THE RAPHAEL FRESHWATER MEMOIIIAL ASSOC.IATION LIMITFI.D Company No: 688212 CONSOLIDATED FINANCIAL s"fAI'LMlI NTS for the year ended 31 MARCH 2024 COHEN ARNOLD CHARTERED ACCOUNTANTS & STATUTORY AUDJTOR LONDON NWI I OPU THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIIVllTED TRUSTEES Mr B S E Freshwater (Chairnian) Mr D Davis Mr S l Freshwater Mr R Fischer SECRETARIES Mr J S Southgate MrMDEBale REGISTERED OFFICE Freshwater House 158-162 Shaftesbury Avenue LONDON WC2H 8HR AUDITORS Cohen Arnold New Burlington House 1075 Finchley Road LONDON NWI I OPU PIUNCIPAL BANKERS Barclays Bank plc COMPANY NUMBER 688212 REGISTERED CHARITY NUMBER 313890 TFIE RAPHALL fRESHWATER MEIWIORIAL ASS'OCIATION LITrIITED INDEI.X TO TI.11 FINANCIAL STATEMENTS FOR THE YEAR F.NDED 31 MARCH 2024 Page Trustees, Report Auditors, Report 10 Consolidated Staternent of Financial Activities Consolidated Balance Sheet 12 Charity Balance Sheet 13 Consolidated Statement of Cash Flows 14-34 Notes to the Financial Statements THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED LIMITED BY GUARANTEE TRUSTFF.S' REPORT Tlie Governors, Iiereaftei. referred to as Ti'iistees, wl)O Are also directors for the purposes of coiiipany law, have pleasure in presentiiig their Anniial Report togetlier with the Coiisolidated Financial Statements of the Ch￿'Ity for tlie year ended 31 March 2024. REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITY, ITS TRUSTEES AIND ADVISORS Tlie oificial name of the Cliarity is The Rapliael Freshwater memoi.ial Association Limited, a Company limited by guarantee. Its compaiiy i-egistration iiiimber is 688212 and its registered charity number is 313890. The registered address of the Charity is: Fresliwater House 158 - 162 Sliaftesbury Aveiiue LONDON WC2H 8HR Tlie Trustses of tlie Charity who served during tlie year aiid wlio are still iii office are: Mr B S E Freshwater (Cliaimian) Mr D Davis Mr S I Freshwater Mr R Fischer STRUCTURE, GOVERNANCE AND MANAGEIVIENT Tlie day to day affairs of tlie Charity are administered by ali Executive Coinmittee, the Chairman of which is Mr BSE Freshwater. All Trustees give tlieir time voluiitarily and no benefits or expenses were paid to them during tlie year. New trustees are appointed based on personal coinpeteiice, specialist skills, availability and knowledge of and contact with institutions professing and teachiiig the pi'inciples of traditional Jiidaism and the advancement of religion in accordance wit]] tl)e Jewisli faitli. New tI￿SteeS are inducied into tlie workings of the Charity by the existing trustees. As tbe Charity is a charity liinited by gu21-2iitee, its (Foverniiig documents are its Memorandum and Articles of Association. Group Structure and Relationshlps Tlie charity l]as the following non-charitable operatiiig subsidiaries:_ Bastioii Products Limited- a property investnieiit coinpany Brigade Properties Litnited- a pro￿rtY investinent cotnpany Charles Developinent Company Limited - a share investmeiit company Cherry Orchard Properties Liinited - a Property investmeiit company Delbast Corporalion - a liolding compaiiy of a 201 shareliolding in a property investmeiit Cosnpany Endsleigh Couit Services Limited - a property management company Kayville Properties Limiled - a property investmeiit company L K B Investments LiiT]ited- a property investment company LKB (Endsleigh) Liinited - a property iiivestinent company Metropolitaii Pi'operties Co (Cloisters) Lini ited- a property iiivestment company Newprop Compaiiy Liiiiited - a property iiivestmeiit company Certain of the Trustees of tliis Cliai'ity are also dii-ectors of ilie above compaiiies. THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED LIMI'fED BY GUARANTEE TRUSTIES, REPORT STRUCTURE, COVERNANCE AND mANAGE1￿￿￿T (cont'd) Related Party Transactions Details of transactioiis witli 'Related Parties, are disclosed in Notes l O, 11, 12, 18, 19 aiid 22 to the FinrAiicial Staten]eiits. OBJEcfIvES AND ACTIVITIES The Cliarity was cstablished to support tlie activities of religious Jewisli organisations recognised as charitable by English Law both in tlie Uiiited Kiiigdoin and abroad, especially those iii the field of ediication and relief of poverty. The Tn]stees regularly siipport a significant number of iiistitutions and organisations both in the Uiiited Kingdom and abroad wliich meet tlie Charity's criteria. Tlie Charity is also supportive of organisations which are solely coinmitted to the relief of tK>verty. Sucli organisations assisl needy Jewish fainilies throiigh both fiiiaiicial aiid noJ)-financial grants and distributions. The Charity receives iiicome fi-oin its invesbiieiit Propertie4 cash deposit4 fixed asset listed investmeiits and siibsidiary and associated undertakings whicli it utilises in tlie provision and distributioii of granls, donations and loans to organisatioiis that fall within the objectives of the Charity- The Trustees confirni tliat they liave re[e￿¢d to the guidance contained in Éhe Cliarity Commission's general guidance oil public benefit wlieii reviewiiig tlie Charity's aims and objectives aiid in planniiig fututE activities and setting the gra]it makiiig policy for tlie year. TRUSTEES, RESPONSIBILITIES The Trustees are respoiisible for preparing the Trustees, Report and tlie Financial Statemeiits in accordance with applicable law aiid regulatioi)s. Coinpany law requires tlie Trustees to prepare finaiicial statemeiits for eacli financial year. Under tliat law the Trustees liave elected to prepare the fiiiancial stateinents in accordaiice with United Kingdom GeneralSy Accepted Accoiiiitiiig Practice (Uiiited Kingdom Accouiitiiig Standards and applicable law). Under company law tlie TNstees must not approve the finanLial statemeiits unless they are satisfied tliat they give a true and fair view of tlie state of affairs of tlie Group and Charity aiid tlie income a]Jd expenditure of the Group for that ￿riod. Iii preparing these financial statcments, the governors (trustees) ale reqiiired to= select suitable accountiiig policies and then apply them coiisistently. observe the metliods and priiiciples in the Charities SORP- make judgements and accounting estilTJates tliat ￿-e reasonable and prudent- ￿]d prepare the financial statements on tlie going concern basis unless it is inappropriate to PTesuine that the Charity will continlie in operatioji. The Trustees are responsible for keeping adequate accountiiig records that are suificient to show and explain the Charity's transactions and disclose witli reasoiiable acciiracy at any time tlie finaiicial positioii of the Charity and enable tliem to ensure that the fiiiancial statemeiits comply with tlie Companies Act 2006. Tliey are also responsible for safegliard iiig tlie assets of the Charity aiid lience for taking reasoiiable steps foi. the Prevention and detection of fraud aiid otliei. irre(YLilarities. THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED LIMITED BY GUARANTEE TRUSTEES, REPORT AUDITORS Tlie aiiditors, Colien Amold, al'e willing to contiiiiie in office and a resollltion re-appointing thein in accordance witli Sectioii 485 of tlie Coinpaiiies Act 2006 and aLltliorisiiig tlie board to fix tlieir remuner2tion will be proposed at tlie Annual Geiieral Meeting. Eacli of the ￿rS0]iS who is a Trustee at the date of approval of tliis repoil confinns tliat: so far as each Trustee is aware, there is no relevant audit information of which tlie Cliarity's auditor is unaware" and eacli Tnjstee has taken all steps that they ouglit to liave taken as a TTU5tee to make d]emself aware of any relevant audit infotmation and to establish that the Charity's auditor is aware ofthat infonnation. STRATEGIC REVIEW The Trustees have prepared a strategic ff port which iiicliides a review of the Group's business and fuh]re developments, a description of the principal Tisks and uncertaiiities facing the Group aiid key performance indicators. STII4TEGY AND BUSINESS MODEL The Charity invests in investment properties, casli deposits, fixed asset listed investments and subsidiary and associated undertakings to generate iiicome with wliicli it makes graiit5, doiiations aiid loans to charitable organisations and institutioiis that fall witliin tlie objectives of the Cliarity- ACHIEVEMEINTS AIND PERFORMANCE During tlie year the Charity continued its pliilanthropic