DDcuSign EnvBlope ID.. 15183DDB-DBOC48B2-A217-FT32131F0257 CompanyRegl$traUon NuTnbEr-08391977 (Llnthd bygullTaTrteo1 IRINANCIALSTATEMENTS pArdd 2Y&tMoreh rfflt¢hg11 LLF Thoms6 Eggor FrlAryLane Chichester ?Of9 1UF
Docuslgn Envelope ID". 1s183DD8-D8L48B2-A217-F732131F02S7 DIECHAR BLE¢ nd8dJls 14 Annu¥l rewrt lDd8pBndenIA1kOff1 R8r io nceShEPt siowrnBntolC¥sh Noksto Flnandal SLgtsffl8Trts 19-28 Schedulèof Invesknents
DocuSYJn Envelope ID= 15183DD&DBOC4882-A217-F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 DIRECTORS, REPORT For the year ended 31# March 2023 Full name of Charity: Dinwoodie Charitable Company Nature of governlng document. Memorandum and Articles of Association dated 7 February 2013 Company Number: Directors: 08391977 lan Michael Goalen FCA (Chairman) Richard Manning Arkle FCA (retired 23 September 2022) Dr Patrick Cadigan FRCP, FRCPI, FRCEM, FFLFM (retired 23 September 2022} Elizabeth Ann Hughes MBE FRCP Jtshn Pears FRICS, FIMMM, CEngi FIQ Rid)ard John Miner FCA (appointed S April 2022) Christine Plall MB ChB, FRCS, Chm (appointed 23 September 2022) Registered Office: clo frwin Mitchell LLP, Rlverside East, 2 Millsands, Sheffield, South YC>rkshi, S3 8DT Banker: Barclays Bank Plc, 74175 East Street Chichester, West Sussex, P019 IH Solicitors.. Knights, The Brampton, Newcastle-Under-Lyme, Staffordshire, ST5 OQN Irwln Mitchell LLP, Rlverslde East, 2 Millsands. Sheffield, South Yorkshire, S3 8DT Audltors: Sumer Audlt, Piper House, 4 Dukes Court, Bognor Road, Chichester, West Sussex P019 8 FX Investment Managers: Quilter Cheviot, Two Snowhill, 8irmingham, 84 6GA Mineral Agent: John D Pears, Mineral Consultant, Brelades, Peacock Lane, Hanchurch, Stoke on Trent, ST4 8ZR Operating Restrictions: Charltable objects arording to the Law of England Specific investmont powers: Wide unrestricted power5 a given to the Directors Dinwoodie Charitable Cornpany ["DCC") is a company limited by guarantee. It commenced charitable activities on 5th April 2013, tsking over the actlvlties from the Dinwoodie 1968 Settlement, a reglstered charitable Trust (number 255495). NDne of the DireLtor5 has any beneficial interest in the company. All dirertors are members of the company and guarantee to contribute £1 in the event of a winding up. Charity Govèrnance Code The directors a mindful of the seven principles of the Charity Governan Code and set out In the following paragraphs the approach adopted by the Dlrectors in running the Charity. Further informaknon relatlng to the Charity may be found on the website www.dinw odiechari GA.. 5134928 1
Docusign En¥elope ID". 1S183DD8-DBOc4BB217-F732131FQ?57 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 Grant maklng policv: The Directors endeavour to be pro-active in pursuing the principal objective of the Charity whlch is to improve the provision of medlcal and healthcare education and trainlng. More specifically the Directors have looked to encourage the further education of doctors and thelr teams and by funding searCh into novel education technlques and strategles. Whlle many of our sucSsful collaborations have involved the provision of educatlonal nfrastructure, we are keen to Interpret our alms flexibly and to SLJPPOrt innovatlve projects that address gaps in edLJcatlon or approaches to patient care that do not yet Bttract mainstrearn funding and that we identify as potential best practlce for the future. Project5 should be seen as potentially scaleable at regional, national or Internatiorial level, wlth patient benefit as a likely outcome. Funding wlll normally be on a matched basls to demonstrate commitment from the organisatlon applylng. Our contributlons are typlcally in the range of E50,000 to £lm. Our current prlorities and interests include.. Innovation In educational technology and processes. It is likely that this will be at the level of "proof of concept" All aspects of medlcal professlonallsm and leadershlp Patient anif Clinician education and communication, includlng in the area of shared declsion making Projects related to new models of care Factors which wlll help to attract funding Include: Sustainability, both in terrns of the project itself {l.e. the ablllty to provide for future operatlng costs etcl and the organisation backing It11.e. that standards of care, flnance and the backlng of leadership are approprlatel A positive "business case" where benefits or savings will exceed the investment of the project costs A planned pathway from 'proof of concept. to implementation In collaboration with and participation of potentlal users,. thi5 may requlre the actual or posslble future allgnment with the strategy of the NHS or other umbrella organisation Measurable beneffits to patients and a commitment to provide this information to the Charity after mplementatlon The charity is less likely to fund: Baslc sclentific research unless related to medical educatlon The "on~costs" of infrastructure projects (maintenance, refurblshment, replacement, and salarie5 other than for directly relating to project management) Undergraduate educatlon lalthough consideration mlght be glven to innovative proposa15 from new medical schools) Projects In vulnerable institutions unless these are part of an agreed turn-around proce55 The board of Dlrectors have paid due regards to guidan Issued by the Charity Commission on public benefit. nt G ant Awards The impart of the Covld 19 Pandernic on the health sector has been widely reported. A consequence of this has been a delay in implementation of projects already approved, and a decline in grant appllcations, resulting In an increase In the cash holding by the charity. Despite this the Charity has received a number of applications and have made the followbng awards. No award5 in exces5 of £IOO,000 were pald out durlng the year. In January 2023, the Charlty reaffirmed an offer made durlng the previou5 year to Walsall Healthcare Trust for an emergency and acute care simulation facility for £250,000, to The Royal College of Paedlatrits and GA.. 5134938 1
