loans& overdrafts 33 33 33 33
Amounts owed to connected
undertakings 12a 8,924 7,202 30 35
Taxation and social security 143 150 143 149
Rent in advance 2,199 2,749 776 776
Other creditors and accruals 2,343 1,920 1,576 1,295
13,642 12,054 2,558 2,288

Amounts owed to Connected Undertakings and Loan Creditors owed to Connected Undertakings comprise amounts due to companies, certain directors of which are also directors of companies within this Group. Except as detailed below, the amounts are due on property management current account, are interest free and are effectively repayable on demand.

12a) AMOUNTS OWED TO CONNECTED UNDERTAKINGS

Group Company
2021 2020 2021 2020
£7000 £7000 £000 £7000
Highdorn Co. Limited 8,881 7,143 ~ =
Freshwater Property Management
Limited 43 59 30 35
8,924 7,202 30 35

29

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

  1. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Group and Company

Group andand Company
2021 2020
£7000 £’000
MortgageAdvance Ay 64
Other Creditors 4,447 4,946
4,474 5,010
Amounts are payable as follows:
In more than oneyear but not more than two years 33 33
In more thantwo years but notmorethan five years 4,441 4,977
In five years ormore - -
4,474 5,010

The Mortgage Advance is secured by a charge over one of the Company’s Investment Properties which is included in the Balance Sheet at an amount of £850,000.

The Mortgage is repayable by monthly instalments terminating in 2022 and bears interest at 1.5% per annum over the Bank’s Base Rate.

  1. PROVISION FOR LIABILITIES

The movement in the deferred taxation provision during the year was:

Investment Listed
Group Property Investments Total
£7000 £7000 £000
At April2020 14,608 54
Chargeduringtheyear 205 11 216
At31March2021 14,813 65 14,878

There are no deferred tax provisions for the company; it is exempt from tax due to its charitable status on the basis all income and gains will be applied solely for qualifying charitable purposes.

  1. OPERATING LEASES

As Lessor

The total future minimum lease payments receivable under non-cancellable operating leases are as follows:

follows:
2021 2020
£7000 £7000
Not laterthan 1 year 2,606 2,812
Laterthan 1 yearand not laterthan 5 years 7,756 7,059
Laterthan 5 years 13,525 14,983
23,887 24,854

30

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

16. UNRESTRICTED INCOME FUNDS

Other Non
Designated Charitable Charitable Total
Group Funds Funds Funds Funds
£°000 £7000 £7000 £7000
Balance at 1 April 2020 1,136 54,205 63,974 119,315
Net income/(expenditure) forthe
Year (740) 4,244 (913) 2,591
Transferbetween funds 1,500 (1,500) - -
Balanceat31March2021 1,896 56,949 63,061 121,906

Other Charitable Funds at 31 March 2021 includes £33,875,000 of unrealised profits which are not available for distribution.

Non Charitable Funds includes £65,676,000 of unrealised profits which are not available for distribution.

Other
Designated Charitable
Company Funds Funds TotalFunds
£000 £7000 £°000
Balance at 1 April 2020 1,136 118,179 119,315
Net income/(expenditure) forthe
year
Transferbetween funds		 (740)
1,500		 33311
(1,500)		 2,591
-
Balanceat31March2021 1,896 120,010 121,906

Other Charitable Funds at 31 March 2021 includes £96,775,000 of unrealised profits which are not available for distribution.

Payments from designated funds aggregating £393,000 (2020: £431,000) were made to charities with trustees in common with the Company.

  1. ANALYSIS OF NET ASSETS BETWEEN FUNDS
Net
Fixed Current LongTerm
Group Assets Assets Liabilities Total
£7000 £°000 £000 £000
Unrestricted Income Funds 135,940 5,318 (18.352) 121,906
TotalFunds 135,940 5,318 (19,352) 121,906

31

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

17. ANALYSIS OF NET ASSETS BETWEEN FUNDS (cont’d)

----- Start of picture text -----
|||||||| |---|---|---|---|---|---|---| |Net| |Fixed|Current|Long Term| |Company|Assets|Assets|Liabilities|Total| |£7000|£7000|£7000|£7000| |Unrestricted|Income|Funds|109,428|16,952|(4,474)|121,906| |Total|Funds|109,428|16,952|(4,474)|121,906|

----- End of picture text -----

  1. CONTINGENT LIABILITIES AND GUARANTEES

The Company has given the following limited guarantees:

(a) £750,000 (2020: £750,000) in respect of bank overdraft facilities provided to Service To The Aged Limited, a charitable company of which some of the Trustees are also Trustees of the Company.