activities iii support of religious, educational and other Cliaritable Institutioiis and tlie aggregate of donatioiis inade was £4,754,000 (2023: £5,351,000). Over 300 institutions and organisations were the recipieiits of the above donations. No cliange in activities is envisaged in the immediate future. lil recent years, the Trustees liave coiitinued to support certaiT) major projects which, during previous years, have received substantial fiiiancial gra&)ts from the Charity. At tlie preseiit tiine the Trustees have entered into commitmeiits for the fiiiancial support of colleges and instiftitions whicli is anticipated to absorb approximately £3,800,000 coinprising Tangible Fixed Assets aiid otl)er current assets made available by the ChaTity and the piDvision of fiiiancial support ovei. tlie next five years (Note 17)- Funds to Ineet tliese commitments have been set aside and 21"e refe￿ed to as Designated Fuiids" iii the Financial Statements. Tlie fillar￿la1 results of ilie Charity and its Siibsidiary Undertakings for the year ended 31 March 2024 are fully reflected in tlie attached Financial Statements togetlier willi tlie Notes thereon. THf RAPHAEL FRESHWATER Mf.MORIAL ASSOCIATION LIMITED LIIW]ITI::D BY CUARANI"EE TRUSTEES, REPORT FINANCIAL REVIEW Reserves Policy Tlie Cliarity is reqLiired to Inaiiitain Rese￿eS in order to ensiire that il is in a position to continue Its grant- makiiig activities and cover contingencies of additional calls being Inade upon the Cliarity for supwrt of oi'gaiiisations oi. iiistitutioiis in tiines of need. Consequeiitly, tlie Trustees Coiisider it appi-opi-iate to inaiiitaiii 'Free Reserves, (iinrestricted funds not cominitted or invested in Tajigible Fixed Assets, Fixed Asset Iiivestinents or Loans to Subsidiary Undertakiiigs) at a level which will T)Ot iiiipiiige on tlie Charity's ability to support Charitable Institutioiis. As at 31 Marcli 2024, the Cliarity lias total funds of £102,901,000 (Groiip- £102,900,000). Tliese funds include £81,109,000 (Group- £79,591,000) whicli arises from the revaluation of the Cliarity's iiivestments aiid As not readily available for general purposes. The funds ofthe Charity and Group also include £3,800,000 of Designated Funds set aside for a SpEcial Projects Fuiid, fi-om wliicli donations are made to various loiig- tem] charitable projects. Conseqiiently, the Charity has reserves of £17,992,000 (Group: £19,509,000) after making allowances for the Designated Fuiids and Irserves iiot readily available. These reserves include the FIEe Rese￿eS of tlie Charity and are coiisidered to be adequate a]id will be reviewed periodically by the Trustees. Investment Policy Uiider tlie MemO￿ndum and Articles of Association, the Cliarity li&$ the power to make investments which the Trustees consider appropriate. The Trustees seek iiivestments which, over a mediuin term, are anticipated to generate a de[￿ndable flow of income coupled with capital gro￿11). The Trustees consider the return on investments, in tenns of botli income and capital groMII, (Tiven the challenging maiket conditions tl)e Charity OFerales witliin, to be satisfactory. Grant Making Policy The Charity makes Grants and Donations to Col leges aiid Iiistitutions for the advancement of religion and education aiid to Institutions for the relief of poveity in accordance with the Cliarity's objectives. The recipient Institutions are b&sed both in the United Kingdoim aiid abroad. Iii Illakiiig Grants and Donations, the Trustees use tlieir peisonal knowledge of the Institutioii, ils represeiitatives, operational efficiency and replltatioii. The Trustees moiiilor the application of tlie Grants and Donations by meeting with representatives of tlie Institutioiis and obtainiiig infomiatioii as to tlie utilisation of ￿nds. Diiriiig tlie curreiit aiid prior year, tlie Grants and Donations Inade by the Charity were for the advancement of relj(yion and educatioii and for tlie relief of poverty. Risk Management Tlie Trustees have a risk maiiageinei)t strateoy whicli comprises an aniiual review of tlie principal risks aiid uncertainties to whicli tlie Charity is exposed, in particular tliose lo tlie operations aiid finances of tlie Charity. tlie establishment of policies, systelns aiid pi'ocedures to Initigate those risks ideiitified in tlie aniiual review aiid the implementation of procedures desigiied to minimise or Inaiiage aiiy potential impact on Ilie Cliarity shoiild those risks inaterialise. Tlie priiicipal I'isks to which the Cliarity is exposed are: Liabilities arisiiig from property iiiveslineiil aclivity Teiiai)t defaults Damage to property froin flood: fil'e or terroi'ist aclioii Planiiiiig Coiistl'LlCtioii aiid letting risk in relatioii to redev¢lopiment activity Tlie availability of liqiiid funds lo make grants and doi)ations Tlie econom ic cycle geiierally Tlie macroecoiioiT)ic eiiviroiiiiieiit THE RAPHAEL FIIE.8HWATER MEMORIAL ASSOCIATION LIMITED LIMITf.D BY GUAR,INTEE TRUSTEES, REPORT FINANCIAL REVIEW {cont'd) The Charity seeks to manage or Initigate sucli risks wlierever wssible througli sucli nieasures as insurance, teiiant screeiiiiig aiid moiiltoriiig, rigorous reviews of acqiiisition and investment opportunities, external expert advice, moiiitoring cash aiid iegular monitoring of tlie ecoiiomic outlook. Ultiinately, the Trustees are not overly concerned as tliey can manage the level of doiiations according to tlie available reserves, taking into account the financial implicalioiis of tlie economic climate. The Trustees are satisfied that no adverse effects regarding property investment would impact the going concem status of the Cliai-ity- Key Performance Indicators (KPIS) Tlie Trustees monitor tlie Group's perfonnaiice prooress agaiiist its strategic objectives and the financial performance of its operdtions on a regular basis. Performance is assessed against the strategy and expectations using financial and iion-fiiiancial In¢a5ures. Tlie Inost significant KPIS used by tlie Group are as follows- 2024 2023 Graiits aiid donations paid out Net reiital income Dividend income Quoted and other investments Investment property at fair value PLANS FOR THE FUTURE The Trustees plaii to continue to make distributions iii accordance witli their grai)t inaking policy and ensure that tlie ability to generate SLifficient income is maintained to acliieve that eiid. FIXED ASSETS £4.8 million £5.4 million £3.4 mil l ion £2.0 million £0.6 millioii £0.5 million £17.] Inillion £16.9 million £108.7 million £l10.9 million Tlie movemeiits in Fixed Assets are fully reflected iii Notes 9 aiid l O to the Financial Statements. Tlie Charity's investment Properties are included in the Balance Sheet at fail. vallie, as fully disclosed in Note l O to tlie Financial Statcmejits. An independent professional revaluation of all the Group's properties was ca]Tied out at 31 March 2024 by Colliers Intematioiial Property Advisers UK LLP, RICS Registered Valuers. The valuation figures are based on oper) market value assessed iii accordaiice witli tlie RICS Valualion Ciirrent Global Standards (incorporating the International Valuation Standards). On Behalf of the Council Mr JI S E Freshwater- Trus ee 17 Jaiiuary 2025 INDEPENDENT AUDITORS, REPORT TO THI,: MEMBf.RS OF THF. IIAPFIAEL FRESHWATF.R MEMORIAL ASSOCIATION LIMITED LIMI"fED BY GUARAN-fEE OPINION We have audited tlie fiiiancial stateineiits of Tlie Rapliael Freshwater Meniorial Associatioii LiiT) ited (the 'cliarity') for tlie year ended 31 March 2024 wliicli compi'is¢ the Consolidated Stateineiit of Fiiiancial Activities, tlie Coiisolidated and Parent Cliarity Balance Slieets, tlie Group Casli Flow Statemeiits and the related notes, incllidino a suininaiy of significaiit accountiiig policies. Tlie fiiiaiicial repoi'ting frainewoi-k that has been applied in tlieii. pi-eparatioji is applicable law and Uiiited Kin(pdoin Accounting Staiidards, includiiig FRS 102 Tlie Finaiicial Reportiiig Staiidard applicable iii tlie UK aiid Republic of Ireland (Uiiited Kingdom Generally Accepted Accouiiting Practice). lii our opinion the financial stateinents: give a true and fair view of the slate of tl)e Group's and Parent Charity's affairs as at 31 Marcli 2024 aiid of tlie Group's incoming resources aiid applicatioii of resoiirces, iiicluding its income and expenditure, for tlie year theii