DowSl9n Envelope ID.. 15183DD&D80C48B2-A217-F732131F0257 DINWOODIE CHARrrABLE COMPANY Registered Charity No 1151159 Chlld Health for £151,000 for their"Thrive' project, looking at wellbeing and to East Lancashire NHS Trust for equipment as part of a simulation facillty for £272,000. Subsequent to the year end further awards were made to Cicely Saunders Internatlonal for £509,000 and the University of Hertfordshire for £258,000. Financial review and investment policy: The Charity has the benefit of income from its existing assets and the Dlrectors are seeking additional sources of income that would enable them to extend the level of grants made. This review is based on flgures for the year ended 31st March 2023 with comparlsons with the year to 31st March 2022. The Charity's existing assets fall into three maln categories.'_ Investment Properties fréehold land in Staffordshire with major mineral rights from bequest made by the Dinwoodie family A managed portfolio of investments Cash The Directors, responsibilities with gard ¢0 each are outlined below. Investment Pro erties The Dirertors meet annually in Stsffordshlre wlth thelr mineral agents and their tenants as appropriate. i) Property Information DCC'S freehold land is tenanted by Tarmac Ltd- a CRH company ("TM") under terms of a 40 year lease expiring 30 June 2030. The quarry extracts in the Sherwood Sandstone group which is part of one of the largest sand and gravel mineral dep051ts in Europe. TM excavates the minerals under a permission from staffordshire County Cckuncil C'5CC'?. A consolidating Section 106 Agreement was signed on 23 August 2023 and which included work in the Northern Extension. The current permi55ion therefore ver5 an erea of Croxden Quarry comprising DCC land (excluding Coneydale Farml and adjoining land owned by TM. A conditional part of the SCC permlt sets out the stOr3bOn obllgatlons of TM wlthin the Quary. The lease provides for an extension to the 40 year term should TM detemine that mineral reserves still remain. The fehOld land is formally valued every 5 years, based princlpally on potentlal royalty entltlements from the remaining re5errfes as estimated by TM. The latest formal valuation was as at 31SI March 2022, when the Dcc's mineral agents valued the Croxden Quarry freehold at £3,900,000. This resulted in a large uplift in the balancc sheet valuc. Howevcr, thcre has been an interim valuation of the Croxdon Quarry as at 31 tQarch 2023 done by Halletec Environmental Limited, which Ulted in a large fall in the balance sheet value. Coneydale Farm's valuation ha5 been left at £610,000. The Croxden valuations took into acctsunt the expected remaining life of the quarry including the various extenslons, plannlng permissions and the Mineral Local Plan. ii) Croxden Quarry Rent and Royalties Under the tems of the Cmxden Lease, royaltles are payable on minèral tonnes sold during each year to 30th June. Minerals are currently being extracted from land 0,ned by TM and DCC. Royalties on minerals extract& from the Charity's freehold land are hlgher than those payable on extractions fr¢m the TM land. There is provlsion for an annual guaranteed rent payment based on sales of 500k tonnes and for royalty payments on sales above that level. Certain Rent, the name given to the annual guaranteed rent payment, is payable tn advan on 151 July* and is subject to annual indexatlon based gn the Retail Price Index (°RPI?- ThÈ tènant has to provide details of its sales at the end of each calendar quarter. Payment of any GA.. 5134938 L
Docusign Envelope ID.. 15183DD&D8OC48B2-A217-F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charity No 115 1139 royalties on accumulated sales in exc5 of the Certain Rent are due in the followlng month. The Certain Rent effectlve 1st July 2022 was £333,895 (2021 £299,000). Desplte the Covid 19 Pandemic, Tarmac have continued to operate from the quarry however sales In the year ended 30th June 2023 reduced to 479k tonnes from 504k tonnes. Shortfa115 can be recovered from any royalties due over and above the Certaln Rent in the 3 years following their occurren. iii) Coneydale Farm Lease Coneydale Farm has potential reserves for future gravel extraction. It 15 currently occupied by a tenant who manages it as a 100 acre mixed livestock and cereal farm. The Charity pays insurance and any landlord repair costs. The current annual rent of £8,000 is payable in half yearly instalments in arrears in March and September. Rent5 may be subject to a review every three years- subject to one yearfs prior notice. The last review was effective from