(b) £150,000 (2020: £150,000) in respect of bank overdraft facilities provided to Beth Jacob Grammar School for Girls Limited, a charitable company ofwhich some of the Trustees are also Trustees of the Company.

  1. TRUSTEES' INTERESTS IN CONTRACTS

Included within Property Outgoings are management and administration charges of £32,000 (2020: £36,000) paid to Highdorn Co. Limited and £24,000 (2020: £13,000) paid to Freshwater Property Management Limited charged at normal commercial rates for day-to-day management of the properties held by the Subsidiaries. Both Highdorn Co. Limited and Freshwater Property Management Limited are members of the Freshwater Group of Companies with which this Group is connected. Mr B S E Freshwater is a director of Highdorn Co. Limited and Freshwater Property Management Limited but has no beneficial interest in their share capital.

  1. FINANCIAL INSTRUMENTS

----- Start of picture text -----
||||||||||| |---|---|---|---|---|---|---|---|---|---| |Group|Company| |2021|2020|2021|2020| |£7000|£7000|£7000|£°000| |Financial|assets|measured|at|fair| |value|through|income|and| |expenditure:| |Listed|investments|(see Note|10)|2|14,978|2|14,620| |Other|investments|(see Note|10)|17,318|3|16,905|3| |Investment|in|Subsidiary|Undertakings| |(see Note|10)|-|-|63,061|63,974| |Financial|assets|measured|at| |amortised|cost|(see Note|11)|16,156|15,635|17,729|17,349| |Financial|liabilities|measured|at| |amortised|cost|(see Notes|12|and|13)|18,116|17,064|7,032|7,298|

----- End of picture text -----

a2

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20. FINANCIAL INSTRUMENTS (cont’d)

The income, expense, net gains and losses, including changes in fair value, for financial assets measured at fair value and financial assets and liabilities measured at amortised cost are included within the Statement of Financial Activities.

The fair values ofthe principal investments held at fair value through profit and loss at the balance sheet date are determined by trustees’ valuation.

21. ANALYSIS OF CHANGES IN NET DEBT

At Non-cash At
1 Apr2020 Cash flows movements 31 Mar2021
£000 £7000 £7000 £7000
Cash in hand and atbank 3,151 (347) - 2,804
Debt duewithin one year (33) - - (33)
Debt due afteroneyear (5,010) 37 499 (4,474)
(1,892) (310) 499 (1,703)

Non-cash movements represent exchange rate movements.

  1. RELATED PARTY TRANSACTIONS

In addition to the matters set out elsewhere in these Financial Statements, the following related party transactions should be noted.

The Company received a donation of £1,250,000 (2020: £1,250,000) from Metropolitan Properties Company Limited; certain Trustees of the Company are Directors of the donor company.

The Company received a donation of £2,800 from a family member of one of the Trustees of the Company.

The Company made donations of £60,000 to Regent Charities Limited, a charity with Trustees in common with the company.

The Company had the following interest receivable from subsidiary undertakings:

2021 2020
£°000 £°000
Bastion Products Limited 72 55
Cherry Orchard Properties Limited 22 17
LKB Investments Limited 629 584
Metropolitan Properties Co (Cloisters) Limited 147 115
NewpropCompany Limited 74 69
Brigade Properties Limited 9 9
953 849

33

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

23. ACCOUNTING ESTIMATES AND JUDGEMENTS

(i) Property valuation

The valuation of the group’s property portfolio is inherently subjective, depending on many factors, including the individual nature ofeach property, its location and expected future net rental values, market yields and comparable market transactions (as set out in Note 10). Therefore the valuations are subject to a degree of uncertainty and are made on the basis of assumptions which may not prove to be accurate, particularly in periods of difficult market or economic conditions. As noted in Note 1 above, all the group’s properties are valued by external valuers with appropriate qualifications and experience.