ended. have been properly prepared in accordance with United Kingdoin Geiierally Accepted Accounting Practice. have been prepared in accordance with the requirements of tlie Coinpan ies Act 2006. BASIS FOR OPINION We conducted our audit in accordance with International Standards oli Auditing (UK) (ISAS (UK)) and applicable law. Our respoiisibilities under those standards are furtlier described in the auditor's responsibilities for the audit of tlie financial stateinents section of OLir report. We are indepei)dent of the charity in accordance with the eihical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'S Etliical Standard, 21Id we l)ave fulfilled our otlier ethical responsibilities in accordance with these requireinents. We believe that tlie audit evidence we Iiave obtained is sufficient ai)d appropriate to provide a basis for our opinioi). CONCLUSIONS RELATING TO GOING CONCERN In auditiiig the financial statements, we have concluded iliat tlie trustees, use of tlie going coiicern basis of accounting iii the preparation of the fiiiancial stateinents is appropriate. Based on tlie work we have performed, we have not identified aiiy inaterial uiicertaiiities relating to eveiits OT conditions that, individually or collectively, Inay cast significant doubt oil tlie cliarity's ability to continue as a going concerii for a period of at leasl twelve months froiTJ wheii the finaiicial statemeiits are authorised for issue. Our I'esponsibilitles and the respoiisibilities of the trustees with respect to going coiicem are described in the relevaiit sections of this report. OTHER INFORMATIOIN Tlie other iiiforination comprises the inforniation iiicliided iii ihe aiiiilial report, otlier tlian the fiiiancial statemeiits aiid our auditor's report thereoii. The trustees al-e respoiisible foi- tlie other information. Our opiiiion on tlie financial stateinents does Iiot covei. the otlier inforinatioii aiid, except to tlie extent otherwise explicitly stated iii our report, we do iiot express aiiy forin of assurance coiiclusioii thereon. INDEPENDENT AUDITORS, RIPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED LIMITED BY GUARANTEE OTHER INFORMATION (cont'd) In coiiiiection witli our aLidit of tlie finaiicial statenieiits, oiir respoiisibility is to read tlie otlier information and, iii doino so, coiisider wliether tlie othei- iiiformation is iiiaterially iiiconsisteiit witli Ihe fiiiaiicial statemeiits oi- our kiiowledoe obtaiiied in the aLidit or otlierwise appears to be Inaterially misstated. Jf we identify SLicli iiiaterial iiicoiisisteiicies or apparent Inatei'ial Inisstatenients, we are reqiiired to determine wlietlier tliere is a material m isstatement in tlie fiiiai)cial slateineiits or a Inaterial misstaleinent of tlie othei. inforination. If, based on tlie work we have pei'forined, we coiicllide tliat tliere is a Inatei-ial misstatement of tliis other inforination, we are required to report tliat fact. We Iiave iiothing to i'eport in this regard. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opiiiion, based on the work undertakeii in tjie coui-se of tlie audit: tlie iiifnnnati()n Ipiven in tlie triistees, report fnr the fiiiaiicial yeai. for wliicli tlie fiiiancial 8tatement are prepai'ed is consisteiit witli tlie financial stateiTJents- aiid the trustees, report has been prepared iii accordance witli appl icable legal requiremeiits. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEvfioN In tlie ligl)t of the knowledge and understandiiig of the chai'ity and its eiivironinent obtained in the course of the audit, we liave not identified material misstateineiits in tlie trustees, report. We have nothing to report in respect of the following inatters iii relation to which tlie Companies Act 2006 Itquires us to report to you if, iii our opiJ)ion: adequate accounting records have not been kept, or returiis adequate for our audit have not beeii received from branclies not visited by us- 01. tlie finaiicial statements are iiot in agreement witli the accouiiting records aiid returns. or certain disclosures of trustees, remiineratioii specified by law are not made; or we have Iiot received all the inforniation and explaiiatioiis we I'equire for oiir alid it. RESPONSIBILITIES OF TRUSTEES As explained inore fiilly in the trustees, I'esponsibilities statemeiit, tlie triistees (wlio are also the directoi's for tlie Plirposes of company law) are respoiisible for tlie preparation of tlie fiiiancial statemeiits and for beii)g satisfied that they give a true and fair view, and for sucli iiiteriial control as the trustees deterinine is necessary to enable the preparation of fiiiaiicial slateineiits tliat al'e free fi'oiii material misstatemeiit, whetlier due to fraud or error. In preparing the financial stateinents, tl)e trustees are respoiisible for assessin47 tlie cliarity's ability to continiie as a goiiig concern, disclosiiig, as applicable, Inatteis related to goino coiicern aiid using tlie goiiio coiicerii basis of accounting unless tl)e trustees eiiliei. iiitend to liqiiidate the charity or to cease opei'ations, or liave iio realistic alteniative but to do so. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Oui. objectives are to obtain reasonable assiirance abolit wlietliei. the fiiiancial slatements as a whole are fl'ee froin IT)aterial misstatemeiit, wlietliei. diie lo fi'aud 01- ei'i'or, and to issue an auditor's report that inclLides oiir opiiiioii. Reasoiiable assurance is 2 Iiigli level of assui'aiice: but is iiot a auai-aiitee that ali aiidit condLlCted iii accordance witli ISAS (UK) wi I l always detect a Inaterial misstateineiit wlien it exists. Misstateineiils cali arise froin fi-aud or error aiid al'e coiisidered Inatei-ial if: iiidividlially or in tl)e ￿re￿at¢, iliey coiild reasoiiably be expected to infllieiice Il)e ecoiioin ic decisioiis of users taken oli tlie basis of tliese financial stateinents. INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF THE RAPHAEL FRESHWATER MFMORIAL ASSOCIATION LIMITED LIMITED BY GUARANTEE AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (eont'd) Irreoiilai-ities, includino fraiid, are instances of noii-coinpliaiice with laws aiid regiilations. We design proceduiES 11) line witli our responsibilities, outliiied above, to detect material n]isstateineiits in respcct of irregularities, including fraud. The exteiit lo wliicl) oui. procedures are capable of detectiiig irregularities, includiiig fraiid is detailed below- We obtaiiied an understaiidiiig of the legal and regulatory frameworks that are applicable to the group tliroiiTrh discussion with tlie directors aiid senior inanaoement and identified fiiiaiicial reporting (yislation as beino most significaiit to tliese finaiicial legislation, landlord legislation and charity le. staten]eiits. We coiniTJunicated these identified fraineworks ainongst our audit team and ren]aincd alert to any indications of non-compliance throughout tlie audit. We eiisured that the engageineiit team had si.1fficient competence and capability to identifv or recoRnise iion-coinpliance witli the laws and reoulations. We discussed with the directors and senior managenieiit tlie policies and procedures regarding coinpliance with these l¢gal and regulatory frameworks. We assessed the susceptibility of the group's finaiicial stateinents to Inaterial Inisstatemeiit due to iion-compliance witli legal and regulatory fraineworks, incliiding how fraud might occur, by enquiry with the directors and senior management dliring the planning aiid finalisation pliases stages of our aLidit and by using proprietary disclosure checklists. The susceptibility to siich material misstatement was determined to be low. Based on tliis understanding, we designed our aiidit procediires to ideiitify non-coinpliance with the identified legal and regulatory frameworks, whieli were part of our pi'ocediires on tlie related financial stateiTbent items. Owiiig to the inherent limitations of an audit, there is ali unavoidable risk tliat we Inay not liave detected soine inaterial misstatements in tlie financial stateinents, eveii tliougli we liave properly planned and performed oui. audit iii accordaiice witli auditing staiidards. For example, tlie fiirtlier reinoved non- coinpliaiice witli laws and regulations (irregularities) is from tlie eveiits and transactions reflected