March 2017. No rent review has occurred in the current year as The Charity and tenants are in the progress of negotiatlng a revised lease. Mana ed Por D of Invest There are no restrictions on the Charity's power to Invest. Since the beginnlng of January 2023, the portfolio has been managed by Quilter Chevlot (who took over from Atomosl on a discretionary basis. The portfolio is alm05t exclusively invested In equities, directly or indirettly vla collective fund vehicle5. The Investment policy agreed by the Directors, which Is reviewed annually, is one of capital growth with 8 moderate level of risk. The Charity accepts a 5 year investment horizon in keeping wlth the medlum to long term nature of equity investment. An appropriate benchmark has been agreed with the investment managers for measuring the performance of the portfolio. Directors determlne an annual budget for income from the portfolio at thelr autumn meeting followlng consultation with the investment manager. In addition to a valuation at the end of the financlal year, the investment manager provldes the Directors with a valuation and formal revlew every six moTrths as at the end of June and December, with three month summary reports ill the inteNening period5. The half yearly reports are considered at the half yearly Directors, meetings. At 31st March 2023 the portfolio of Investments based on middle market had a value of £2,314k 12022 £2,328k). The capltal value of the portfolio thus decreased in the financial year by g14k {2022 increase E42kl. The portfolio prodLJced investment income, net of tax, for the year to 315t Narch 2023 of £51k 12022- £36kl. This represented an overall yield of 2.210/0 (2022 _ 1.540/0) based on the mean value of investments at the beginning and end of the financlal year. Cash Changes in cash levels are largely dictated by the Incidence of charitsble grant payments. The cash balance at 315t March 2023 was £2,006,987 compared with £1,588,742 a year earlier, a rise of £418,245. The cash fund5 are under the supervision of the Charlty's administrators, the Trust Department of its sollcltors. They advise on the placement of the cash at appropriate interest rates. Organisation The Directors also act as Trustees of the Charity. Since the activatlon of the Trust In 1971, the Trustees have been drawn from qualified profe551onal and medical background5. When a vacancy occurs individua15 are approached to offer themselves for election. The comp051tion of the Board is diverse and set to tnirror the needs of the Charity and consists of individua15 wlth skllls in elther the medical, finanaal, or mineral extraction sectors. Prospective Directors are given an inductlon and taken on a tour of the Charity's property assets, Croxden QLJarry and Coneydale Farm, meet informally some or all of the Directors 3nd attend at least one Board Meetlng before electlon. GA.. 5134938 1
Dowsign Envelope ID: 15183DD8-DBDC48B2-A217-F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 Formal Direttors, meetings take place regularly twi a year, In the Spring and Autumn, and otherwise as appropriate to review grant applications. The Directors maintain contact with each other between meetings as necessary. The annual meèting, held before the Autumn Directors. meeting, takes place on site at Croxden Quarry, the princtpal source of the Charity's income. Active monagement of the Charltys affairs is delegated to a part tlme Managing Trustee who is remunerated on an hourly basis. The responsibilities include, inter alia, liaison with and revlew of the activities of the professional advisors managing the Charity's assets, approval of expenditure, form8lising th@ terms of charitable grants, and overseeing charitable an corporate governance. A sub-group cotnposed of the Directors with medlcal qualifications Initially evaluate grant applications made to the Charity. Visits are arranged to 51tes potentially quallfying for support and then, If appropriate, a written commltment mède setting out the agreed conditions including any time limits. Inftirmation with regard to Related Parties Is disclosed In Note 15 to the Accounts for the year ended 31 r¢h 2023. Reserves policy. It 15 the poliry of the Charity to maintèÈn sufficient C35h funds to meet Its antlcipated expendEttJ on charitable grants. Operating expenditure is kept to a minimurn to maximise our Income being used for charitable activities. Risk management: The Direttors hève assessed the major risks to which the charity is exposed, and are satisfied that systems are in place to rnitigate exposure to the major risks. The Charity has in pl2¢e insurance Cover up to £2million, through Aviva Insurance Limited, in respect of Trustees and Individual Liability Professional Legal Liability Future Plans The Dirertors plan to continue to recycle cash funds, in excess of the Charity's requirements to meet ch3ritablE commitments and its reserves policy, into further Charitable Grants in accordance with its grant making policy. As noted previously the Directors would be open to receiving additional bequests from the public tD enable it to expand the level of grants awarded. Directors, responsibilities in relation to the fÈnancial statements and audit disclosure: Law applicable to charltles in England and WBles requires the Tnjstees, who are