(ii) Unlisted investments valuation

The valuation ofthe group’s unlisted investments is subjective, depending on many factors, including comparator dividend yields and net asset values, assumed rationale of prospective share purchasers, and the deemed impact of entity specific conditions on the aforementioned measures. Significant judgement is also required when selecting comparator companies to be included in the population from which expected yields and discounted net asset values are derived. Therefore, the valuation is subject to a degree of uncertainty and is made on the basis of assumptions which may not prove to be accurate, particularly in periods of difficult market or economic conditions.

(iii) Trade debtors

Management uses details of the age of trade debtors and the status of any disputes together with external evidence of the credit status of the counterparty in making judgements concerning any need to impair the carrying values.

34

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

  1. RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE STATEMENT OF CASH FLOWS

2021 2020
£°000 £7000
Net income/(expenditure) forthe year 2,591 (15,388)
Adjustments for:
Depreciation charges 1 1
Gains/(losses) on investments (4,012) 10,764
Dividends, interest and rents from investments (2,565) (1,444)
Increase/(decrease) in Donations and Designated Fund
Provisions 12 (15)
(Increase)/decrease in debtors (125) (2,380)
Increase/(decrease) in creditors 1,648 1,500
Increase/(decrease) in provisions for liabilities 216 1,447
Netcash used in operating activities (2,234) (5,515)
25. ANALYSIS OFCASHANDCASHEQUIVALENTS
2021 2020
£7000 £7000
Cash atBankand inHand 2,804 3,151
Bank Overdraftand Short-Term BankLoans (33) (33)
Totalcashandcashequivalents 2,771 3,118

35

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED

MANAGEMENT INFORMATION

FOR THE YEAR ENDED 31 MARCH 2021

The following pages do not form part of the statutory financial statements which are the subject of the independent auditor's report on pages 7 to 10.

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE)

INCOME & EXPENDITURE ACCOUNT (STATEMENT OF FINANCIAL ACTIVITIES) FOR THE YEAR ENDED 31 MARCH 2021

2021 2020
£7000 £7000 £7000 £°000
Income and Endowments from:
Donations and Grants Received 2,103 1,500
Investments:
Income from Fixed Asset Investments 498 484
Interest Receivable and Similar
Charges 1,454 857
Rents and Charges Receivable 2,662 2,819
Total Income 6,717 5,660
Expenditure on:
Raising Funds:
Property Outgoings (1,103) (1,613)
Interest Payable and Similar Charges (3) (248)
Charitable Activities:
Grants and Donations (3,607) (5,822)
Payments from Special Projects Fund (740) (431)
Expenditure Relating to Properties
Held forCharitable Purposes (284) (337)
Other:
Governance Costs (25) (60)
Total Expenditure (5,762) (8,511)
NETINCOME/(EXPENDITURE)
BEFORE GAINS
ONINVESTMENTS 955 (2,851)
Net Gains on Investments:
Valuation ofInvestment Property 264 976
Valuation ofListed and Other
Investments 1,372 (13,520)
1,636 (12,544)
NETINCOME/(EXPENDITURE)
FORTHEYEARAND NET
MOVEMENT INFUNDS 2,591 (15,395)
Reconciliation ofFunds:
Total Funds Brought Forward 119,315 134,710
TOTALFUNDS CARRIED
FORWARD 121,906 119,315

THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED (LIMITED BY GUARANTEE)

PROPERTY REVENUE ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2021

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||||||| |---|---|---|---|---|---| |2021|2020| |Unrestricted|Funds|Unrestricted|Funds| |£7000|£7000|£7000|£000| |Rents|and|Other Charges|Receivable|2,662|2,819| |Less:|Property|Outgoings| |Ground Rent Payable|421|321| |General|and|Water Rates|30|77| |Insurance|4]|8| |Repairs and Maintenance|374|809| |Lighting|and|Heating|86|138| |Porterage|and Cleaning|59|70| |Legal and|Professional|Charges|18|89| |Management and|Letting Commission|74|101| |(1,103)|(1,613)| |NET PROPERTY DEFICIT|1559|1,206|

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