in tlie fiiiaiicial statemeiits, the less likely the iiiliereiitly liinited pi'ocedures required by aLiditiiig standards would identify it. In addition, as wilh any audit, there remaiiied a hiolier risk of iioii-detection of irreoularities, as these may iiivolve collusioii, foTgery, intentioiial omissioiis, In isrepresenlations, oi. tlie override of intenial controls. We are iiot Itsponsible for preventiiig iion-coinpliaiice and cannot be expected to detect non-compliance with all laws aiid regiilations. As part of ali audit in accoTdance with ISAS (UK), we exercise professional judgfflent and maintain professional scepticism throughout the audit. We also= I dentify and assess the risks of material misstatement of the fiiiancial statemeiits, wliether due to fraud or ei'ror. desigii aiid perform audit Procedures responsive to those i-isks. and obtsiii audit evideiice that is sufficient aiid appropriate to provide a basis for our opiiiioii. The risk of not detecting a material misstatemeiit resulting froin fraiid is lii(ylier tliaii for one i-esulting from erroi-, as fraud Inay iiivolve collusioii, forgery, intentioiial omissions, ITJ isrepreseiitations, or ilie overi-ide of iiiteriial onti-ol. Obtain ali Liiiderstaiiding of internal control relevaiit to tlie aiidit iii order to desigii audit procedures tliat are appropi-iate iii the circiiinstaiices, bLII not for tlie piii-pose of ¢xpressiii(y ali opinion oii tlie effectiveness of tlie interiial conti-ol. INDEPENDENT AUDITORS, IIFPORT TO THE MEI i}'IIIERS OF THf RAPIqAfL FRES14WATf.R fvIEMURI.4L ASSOCIATION LIllilI'fLI) LIMITID BY GIJAIiANTEE AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (cont'd) Evaluate tlie appropriateness of accounting policies used aiid the tEasonableiiess of accountiiig estimates and related d isclosiires Inade by tlie trustees. Conclude 011 tlie appropi-iateness of tlie trustees, iise of the ooing concern basis of accounting and, based oli the audit evidence obtained, whether a material uncertainty exists related io cveiits or coiiditions that may cast significant doubt on tlie cliarity's ability to coiitiiiiie as a goiiitr concern. If we coiiclude ihat a material uiicertainty exists, we are required to draw attention iii our auditor'5 report to the related disclosures in the fjnancial statements or, if siich disclosui-es al-e inadequate, to n]odify our opinion. Our conclusions are based on ihe audit evideiice obtliined up to tlie date of our auditor's repoit. However, future events or conditions may cause tlie charity to cease to coiitiiiue as a going concerii. Evaluate tlie overall presentation, structure and content of the finaiicial statements, including the disclosures, aiid wlietlier tlie financial statements represent the uiiderlying traiisactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial inforiTyalion of th¢ entities or busiiiess activitie5 Wlthiii tlie group to express an opiiiion on tlie consolidated financial stateiJJents. We are responsible for the directioii, supervisioii and performaii¢e of tlie group audit. We reffiaiii solely responsible for our audit opinion. We commiiiiicate with those charged with goveriiance regardiiig, among other Inatters, tlie planned scope and timing of the audit and significant audit findiiigs, including aiiy significaiit deficieiicies in iiiteriial coiitrol that we ideiitify during our audit. USE OF OUR REPORT This report is made solely to the cliarity's members, &$ a body, iii accordance witli Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been uiidertaken so tliat we Iniglit state to the cliarity's members those matters we are required to state to tliem in an auditor's report and for no other purpose. To the fullest extent periTJitted by law, we do not accept or assume responsibility to aiiyoiie otlier than tlie charity and the Lhaiity's metnbers as a body, for our audit work, for this report, or for the opinions we have formed. BARRY LEIGH (Senior Statutory Aiiditor) For aiid on behalf of COHEN ARNOLD Cliartei-ed AccoLllltants & Statulory Auditor New Burliiigton House 1075 Fincliley Road LONDON NWI I OPU 2? Jaiiuary 2025 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIE4 S INCORPOIiATIING THE CON,%OLIDATED INCOME AND E.XI)LNDITURE ACCOUNT FOR THE I'EAR r.NDEJ) 31 MARCH 2024 2024 Unrestricted Funds £'ooo £'ooo 2023 Unrestricted Funds £'ooo £'ooo Note Income and Endowments from: Donations and Gi-ants Received Investinents: Incoine froni Fixed Asset Iiivestlnents Interest Receivable and Similar Jncome Rents and Charges Receivable Share of Profit of Associate 1,253 1,357 561 130 8,670 543 7,598 747 Total Income 10,614 10,249 Expenditure on: Raisino Funds.. Property Outgoinos Interest Payable aiid Similar Charges Investment Management Costs Share of Loss of Associate Charitable Activities.. Grants and Donations Payments from Special Projects Fund Expenditure Relating to Properties Held for Charitable Purposes Other: Governance Costs (5,313) (10) (102) (585) (5,347) (315) (90) (4,754) (1,122) (5,351) (618) (39) (110) (57) (49) Total Expenditure NET EXPENDITURE BEFORE GAINSI{LOSSES) ON INVESTMENTS (11,982) (11,880) (1,368) (1,631) Net Gains/(Losses) on Investments: Disposal of Investment Property Valuation of Investment Property Valuation of Listed and Other IT]vestments 393 (2,730) 175 (7,195) 709 (6,083) (1,628) (2,996) 66 (13,103) (14,734) 743 NET EXPENDITURE BEFORE TAX Taxation NET OUTGOING FOR YEAR AND NET MOVEMENT IN FUNDS (2,930) (13,991) Reconciliation of Funds: Total Funds Broiight Forward TOTAL FUNDS CARRIED FORWARD 105,830 119,821 102,900 105,830 The notes on paoes 14 to 34 form part of these Fiiiancial Stateinents. THE RAPHAEL FRESHWATER MEMORIAL ASSOCJATION LIMITED C.nNS()LIDATED RA_I.A_NCF..SHEET AS AT 31 M_.A_R.C.H 2024 2024 2023 Iyote £'ooo £'ooo £'ooo £'ooo FIXED ASSETS Tangible Assets Investmeiits 981 125,774 126,755 823 127,831 128,654 10 CURRENT ASSETS Debiors Cash at Bank and in Hand 11 23,389 2,548 19,414 4,131 25,937 23,545 CREDITORS: Amounts falling due within one year NEI T CURREI NT ASSETS 12 (27,036) (23,436) (1,099) 109 TOTAL ASSETS LESS CURRENT LIABILITIES 125,656 128,763 CREDITORS: Amounts falling due after more than one year PROVISIONS 13 (4,857) (17,899) 102,900 (4,969) (17,964) 105,830 14 TOTAL NET ASSETS UNREI STRICTED FUNDS Designated Funds Other Charitable Funds Non-charitable Funds 16 16 16 3,800 41,310 57,790 1,569 46,702 57,559 TOTAL UNRESTRICTED FUNDS 102,900 105,830 The Financial Statements were approved by the Council on l? January 2025 and sioned on its behalf by MR B S E FRESHWATER TRUSTEE Coinpany Registration Number: 688212 The notes oli pages 14 to 34 foi-ln part of these Financial Statements. THE RAPHAEL FRESHWATER MF.M()RIAL ASSOCIATION LIMITED LIMII'LI D Bl,. C; UARAIYTfi.r. BALANCE SHEET AS AT 31 MARCH 2024 2024 2023 Note £'ooo £'ooo £'ooo £'ooo FIXED ASSETS Tanoible Assets Investments 981 95,752 96,733 823 97.039 10 97,862 CURRENT ASSETS Debtors Cash at Bank and in Hand 11 13,097 2,458 12,503 3,365 15,555 15,868 CREDITORS: Amounts fallino due within one year NET CURRENT ASSETS 12 (4,530) (2,930) 11,025 12.938 TOTAL ASSETS LESS CURRENT LIABILITIES 107,758 110,800 CREDITORS: Amounts fall ing due after more than one year TOTAL NET ASSETS 13 (4,857) 102,901 (4,969) 105,831 UNRESTRICTED FUNDS Designated Funds Other Chai-itable Funds 16 16 3,800 99,101 1,569 104,262 TOTAL UNRESTRICTED FUNDS 102,901 105,831 The Financial Statements were approved by the Council on z7 January 2025 and si(Tned on its behalf by MR B S E FRESHWATER TRUSTEE Company Registration Number: 688212 The notes on pa(yes 14 to 34 forni part of these Financial Stateinents. 