also Director5 of DCC for the purposes of company law, to prepare financial statements for each financial period which give a true and fair vièw of the Charity's financial artivities during the period and of its financial position at the end of the period. In preparing those ff nancial statements, the Directors are required to: select suitable accounting policies and then apply them consi5tentlyj make judgements and estimates that are reasonable and prudent. state whether appllcable accounting standards and statements of recommended practice have been fDllowed subject to any departures disclosed and explained in the financial statements. prepare the financial statements on the going concern basis unless it Is inappropriate to presume that the charity will contynue in busines5; and observe the Fnethods and pnCIpleS In the Charlties SORP. The Directors are responsible for ensuring that accountlng records are kept which disclose with reasonable accuracy at any time the financial position of the chartty and enable them to ensure that the financi81 statements comply with the Charitie5 Act 2011 and the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and for tsking rtasonable steps for the prevention and detettion of fraud and other irregularltles. Each of the director5 has confirmed that there Is no information of which they are aware whlch Is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate step5 to identify such relevant information and to establish that the auditors are aware of such GA: 5134938 1
Docusign Envelope ID.. 15183DD8-DBDC48B2-A217-F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charlty No 1151139 information. I.M. Goalen R.J.Mlner 20 December 2023 Dated GA: 5134938 1
Dotusign Envelopt ID". 15183DWDBOC48B2-A217.V132131F0257 DINWOODIE CHARITABLE COMPANY Page 7 INDEPENDENT AUDITORS, REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY Opinion We have audited the finanoal Statements of the Dinwocdie Charitable Company lthe 'charitll for the year ended 31 March 2023 which cornprise the statetTrent of finanu81 8clivib"es, the balance sheet, the ¢ashlow statement and the note5 to the finan¢ial statetnents, illcluding a summary of significant accounting policie& The finan¢ial reporbng framework that has been applied in thpir preparation is applicable law snd United ngdoM Accounting Standards, indudin9 Financial Rèporting Standard 102 The Financial Rèpothng Slandard 8pplic8hle in th8 UK 8nfl Republ of IraIRd (United Kingdom Generally Accepted Accounting Praclicel. In our opinion. the finan¢ial stt¢ments'. give a true fair Mevi of the slate ol the eharity's affsirs 8$ at 31 March 2023 and of its incoming Our$ and application of resources, for the year then ended., have been properfy pEp3red in sccoidan with United Kingdom Generally Accepted Accounting pract[-, and have been prepared in accord8nce with the requiremÈnis of the Companies A¢t 2006. B951s for opinion Vts condu¢t&d our audit in accordance with Intsrn8tional Standards on Aud((ing IUK) IISAS IUKII applic2blÈ law. Our responsibilities under those standards are further described in the Auoicorfs rèsponsibilities for the audit of the 8ccounts setlion of Qui report. WE ar8 independent of the charily in auord8nts with the ethic81 tequirements that are rglovant to our audit Of the ac¢ttunts in the UK. induding the FRC'S Ethl(xl Standard. and we have fuEfiII our other eth..1 responsibilities in awordance w(th these requir&m8nts. We believe that fhe audit ewdence we have obtained is sufficient and 8pproprlate lo provSde a basis for our opinioll. Conclusions relating to golng concern In auditing the fin2ncial statements, we have eoneluded that thé Tru$t8Ès' use of the going COnn basis of accounting Tll the prepsRtion of the fin8nual ststsmenis is appropriate. Based on the wDrk w8 have performed, we have not identified any material uncertainties relating to wèftts or cnndilions that, individu211y or collectively, may cast slgnlficantdoubt on the charity's ability to ccntinue a5 a gDing concgm for a period ef at least iwelve months from when the financi21 statements are authorisÈd for issue. Our re5ponsTbilities and tre responsibtJiti8s of Trustees respert to going Concern are des(aited In the relevant se¢tion$ olthis report. OfhÈr informatits The olher informalion compristt the infomaticfft included in the annual report other than ts finan81 statements and our auditols report thereon. The Trustees are sponsible lor th& other infonnation Gonlalned within the annual report. Our opinion on the financial 81atèmènt8 d08s not cover the other information and w8 do not express any form of 28sur8nce Condusion thereon. Our responsibility ts to read the other Snformation and, in doing so. ¢onsider whether the other infoimabon is materi811y inconsistent with the financial statements or our knowledge obtsined in the course of the audit. or oifErwise appears to be mateiialw misstated. If we idents.fy such material irjconsistencres or apparent material rnisstatements, we are required to determine whether this gN8s rise to 8 m8teri81 misstat&m&nt in the financigl stEnents theTnselYes. If, based on the work we have performed. we conclude that there 15 a material mk45tatement of this Other informatDn, we are required to report that12rt We have nothing to report in this reg8Td.
Docusign Envelope ID". 15183DD8-DBOC48B2-A217-F732131F0257 Page 8 DINWOODIE CHARITABLE COMPANY INDEPENDENT AUDITORS, REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY Matters on which we are requlred to report by ex¢eptlon We hav8 nothing to report iespeGt of th8 following mattsrs in telation lo which the Charlties (Accounts and Reports) Regulations 2008 require us to report to you il, in our opinion.. th8 informatlon giv8n in the financial statements is incon51Stent In any matsrial Spect with the trustees, report." or suffici&nt aceounting r8cords have not b8en kept, or the financial 518tetnenls are not in agreement with the accounting record5', or we have not received all the information and &xpl8nations we require for our audit. Respon8lbllltl85 of iru$tees As explained more fully in the statement of tru51ees' respon5ibilitks. tho trustees are responsible for th8 pieparalion of the financial statements for b8ing sati51iEd that Ih&y give a true 2nd fair view, and for such intemal control as the trustees d8termine ne¢essary to Ellable the preparatiDn of financial 5tatetnents ihal are free from material misstatement, whether due lo fraud or error. In pr8paring th& financial stat8rnents, the truste8s are re5ponsibl8 for as5e55ing thg charity8 ability to Gontinue as 8 going conTrrn, disdosing, as appli¢able, matters lated to going conrn and using th8 going ¢on¢8rn basis of accounting unless the trustee5 either intsnd to cease operations, or have no realistic alternative but to do so, Auditorf5 respon$lbllltle8 for the audlt of the financlal statsmonts W8 have been appointed as auditDrs under sectson 145 of the Charitl8s Act 2011 and port in accordan wth the Act and r&levant regulations rnade und8r section 154 01 thalAcL Our objectives ar& to Obtain reasonable assuranc& about whether th8 financial 51alements as a whole ar6 free from material misstatement. whether duB ID fraud or airor, and to issue an auditols report that includ88 our opinion. Reasonable assuran is a high level ol a$$urance, but is not a ouarantee that an audit ¢ondu¢ted in accoidan with ISAS IUKI will always detect a materi21 mis8tstement when il exists. Mi55tatements Can arise frorn fraud or error and are wnsidered materi81 if, individually or in the aggregate, th8y could rea50nably be gXP8Ct8d to influence the economic decisions of users taken on th& basis of these fin2ncial statements. Identlflcation and a5$9$$mènt of Irr8gularttlo$ Includlng fraud IrEgularilies. Including fraud, ats Inslan¢e8 of non-compliance with laws and iegulatlons. We designed procedures in line with our respon5ibilibes. outlined above, lo deieel m818rial misstatements in respect of IrgUIar1IieS, In¢luding fr8ud. Th8 extent to which Dur ProdureS were capable of dete¢llng irr8gularilie5, Including fraud is delaile(S below.. we focused on specific laws and fftgulalions which we considered may hav8 a direct tnaterMI effect on the financial slatem8nts or the operations ofthe associab"on, induding Th6 Companios Act 2006. we obtained an understanding of th8 legal and regulatory fram8work appliGable to the 8nlity and how th8 onlity 15 complying with that fram8work by making appropriate 8nquirie5 of manag8m8nt as w811 as considering the inlemal ¢ontroL% in placg to mitigate risks ol fraud and non-compliance with laws and regulations,. we made enquiries ofthosE chgrged with governan and managem8nt COnC8rning'. the risks of fraud", instances of non-cotnpliance with laws and iegulalSon$ or knowl&dg8 of actual, suspected. or alleged fraud 15 documentsd during the period". we allocated an engag8m&nt team that W8 con8ideied colleGtively had the 8ppropriaie competence and capabili1188 to identify or iecognise non-compliance wlth laws and regulation5. Audit response to the risk of Irregularltles including fraud B88ed on the results of our risk 8ssessmenl, our procedures included, bul were not limited to.. p8rforming analytical proGedures to identify any uDu$ual or unexp8cled ielationships. èvaluating whether the selection and application ol accounting policies by the entity Ihal may b8 indicative ol fraudulent financial reporting resutting from management's effort to manage earniros. a55e5sing whether judgement5 and assumpbons made in detemiining th8 accounting estimates Set out In note 2 We indicative of potential bios.
ge1n9 financial statement dis¢lo$ur8S to underlying SUPPOrting docum8ntstion.