12 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YF._A_R ENDED 31 MARCH ?1.)24 2024 Unrestricted Fun ds £'ooo £'ooo 2023 Unrestricted Funds £'ooo £'ooo Note Cash Flows from Operating Activities: Net Cash used in Operating Aclivilies Tax Recovered 24 (3,354) 79 (6,652) (59) Net Cash used in Operating ActTrvities Cash Flows from Investing Activities Dividends, Interest aiid Reiits from Investments Purchase of Tangible Assets Proceeds from Sale of Investii]ents Purchase of Investii]ents (3,275) (6,711) 1,917 (159) 393 (548) 1,970 175 (3.087) Net Cash froml(used in) Investing Activities 1,603 (942) Cash Flows from Financing Activities Interest Paid (10) (8) Net Cash Used in Financing Activities CHANCE IN CASH AND CASH EQUIVALENTS IN THE YEAR CASH AND CASH EQUIVALEIYTS AT I APIUL 2023 (10) (8) (1,682) (7,661) 4,131 12,099 CHAINGE IN CASH AND CASH EQUIVALENTS DUE TO EXCHANGE II4TE MOVEMENTS 99 (307) CASH AND CASH EQUIVALENTS AT 31 MARCH 2024 25 2,548 4,131 The notes on pafjes 14 to 34 form pail of these Financial Statements. THE RAPHAEL FRESHWATER MIMORIAL ASSOCIATION LIIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 ACCOUNTING POLICIES The charity is a pi-ivate company limited by ouaraiitee, reoistei'ed in En(yland and Wales and a i'egistered charity in England and Wales. The address of tlie registered office is 158-162 ShaftesbLiry Avenue, London, WC2H 8HR. These financial stateinents 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 Stateinents incorporate the results of the Cliarity and its siibsidiaries for the year ended 31 March 2024. 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. BASIS OF ACCOUNTING The Financial Statements have been prepared under the Historical Cost Convention, as Inodified 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 roLinded to thousands. The Trustees have concluded that it is appropriate for the financial statements to be prepai.ed in accordance with the accounting principles appropriate to a going concern and that there is no material uiiceitainty to this position, as the Trustees have a reasonable expectation that the Charity has adequate resources under all plausible circuinstances 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. Judoements Inade 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 matei'ial adjustment in the next year are discussed in Note 23. The Charity meets the definition of a public benefit entity under FRS 102. GROUP FINANCIAL STATEMENTS A separate Statement of Financial Activities, or Incotne and Expenditure Account for the Charily itself is not presented in accordance with Section 408 of the Companies Act 2006. The Gi'oup Financial Statemenls incorporate the financial stateiments of the Charity and its group undertakings including Delbast Coi-poration (see Note Iofj. These are adjusted: where appropriate, to conforin to Group accountino policies and UK Generally Accepted Accounting Practice. 14 THE RAPHAF.L FRESHWATER Trl IE4 TrlnRIAL ASSOCIATION I,TM_ITF.D N()TF.S TO THE FINANC.I.A_L.%TATF.MENTS F()R THE YEAR ENDF.D 31 MARCH 2024 ACCOUNTING POLICIES (cont'd) PROPERTY OUTGOINGS The costs of repairs al-e recoonised in the profit and loss account in the year in which they are incurred. Lease payiTyents under operating leases al-e recoonised in the profit and loss account on a strai(yht line basis over the term of the lease. GOVERNANCE COSTS Governance cosls incliide costs of the preparation and audit of financial statements and the cost of any legal advice to TrLlSt¢es on governance or constitutional matters. INVESTMENT GAINS AND LOSSES This includes any gains or losses on the sale of investments and any gains or losses resulting from revaluing investrnents to fair value at the end of the year. DEFERRED TAX Deferred tax is pi'ovided on timino differences which ai-ise from the inclusion of income and expenses in tax assessiments in periods different from those in which they are recognised in the financial statements. The following tiining 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 retainiiig the tax allowances have been met. Deferred tax is not reco(ynised on perinanent 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 greatei- or smaller than the corresponding incoine or expense. Deferred tax is providcd iii respect of the additional tax that will be paid or avoided on differences between the amoiint at which an asset (other than goodwill) or liability is recognised in a business Lombination and the corresponding ainount 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 ditTerence, Lisino tax rates enacted or substantively enacted at the balance sheet date. Unrelieved tax losses and other deferred tax assets are recognised only to the exterjt tliat it is pi-obable that they will be Fecov¢i"¢d against the reversal of deferr¢d tax liabilities or other future taxable profits. There are no defei'red tax provisioiis for the Charity. it is exempt from tax due to its chai-ilable status on the basis all income and gains will be applied solely for qualifying charitable piirposes. PROPERTIES HELD FOR USE BY CHARITY These propei-ties are stated at cosl. Properties donated to the Charity are included at fair value at the date of acquisition. Depreciation of freehold buildings is provided at the rate of 20/0 per annuin on a strai (Fht_l ine basis over the usefii l econom ic life of the asset. THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THF. FINANCIAL STATEMENT.S FOR THE YF.AR ENDED 31 MARCH 21124 ACCOUNTING POLICIES (cont'd) INVESTMENT PROPERTY Investmcr]t properties are pi'operties which al'e held either to earn i-ental ijicome or for capital appreciatioii oi. for both. Investineni properties are recocvnised initially at cost. Subsequent to in itial i-ecognition Investinent pi-operties are held (It lair value. Any gains or losses arising from changes in the fair value are i-ecognised in the profit and loss account in the period that they artse. and No depreciation is provided ITJ respect of investinent properties applyin(F the fair value model. Investment propei-ty fail. value is based on a valuation by an external, independcnt valuer, having an appropriate reco(Jnised pi'ofessional qualification and recent experience in the location and class of property being valiied. Any (Tain or loss arising from a chanoe in fair value is recognised in the Stateiment of Financial Activities (SOFA) and taken to Other Unrestricted Funds. I. I O DISPOSALS OF PROPERTIES The Group generally holds its properties for the long term in order to generate rental incoine and capital appirciation although in ihe 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. I. I I LISTED INVESTMENTS Shareholdings acq uired al-e initially recorded at cost and subsequently included at fair value (in accordance with the SORP 2015). any surplLiS or deficit on revaluation is recognised in the SOFA and taken to Other Unreslricted Funds. 1.12 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS Shareholding5 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. Tlie net asset values of the subsidiary undertakings reflect fair values of their underlying properties held for investment. any SLlI-plus or deficit on revaluation is recoi¥ni5ed in the SOFA and taken to Other Unrestricted F unds. 1.13 INVESTMENTS JN ASSOCIATES Investinents in associates have been incorporated in the consolidated financial statemcnts under the equity inethod whei.eby the investment is initially recognised at cost and the carryiiig ainount is increased or decreased to recoanise the share of the profit or loss of the associate after the date of acqLliSition. The shal-e of the associate's pi'ofit or loss after tax is recoonised in tlie consolidated SOFA. 16 THE 11A1)HAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEI AR ENDED 31 MARCH 2024 ACCOUNTING POLICIES (cont'd) 1.14 OTHER INVESTMENTS Other investinents compi-ise shareholdinus 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 surpliis or deficit on revaluation is recognised in the SOFA and taken to Other Unresti'icted Funds. 1.15 FINANCIAL INSTRUMENTS Financial liabilities and equity instruments are classified accordintr to the substance of the conti'actual arran¢Jements entered iiito. An equity instrument is any contract that evidences a residijal inte.re.st in the. assets of the entity after deducting all its financial liabi lities. Bosicfinancial instrunienls Rental and other debiors Rental and other deblors are recoonised initially at transaction price pliis attributable transaction costs. SLibseqiient to initial recofjnition they are measured at amoitised cost usino the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example if payinent is deferred beyond iioi'inal business terms, then it is measured at the present value of futiire payments discounted at a market rate for a similar debt instrument. ReF71 in advap7ce and oiher creditors Rent in advance and other credilors are recooijised initially at transaction price less attributable transaction costs. Subsequent to iiiitial recoonition tliey are measured at amortised cost using the effective interest method. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond nonnal business terins, then it is measured at the preseT]t value of future payinents discounted at a market rate for a similar debt instrument. Cash and cash equivalenls Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and forin an integral part of the Group's cash manageiment are included as a component of cash and cash equivalents for the purpose only of the cash flow stateinent. 1.16 LIABILITY RECOGNITION Liabilities are recognised as soon as there is a legal or constructive obl joation coinmitting the Charity to pay oiit resources. 1.17 FOREIGN CURRENCIES Assets and liabilities denominated in foreign currencies are translated into sterlinfv at rates of exchange ruling at the Balance Sheet date. Transactions in foreign currencies are Iranslated into sterlino at the avei'age rate of exchan(Fe in respect of the month durin(y which ihe ti?nsactions occurred, or where practicable, at the rate rulino on the date of the transaction. Exchan(Te differences are takeii into accoLint in arriving at the Net Incoinel(Expenditure) Before Tax. 17 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 ACCOUNTING POLICIES (cont'd) 1.18 FUND ACCOUNTING Unrestricted Funds are available for use at the discretion of the Trustees in fLlrtherance of tlie oeneral objectives of the Charity and in accordance with relevant law. Designated Funds are Unrestricted Funds, wh3ch have been set-aside at the discretion of the Trustees for specific purposes as noted below (Note 1.19). Non-charitable Funds are Unrestricted Funds and comprise the net atsoregate reserves of the Charity's subsidiaries computed by reference to the accounting policies of the subsidiaries. Other lJnreqtricted Fiinds cnmprise. ()the.r c.haritable Funds, re,presentino the acciimulated sU￿lUS or deficit on income and expenditui'e account and the excess of fair valiie over the cost of investinents. Restricted Funds are funds subject to specific restricted conditions iinposed by donors. There are no Restricted Funds as al the Balance Sheet date. 1.19 DESIGNATED FUNDS The Charity has committed itself to various lono_term charitable projects and transfers are made to Desifjnated Funds in accordance with anticipated expenditure in respect of each individual project. IIYTEREST PAYABLE 2024 £'ooo 2023 £'ooo Bank Char(res and Interest Losses on Foreign ExchancTe 10 307 10 315 THE RAI)HAF.I. FRF..SHWATER MEMnR.I.A_L ASSOCIATION T,TM_ITF.D NnTF.8 TO THE FITrIANCI.A_I, STATEMENTS FnR THE YEAR ENDED 31 MARCH 2024 GRANTS AND DONATIONS PAYABL 2024 £'ooo 2023 £'ooo Grants and Donations Paid 4,754 5,351 All Grants and Donatiorjs were paid to charitable institutions for the advancement of relioion and education and for the relief of poverty. The composition of donations is shown below. £'ooo Beth Jacob Grammar School For Girls Limited BC Trust Gittei. Foundation Chevras Mo'oz Ladol Amud Hatzedoka Trust Kollel Rabinow (Divre Shir) FoLindation Shir Chesed Bels Yisroel Yesamach Levav Trust Reoent Charities Liinited Sassov Bels Hamderash New Rachmistrivke Synagogue Trust Friends of Be'er Miriam Slabodka Yesliiva Trust Ahavat Shalom Charity Fund WST Charity Limited Friends of Bobov North London Welfare & Educational Foundation Talmud Torah Tiferes Shlome Trust Rehabilitation Trust Marbeh Torah Trust Yad Eliezer Trust Keren Shlomo Trust Lehachzikom UK Other donations 1,751 627 250 112 87 74 68 60 60 57 45 36 36 36 34 34 31 31 30 30 29 28 28 1,180 4,754 GOVERNANCE COSTS 2024 £'ooo 2023 £'ooo Auditors, Reinuneration Leoal and Professional Fees Depi'eciatioii 45 38 57 49 THE RAPHAEL FRESHWATER MEMORIAL ASSOCJATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 NET INCOME/(EXPENDITURE) BEFORE TAX Th is is stated after char(yino: 2024 £'ooo 2023 £'ooo Depreciation Auditors, Remuneration". Audit Fees Other Professional Services 138 120 STAFF CO.8TS ANT) F,MnT,IJMF.NTS No I'emuneration or other benefits from employment with the Charity or a related entity were received by the Trustees or connected parties. No Trustee expenses have been incurred. The G￿>up'S property outgoings include employinent costs of £230,380 (2023: £186,265) payable for poiterage. The average number of porterage staff employed during the year was 9 (2023: 9). TAXATION Major components of tax expense 2024 £'ooo 2023 £'ooo Deferred tax: Origination and i'eversal of timing differences Taxation (66) (66) (743) (743) All tax is recognised in the Consolidated Iiicome and Expenditure Account. Reconciliation of tax expense The tax assessed on the net income for the year is hiaher than the standai-d rate of coi-poi'ation tax in the UK of 25 % (2023: 190/0) by reference to the analysis below. 2024 2023 £'ooo £'ooo Net incoine befoi-e tax (2,996) (14,734) (749) (2,799) 787 2,343 215 26 (i) (210) (310) (120) (2) (6) (66) Net income by rate of tax Income cxempt from tax Expenses not deductible for tax puiyoses Timin(F diffei-ence on unrealised gains Util isation of losses bi'ouolit forward Land remediatioii i'elief Other differences 17 Taxation (743) 20 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATF.MF,NT8 FOR THE YF.AR ENDED 31 MAR.C.H 2024 TAXATION (cont'd) Factors that may affeL't future tax expense The deferred tax liability at 31 March 2024 has been calculated based on the rate of 250/0 (2023: 25%). NET MOVEMENT IN FUNDS The Net Movement in Funds of the Charity for the year was a deficit of £2,930,000 (2023: deficit of £13,990,000) and has been dealt with in the Statement of Financial Activities of the Charity. TANGIBLE FIXED ASSETS Group and Charity Property Held for use by Charity £'ooo Freehold Properties at Cost At l April 2023 Additions 880 159 At 31 March 2024 1,039 Depreciation At l April 2023 Charoe for Year 57 At 31 March 2024 58 Net Book Value At 31 March 2024 981 At 31 March 2023 823 The Property Held for Use by Charity is stated at historical cost. This includes an ainount of £971,000 which represents the cost of land earmarked for the construction of 'sheltei'ed accoinmodation Part of this property forms the assets representin(y the Designated Funds in these respects. 21 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 10. IIYVESTMENTS Long Leasehold Properties £'ooo Freehold Properties £'ooo Listed Investments Other Investments in Associates Rnveslments £'ooo £'ooo £'ooo Group Total £'ooo FAIR VALUE At l April 2023 Additions Revaluation 98,060 297 (2,432) 95,925 12,828 252 (299) 12,781 4,770 12,171 127,831 549 937 (2,606) 13,108 125,774 (812) 3,958 At 31 March 2024 Investments in Listed Subsidiary Olher Investments Undertakings Investments £'ooo £'ooo £'ooo Long Leasehold Properties £'ooo Freehold Properties £'ooo Charity Total £'ooo FAIR VALUE At l April 2023 Additions Revaluation 26,650 15 (2,422) 24,243 946 57,560 11,881 97,039 15 914 (1,302) 12,795 95,752 (25) 921 231 At 31 March 2024 57,791 All Investments, subject to the comments below, are stated at fair value as at 31 March 2024. b) An independent professional revaluation of all the Gi'oup's properties was carried out at 31 March 2024 by Colliers International Property Advisers UK LLP, RICS Registered Valuers. The valuation figures are based or] open market value assessed in accordance with the RICS Valuation Current Global Standai'ds (incorporating the International Valuation Standards). The historical cost of the Group's Investinent Properties at 31 March 2024 is £23,910,000 (2023.. £23,362:000). The histoi-ical cost of the Charity's Investment Properties at 31 March 2024 is £14,074,000 (2023." £14,059,000). Valuation techniques and key inputs The Group s residential apartments and houses (£89 million) were valued using a sales valuation approach, dei-ived froin recent coinparable ti-ansactions in the Inarket, adjusted by applying discounts to reflect status of occupation and condition. The largest discounts were applied to tliose properties siibject to registered tenancies, reflectino the relative difference in security of ienure, whilst ihe smallest discounts were applied to those properties subject to assured shorthold tenancies. The Groiip's cominercial Iinits (£20 In il lion) wei'e valiied using the incoine capitalisation method, I'eqiiiring the appl icatioii of an appropriate market based yield to net operatin(y incoii]e. AdjLlStrneiits are Inade to allow foi- voids when less than five years are left under the current tenancy and to reflect Inai'ket l-ent at the poiiit of lease expiry or rent review. 