GA.. 6672023 1
D(&9 EnvdDpe ID.. 15183D08-DBOC48U2-A217-F732131F0257 Page 9 DINWOODIE CHARITABLE CODJlPANY INDEPENDENT AUDITORS, REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY reeding the minutes of meetings oftho$e chaTged with goVernaTr. r8vi8wing th8 1x)rreSponden with rèlèvant rejulatory bodies. tgstina gf journal entries tts address risk of fraud through managèmènt override. incorporating an element of unpredi¢tabiYity in thè sèlection of the nature. timing, and extent ol our audit prtse8dures. corroborating the business r8tionale for Iisnsacons outside normal course of bu8ines3. Conclusions regarding the risks of Irregularitl8$ ineludlng fraud There atp inherent limitations in ouraudil procedures described above. The more removed that laws and regulations 8rÈ from financial transadions, thÈ lÈss likely it 15 thatwe would beCle aware of non-complian. Material Mlsststemènts that arise due to fraud can be harder to delect than those that arise from error a$ thtry may involve deliberats Conalment or ¢ollusion. We considred our auditwas cap8ble of dètecting irregularlti¥ due to.. the effed.iveness of the entity's internal eontrols", the natuE, titnirvj and extent of audit procedures perfomied-, and the absenc8 of contradictory @den¢. A further des¢riptSon of our sponSibl11t1e5 for the sudlt of th& financial staternents is located on the Fin8nci81 Reporting CounGil'5 website str. http."Ilwww.frc.org.ukfauditorsresponsibilities. This description forrns part of our audito¢s port, Usc of our report Trks report is msde 501èly to th• Gharity's trustees. as a btyjy, in ardaftfft with part 4 of the Charibes IA¢counts and Reports) Regulations 2008. Our audit work has ten undertgken so th2t we mvJht state to the chaitys tru5tEes those matters we are required to State to Ihem in an auditor5. report 3nd for llD DthEr purpose. Tu the fullest exEent permitted by law, wo do not accept or assume responsibility to anyone other than the charity and the d)arty's trustees as a body, for our audit work, for thi$ report, or for th& opinions we hav8 formed. Claire Notwood Bsc FCA ATII Isenior Statutory Auditor) for and of Sume 2111212023 Chartered Accountants statutory Auditor Piper House 4 Duke8 Court Bogncr Road Chichester West Sus88X poig 8FX SumarAudil i% a trading name of Surner Auditco Limrted and is digible for appoinlmellt as aurfiloi of the Gharity by virtue of its 81igibility for appointment as a[tor of a company under of sethon 1212 of the Companies Act 2006 GA.. 6672023 1
Do¢uSign Envelo ID.. 15183DD8-DBOC48B2-A217-F732131F0257 1Q D1NWOOOI CHARITAtsLE COMP ChAril sIM4rch 202 FdAlI1$ InvoÈlmonl Propertles Land alCrDxden Qua a.IGO,QOO 31QD,O 610,Q Inw•thqrhtsalvduè 2 313 724 2x7.958 BQ73 724 ,Q13,724 È.&37.856 e.837.950 Deb[5 Caah41 82.W8 1.688.742 2JJ95,066 164.550 Net Gytt&nlASS& YotalAs%•M l•u CurrpntUAbillll 1,407,030 8.334.98 8334.988 ThecQmp4nyl¥gf1ulo th••x•ryUonfrornlhpÉuffil NthrwMnlcoTh14ln 5TrBecU0rn47F DlthèCllmp4nlq5Ad 2ao6.forthegfo?l3l Maich20Yd. aNhDu uthlhBgbÈan rard•doirtundpr¥Erl[( 1440fin•Crfes AG12011. nlé1iiQ1Cov8yh5epDS1teSnDknc¥.FUWriIoS447e.wLth9 slatemEnlB •rQrm1% rrflhpConWÈ$M12ao Tho thieacknoVAedgVeirW¢ftÉ1b14ID5tol2n9Urffigthttt#1tytr•plllCtonD ¢0Mptylh oflheAct4nd 851&1etnvth1th IN?artttltrVo1IQ gthlpofBffarsotlh4c¢Mpaai1heettO[1hvfinBGiywdllslffLtornIfftll resourcqsund aka¢[rIsol¥u.1dInll ltslnc4m8a evdIlUre.fCi1hBrInDdY10rjn8cc0rdBn ere9eMtSOIIctson 394 gnd 3D58ndwhkh 0¢0mPlY thÈwU1relllI 10accoL.1OFAP110 lothèfflp9Y Th¢$¢fvandg1 iLito$ve b¢gnprvrtdlnldLwsthop]lo¥ltÈbl towa•s$ubl0l0thO Kwipsni¢&'(Ém 20 Decernb.eJ..2.Q2.3....ar Bnpdonii#bthlfty SL9entst8pploV1d tyth• BDd0rDI(................. ¢panY R•051 No.31?71 FO¢hd Mir The NtesonpuBgB13to f8lvmipartoftr•aCcDrkn.
Docusign Envelope ID.. 15183DD8-DBOC4882-A217-F732131F0257 RfASLEC PA 1st? Chtrl No.11S113 ard 202J 2022 INCOME xptNDITURE Ino4miny Rès01Ges In¥e5kn1k 64401# £YP34 Toi41 IncongRats$ 6Z7,WJ4 Re¥DUtXpPll s1n9fu# P2,8261 IÉSO,8 I£8313) 1SA17 I231.7> Tot R8sourcosExpwrf¢ LgaInlI$&S)Q IDve5trn&DIs ReMljs¢dg¥ir@fj¢¥S¥¥lon&i¥pM1 offrxeda55etkn¥e¥knerfs fJsUiossÈs', wrtts¥uabtsTr?lfixeda55EliTw¥irnwI8 GansllLowsl ¢h¥¢v¥lu&titsfi¢fnX SSElproperty Ex¢bBngpad.v5knnt 2.416) .759 1750.DUOI IB45.#TI 3JD2.547 Bn¢ebrOughlloWd S.W2.439 B.3S.9B6 7.489 449 Yh•nQlci pr£s t3te f8fDTrpzrtofthC$¢MUnI Thes[5¢ Dfnnanda altIll£31s?tpl1s&*5th lh&wthrgM1$f0r In¢thxo4nd¢xpBnthitawtttr8rfft9
Do¢uSign Enve5ope ID". 15183DD8-DBOC4882-A217-F732131FO257 OODIÉ CHARI BLECOMPAN $9 tat dads Tolily•llr0nthd Towi y•ar•ndFd 9B,278 7.9 537,792 66 37.652 7.803 582.213 Rents puthaw0fiThV1j pr¢e051 wdtca&a provld¥d byin¥ÉsUno aGtitle0 1. 6,804 651,39T 0.443.wJei 48è.819 ChEwpln ra5hand¢•$h u191tsYtsIr 4e8.Q42 258,915 Cagh btoughl lthward lal beand0PortNO1 CAsh lorwllrd 2.090.238 t 1.621 194
Docuslyn Envd)pe ID.. 15183DD8-DBOC4882-A217-F732131F0251 DINWOODIE CHAFUTABLE COMPANY Registered Charity No 1151139 13 Notes to the Accounts for the ear ended 31 March 2023 I ACCOUNTING POLICIES The Dinwoodie Charitable Company is an incorporated charlty, limited by guarantee, registered in England and Wales, company number 08391977 and charty number 1151139. The regrstered address is clo Irwin Mitchell LLP, RN¢rside East, 2 Millsands, Sheffièld, South Yorkshire. S3 8DT 1.1 ACCOUNnNG CONVENTION These accounts have been pr&parèd in accordan with 'k¢ounllng and Reporting by Charititts. the Slalement of Recommended Practice for charities applying thE Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021, Companies Ad 2008 and UK Generally Accepted Attcounling Practice as Il applies Irom 1 January 2019. The charity is a Public Benefit Entty as d?fin¢d by FRS 102. The accounts afft ppared in sterfing, which is the functional currency of the charity. Monetary amounts in thes¢ fi'rianci81 statements are rounded to the nè8rÈsl L The accounts have been prepared on the historical cost convèntion modifi'ed for the revaluation of investments. The principal accounting policies adopt@d are set out below. 1.2 GOING CONCERN At the time of approving the aeceunts, thè Iruslees have reasonable expectation that the charity has adequate resourcès to Continue irt opèrational existence for the foreseeable future. Thus the trustees, ¢¢ntinu¢ to adopt the going concern basis of accounting in preparation of the accounts. 1.3 CHARtTABLE FUNDS & FUND ACCOUNTING Unreslricled funds are available for use at the discretion of the trustees in furtherance of their charitable objeclnies unless the funds hav& been d&sign8ted for other purposes. Incoming Resources Incoming resources includes investment income, which is recognised when the charity has a legal right to the income. The gain or10ss arising Dn the dtsposal of an asset is determined 85 the difference betwe&n the sale proceeds and the fair value al the beginning of the reporting per(od of the asset, and is recOgned in net incomellexpendilure) fortho year. 1.4 INVESTMENTS AND INVESTMENT INCOME All investments are staled at fair v81ue and th$ mov¢m¢nt $hown comprises both realised and unrealised gains and losses. Realised gains or losses arising on the disposal of inveslmenl$ (together with promsions for diminution in value), are credit&d or debited lo the Statement of Financial A¢livtiios, and 5ubsequehlly transfee lo Unrèslri¢tecl Funds. Investment properties are slated * fair value al each balance sheet date wf(h any change in fair value b8ing rEported through the incoTlle alld exp&nditurè accounL Independent professional valualigns are carried out as often as deemed appropriate by the direelors lo Ènsur& that the asset is recorded at fair value. The propert188 were last valuèd by independent professiona15 al 31 March 2023. The Directors carry out a calculation each ye8r fo wflect the w8stin9 asset to ensure that it is carried * fair value. 1.$ ROYALTY INCOME The investment land al Croxden Quarry is tenanted by Lafarge Tamiac Limlled undèr an agreernent dated 16 November 1990. The tenancy terms provide for a royalty on every tonne of mineral extraded from within the Quarry but with 2 minimum annual prepayment, referred to as °¢ertain renl.. equal to the royalties due on the first 500,000 tonnes. The Certain Rent is due on 1 July each year. Royalties are adjustable upw8rds annually to match any incre35& in the Rotsil Pr1 Index. GA.. 5134938 1