22 THE RAPHAF,L FRESHWATER MEMnRJAL ASSOCIATION I,IM_ITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR EI NDF,D 31 MARCH 2024 10. INVESTMENTS (cont'd) Other Investments principally comprise shaits in Daejan Group Holdintss Liinited, valued by the Trustees using a combined discounted net asset and dividend yield approach. Daejan Group Holdings Liinited has directors in common with the Trustees of the Charity. The historical cost of the Group's shares in Daejan Group Holdinos Limited is £414,000 (2023: £414,000). The historical cost of the Charity's sha￿S in Daejan Group Holdinos Limited is £405,000 (2023: £405,000). The value of the Investinents in Subsidiary Undertakings has been estimated by the Trustees based on the underlying value of assets less liabilities of the Subsidiary Undertakings. The historical cost of the Investments in Subsidiary Undertakings is £161,657 (2023: £161,657), The Charity holds directly and indirectly the undermentioned proportion of the issued share capital in the following Companies, all of which ai"e incorporated in Great Britain and registered in Enoland & Wales and whose registered address is at Freshwater House, 158 - 162 Shaftesbury Avenue. London WC2H 8HR (unless otherwise indicated) and have certain directors in common with the Charity. Company Percentage Number Holding d) Di I'ecil Fleld Siibsid iai'ies Bastion Products Limited 00470283 Charles Developrnent Company Limited 00563142 Cherry Orchard Properties Limited 00990596 Endslei(yh Court Services Limited 00501255 L K B Investments Limited 00631653 Metropolitan Properties Co (Cloisters) Limited 00954321 Newprop Company Limited 00473750 100 100 100 100 100 100 100 Company Percentage Number Holding Indirectl Fleld SLibsidiai-ies Brigade Properties Liinited Delbast Corporation (USA) Kayville Properties Limited LKB (Endslei(rli) Lim ited Owen Cooper (Pi-operties) Liinited 00730498 ii/a 00754315 09486023 00629014 100 100 100 100 100 23 THE RAPI.IAF,L FRESHWATER ￿qEm_()RIAL ASSOCIATION I,TMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR EI NDF,D 31 MARCH 2024 10. INVESTMENTS (cont'd) The a(yui-egate amount of assets, liabilities and funds of the subsidiary undertakings are as follows.. Capital & Reserves £'ooo 1,793 1,547 488 957 699 393 41,869 (381) 2,951 2,810 322 Assets £'ooo 5,212 2,019 551 2.207 699 530 80,795 Liabilities £'ooo (3,419) (472) (63) (1,250) Bastion Products Limited Brigade Properties Liinited Charles Development Company Limited Cherry Orchard Properties Limited Endsleioh Court Services Limited Kayville Properties Limited L K B Investments Liinited LKB (Endsleigh) Limited Metropolitan Properties Co (Cloisters) Limited Newprop Coimpany Liinited Owen Cooper (Properties) Limited (137) (38,926) (381) (5,154) (5,886) (i) 8,105 8,696 323 24 THE IUPHAEI L F￿sHwATER MEMOIUAL ASSOCIATION LIMITLD NOTES TO THE FINANCJAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 10. INVESTMENTS (cont'd) A summary of turnover, expenditure and profit or loss foi. the year is shown below for each operational subsidiary iindertakino Chqrles Development Company Limited £'ooo Cherry Orchard Properties Limited £'ooo 118 (72) Bgstion Products Lijnrted £'ooo 428 (506) Brigade Properties Limited £'ooo Turnover Cost of sales Administrative expenses Net valuation gains 1 {losses) on investment property Net valuation gains on other inve5tmeiits Profit on disposal of investment property Interest receivable and similar income Interest payable and similar charge5 Profit I (loss) before tax Taxation Profit l (loss) for financial year 55 (6) 13 (15) (5) (2) 15) {87) (18) 22 83 150) (147) 37 9} 41 {101 117) 33 15) {1 10) 31 28 12 Metropolitan Pi'operties Co (Cloisters) Limited £'uoo 283 1177) Kayville Properties Limited LKB New)rop Cornpahy Limited £'ooo 431 1279) Investments Limited £'ooo 4,326 (3,079) £'ooo Turnover Cosi of sales Administrative expenses Nel valuation gains I (losses) on investment property Profit on disposal of investment property Interest receivable and similar income Interest payable and simi5ar Charges Profit l (loss) befor¢ tax Taxation Profil l (lossl for financial year (17) {3) (41) (14) (17) 26 1186) {24) 246 64 1391) 1,091 16) 1861 1180) 45 155) 127 119) 1.085 1135) 108 25 THE RAPFIAF.T, FRF..SHWATER MEMORI.A_L AS.SOCIATION I,IMITED NOTES TO THE FINANCIAL STATF.MENTS FOR THE YEAR ENDED 31 MAIICH 2024 10. INVESTMENTS (cont'd) The Charity's indirect siibsidiary, Delbast Corporation, owiis a 20 % interest in Metro- Bastion Associates, a property investment coinpany. Both entities are controlled and their operations carried out in the USA by their directors. The registered office address of both Delbast Cowration and Metro-Bastion Associates is 1651 Coney Island Avenue, Brooklyn, NY 11230, USA. A suminary of the Charity's share of the Net Assets of Metro-Bastion Associates can be found b¢low. Group 2024 £'ooo 2023 £'ooo At l April 2023 Share of (loss)Iprofit of associate Foreign currency translation At 31 March 2024 4,770 (585) (227) 3,958 4,023 270 477 4,770 11. DEBTORS Group 2024 £'ooo Charity 2024 £'ooo 2023 £'ooo 2023 £'ooo Note Amount owed by subsidiary undertakings Amounts due frorn connected undertakings Loan debtors (charitable purposes) Rental debtors Other debtors 9,419 9,419 Ilb 16,109 107 5,325 1,848 23,389 14,136 87 3,596 1,595 789 87 1,500 708 107 2,854 701 19,414 13.097 12,503 All debtors are interest-free and repayable on demand except as disclosed below. 26 THE RAPHAF.i. fREI SFIWATER MEMORIAL ASSOCIATION LIMITED NOTES TO TI4E FINANCIAL STA"fEMf.NTS FOR THE YEAR ENDED 31 MARCH 2024 11. DEBTORS (cont'd) Amounts owed by subsidiary undertakings comprise the followiiig: 2024 £'ooo 2023 £'ooo Loan debtors 9,419 9,419 9,419 9,419 Loan Debtor 2024 2023 £'ooo £'ooo Bastion Products Limited Brioade Properties Limited Cherry Orchard Properties Limited L K B Investments Limited Metropolitan Properties Co (Cloisters) Liinited Newprop Coinpany Limited 618 108 216 6,717 1,079 681 618 108 216 6,717 1,079 681 9,419 9,419 The L K B Investments Limited loan includes a facility of £4.94 million which bears interest at a rate of 50/0 per annum and is repayable by 29 June 2026. The remaining loans bear interest at 80/0 per annum and are effectively repayable on demand (see Note 22). Amounts due from connected undertakinos 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. b) Group Charity 2024 £'ooo 2023 £'ooo 2024 £'ooo 2023 £'ooo Freshwater Property Management Limited Estate of OM and NG Freshwater Highdoi'n Co. Limited 14,199 390 1,520 11,954 390 1,792 14,136 16 789 16.109 16 789 27 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO TIIE FINANCIAL STATEMENTS roR THE YEAR ENDEI D 31 MARCH 2024 12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Group Charity 2024 £'ooo 2023 £'ooo 2024 £'ooo 2023 £'ooo Amounts owed to connected undertakings Taxation and social security Rent in advance Other creditors and accruals 12a 20,834 169 2,425 3,608 17,786 90 2,680 2,880 680 169 914 2,767 4.530 90 1,053 1,785 2,930 27,036 23,436 Amounts 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. Amounts owed to connected undertakings comprise the following: Group Charity 2024 £'ooo 565 115 2024 £'ooo 2023 £'ooo 17,784 2023 £'ooo Hiohdom Co. Limited Mayfair Charities Limited 20,719 115 20,834 17,786 680 13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR Group and Charity 2024 £'ooo 2023 £'ooo Other creditors 4,857 4,857 4,969 4,969 Included within creditors: amounts fallin(v due after more than one year is aT] amount of £nil (2023: £4,969,000) in respect of liabilities not repayable by instalments which fall due for payment after more than five years from the reporting date. These creditors relate to a loan repayable by October 2028 which is interest-fi'ee. 28 THE RAPFIAF.L FRESHWATER ￿￿EM_()RIAL ASSOCIATJON T,IMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDFD 31 MARCH 2024 14. PROVISION FOR LIABILITIES The movement in the deferred taxation provision during the yeai" was: Investment Listed Property Investments £'OOD £'ooo Group Total £'ooo At l April 2023 Charge during the year At 31 March 2024 17,910 (71) 17,839 54 17,964 (65) 60 17,899 There are no deferred tax provisions for the Charity. it is exeinpt froin tax due to its charitable status on the basis all income and gains will be applied solely for qualifyino charitable purposes. OPEIL4TING LEASES 15. As Lessor The total future minimum lease payments receivable under non-cancellable operating leases are as follows: 2024 2023 £'ooo £'ooo Not later than l year Later thali l year and not later than 5 years Latel- than 5 years 3,682 7,696 10,181 21,559 3,189 8,228 11,592 23,009 16. UIYRESTRICTED INCOME FUNDS Oth cr Non Designatcd Charitable Charitable Funds Funds Funds £'ooo £'ooo £'ooo Total Funds £'ooo Group Balance at l Api'il 2023 Net incomel(expenditure) for the year Transfers 1,569 46,702 57,559 105,830 (1,122) 3,353 (2,039) (3,353) 41,310 231 (2,930) Balance at 31 March 2024 3,800 57,790 102,900 29 THF, RAPHAF.I. FRESH_WATER MEMnRI.A_I._ASSOCIATION T,YM_ITF:D NOTES TO THF. FINANCIAL STATF.MF.NTS FOR THE YF.AR ENDED 31 MARCH 2024 16. UNRESTRICTED INCOME FUNDS (cont'd) Other Designated Charitable Funds Funds £'ooo £'ooo Charity Total Fundfj £yooo Balance at l April 2023 Net incoine/{expenditure) for the year Transfers 1,569 104,262 105,831 (1,122) 3,353 (1,808) (3,353) 99,IL)I (2,930) Balance at 31 March 2024 3,800 102,9UJ 17. ANALYSIS OF NET ASSETS BETWEEN FUNDS Net Current Long Term Liabilities Liabilities £'ooo £'ooo Fixed Assets £'ooo Group Total £'ooo Unrestricted Income Funds 126,755 126,755 (1,099) (22,756) (1,099) (22,756) 102,900 Total Funds 102,900 Net Current Long Term Assets Liabilities £'ooo £'ooo Fixed Assets £'ooo Charity Total £'ooo Unrestricted Income Funds 96,733 96,733 11,025 (4,857) (4,857) 102,901 Total Fiinds 11,025 102,901 18. CONTINGENT LIABILITIES AND GUARANTEES The Charity has given the following limited guarantees: (a) £750,000 (2023.. £750,000) in respect of bank ovei"draft facilities provided to Service To The Aoed Limited, a charitable company of which soine of the trustees al'e also Trustees of the Charity. (b) £300,000 (2023: £150,000) in respect of bank overdraft facilities provided to Beili Jacob Grammar School for Girls Limited, a charitable company of which some of the trustees are also Trustees of tlie Charity. 30 THE RAPHAEL FRESHWATER MEMORIAL ASSI)CIATION LIMITf.D NOTI4 S TO THE FINANCIAL STATEMENTS FOR THE YEAR EI NDED 31 MARCH 2024 19. TRUSTEES, INTERESTS IN CONTRACTS Included within Propety Outooings are manageinent and administration charges of £1 1,000 (2023: £67,000) paid to Hiohdorn Co. Limited and £185,000 (2023: £33,000) 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 Mana(rement 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 Manaoement Limited but has no beneficial interest in their share capital. 20. FINANCIAL INSTRUMEIYTS Group Charity 2023 £'ooo 2024 £'o 2023 £'ooo 2024 £'ooo Financial assets measured at fair value through income and expenditure: Listed investments (see Note 10) Other investments (see Note 10) Investment in associates (see Note 10) Investment in subsidiary undertakinos (see Note l O) 13,J08 3.958 12,171 4,770 12,795 11,881 57,791 57,560 The income, expense, net gains and losses, including changes in fair value, for fmancial 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 of tlie principal investments held at fair value throu￿ income and expendilure at the balance sheet date are deteRTnined by trustees, valuation. 21. ANALYSIS OF CHANGES IN NET DEBT At Non-cash At l Apr 2023 Cash flows movements 31 Mar 2024 £'ooo £'ooo £:000 £'ooo 4,131 (1,583) 2,548 (4,969) (4,857) Cash in hand and at bank Debt due after one year (838) (1,583) 112 (2,309) Non-cash movements represent exchanoe rate movemenls. THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 22. RELATED PARTY TRANSACTIONS In addition to the matters set out elsewhere in these Financial Stateinents, the following related party transactions should be noted. The Charity I'eceived donations of £1,250,000 (2023: £1,250,000) and £nil (2023: £100,000) from Metropolitan Properties Coimpany Limited and Daejan Holdings Limited I'espectively. certain Trustees of the Charity are directors of the donor coinpanies. The Charity received donations of £nil (2023: 5,540) from fainily members of certain of the Trustees of the Charity. The Charity received dividends a￿(Tregating £548,186 (2023.. £529,914) from Daejan Group Holdings Limited, a company of which certain Tnistees of the Charity are directors. The Charity had the following interest receivable from subsidiary undertakings: 2024 £'ooo 2023 £'ooo Bastion Products Liinited Brioade Properties Limited Cherry Orchard Properties Limited L K B Investments LiiYJited Metropolitan Properties Co (Cloisters) Limited Newprop Company Limiled 49 49 17 391 86 54 389 86 604 606 Grants and Donations made by the Charity include the following amounts which were donated to charitable companies, the tnistees of which are Trustees of the Charity. 2024 £?000 2023 £'ooo Beth Jacob Grnmmar School for Girls Limited Regent Charities Limited Sassov Bels Hamedrash The Union of Orthodox Hebrew Congregations Zichron Chaim Limited 1,751 60 56 2,161 235 120 22 32 THE RAPHAEL FRESHWATER MEMOIUAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 23. ACCOUNTING ESTIMATES AND JUDGEMENTS (i) Property valuation The valuation of the Group's property portfolio is inlierently subjective, depending on many factors, including the individual nature of each property, its location and expected future net rental values, market yields and comparable market transactions (as set out in Note l O). 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 l above, all the Group's properties are valued by external valuers with appropriate qual ifications and experience. (i i) Unlisted investments valuation The valuation of the Group's unlisted investments is subjective, depending on many factors including compardtor dividend yields and net asset values, assumed rationale of prospective share pui'chaser& and the deeined 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 noi prove to be accurate, particularly in periods of difficult market or economic coiiditions. (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 makintro judgements concernino any need to impair the carrying values. 33 THE RAPHAEL FRESHWATER MEMORIAL ASSOCIATION LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 M.&RCH 2024 NOTES TO THE STATEMENT OF CASH FLOWS 24. RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES 2024 £'ooo 2023 £'ooo Net expenditure for the year Adjustments for.. Depreciation charges (Gains)/losses on investments Dividends, interest and i-ents from investments Jncrease/(decrease) in donations and desionated fund provisions (Increase)/decrease in debtors Increase/(decrease) in creditois Inci'ease/(decrease) in provisions for liabilities Share of {profit)/loss of associate Net cash used in operating activities (2,930) (13,991) 1,628 (4,038) 13,103 (2,483) (84) (2,954) 1,245 (742) (747) (6,652) (2,246) 3,71 (65) 585 {3,354) 25. ANALYSIS OF CASH AND CASH EQUIVALENTS 2024 £'ooo 2023 £'ooo Cash at bank and in hand 2,548 2,548 4,131 4,131 Total cash and cash equivalents 34 THE IUI)FIAfi.L fREI SHWATIR MEMORIAL ASSOCIATION LIMITED MANAGEMENT INFORMATION FOR THE YEAR ENDED 31 MARCH 2024 The following pages do not form part of the statutory financial statements which are the subject of the independent auditor's report on pages 6 to 9. THE RAPIL4EL FRESHWATER MEMORJAL ASSOCIATION LIMITfD LIMITED BY GUARANTEE INCOME & F.XPENDITIIRE ACCOU STATEMEI NT of* FIENANCIAL ACTIVII'IES FOR'fFIE ￿'EAR LI NDED 31 MARCH 21J24 2024 2023 £'ooo £'ooo £'ooo £'ooo Jneome and Endowments from: Donations and Grants Received Investments. Income from Fixed Asset Investments Interest Receivable and Similar Income Rents and Charges Receivable Total Income 1,253 1.357 548 722 3,004 530 608 2.705 5,527 5,200 Expenditure on= Raisino Funds: Property Outgoings Interest Payable and Similar Charges Charitable Activities: Grants and Donations Paynients from Special Projects Fund Expenditure Relating to Properties Held foi- Chai-itable Purposes Other: Governance Costs (1,177) (6) (1,378) (310) (4,754) (J,122) (5,351) (618) (39) {110) (57) (49) Total Expenditure NET EXPENDITURE BEFORE GAINS ON INVESTMENTS (7,155) (7,816) (1,628) (2,616) Net Gains on Investrnents: Valuation of Investment Property Valu