Do¢uSkJn Envelope ID.. 15183DD8-DB(C48B2A217-F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 14 Royalties are computed on sale. Ihal 15 mlnerals taken out ol the Quary. When the total of royalties earned exceed Ihfy Certain Rent, the additional royalties are determined quarterly and p8yable in the following month. If the total of royalties earned falls short of the Certain Rent, the shortfall is oftsel against additional royalties payable in the subsequenl thre8 years. In the year lo 30 June 2023, there was no shortfall. The amount carried forward in respect of shortfalls in the previous years totalled nil. The Certain Rent is credited to the Statement of Financi81 Activities when received. Any subsequent Royalty instslments are Irealed on an accrual basis and are recognised in the accounts when they become receivable. 1.6 CHARITABLE ACTIVITIES The cost of charitable aclivili8s consists of grants made. A grant toward8 3 postgraduate medical centre project is charged fully to expenditure in the accounting year of th$ project comm8ncement. A grant on a project which has not commenced before the accounting year end is included as a commitment. Grants in respect of research fellowships are charged in the accounting period in which they accrue. 1.7 COST OF GENERATING FUNDS The cost of generating fLJnds consis18 of invèslrnenl management fees, min8ral agents. fee8 and quarry and farm Management costs. .8 GOVERNANCE GOSTS Governance costs comprise all costs involving the public accounlabilily of the charily and ils compliance with regulation snd good practice. These costs include ctssts related to statulory audit and legal fees together with other overhead and support costs. 1.9 CASH AND CASH EQUIVALENTS Cash and Cash equivalents include deposits held al call with banks. 1.10 FINANCIAL INSTRUMENTS The charity has elected lo 8pply the provisions of Section 11 '888ie Financial Instruments, and section 12 "Other Financial Instruments Issues of FRS 102 to all of ils financial instruments. Financial instruments are recognisgd in the charity's balance sheet when the charity becom8s party to the conlraclual provisions of the instrument. Fillancial assets and Iiabililies are offset. with the net amounts presenled in the financial slalements, when there is a leg811y enforceable right to sel off the recognised amounts and thère is an intention lo sellle on a n81 basis or to realise the assel and sellle tha liability simultaneously. Basic flnancial assets Basic financial assets. which includes debtors and cash and bank balances, are Inili8lly measured al transaction price including transaction costs and are subsequently carried al 8mortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measur8d at the present value of the future reoeipls discounled al a maiket rale of interest. Financial assets classified as receivable within one year are not amortisod. Investments are values at fair valu8 through income and expendilure, Impairment of flnanclal assets Financial assets, other than those held at fair value through income and expenditure, are assessed for indicator8 of impairnenl al each reporting dale. Financial assets are impaired where there is obje¢tlve evidence that. as a resu51 one or mtsre events that occurred after the initial recognition of the financial a56el. the estimated future cash flows have been affected. GA.. 5134938 1
DocuSi9n Envelope ID.. 15183DD&DBfK48B2-A217.F732131F0257 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 15 If sn asset is impairgd, the impaimiant loss is the differen¢e btheen the carying amount and the present value c>f the eslimaled cash flows discounted ?1 the assevs original èffective interest rate. The impairment loss is reGognised in net incomellexpendilurel for the year. If there is a decrease in the impaim6nl 1058 arising from 8n event occurring after the impairment a5 recognised, the imp8irmenl is revèrsed. The reversal is such that the current carying amount does not exceed what the carrying amount would have been. h8d the impairment previously been recognised. The imp8irmènl reversal is recognisèd in nèt incomel{expendilure) for the year. Baslc finanGial liabilities Basic financial liabilitiès, includiftg trade and other payables, are initially recognisèd sl transaction pri unless the arrangement Gonslilules a financing transaction, wheTe the debt instrumènt is measured at the present value of the futu ceIpts cliscounted al a market rale of inleresL Oebt Instruments are subsequently carriecl at 8mort18ed cost. using the effective interest rate method. Trade payables are obligations lo pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Acttounls payable are classed as current liabilities if payment is due within one year or less. If ngl, they are presented as non-currellt liabilities. Trade payables are recognised initially at transaction price and subsequently measurèd at amortised cost using the effective interest method. Derecognition of financial liabilities Financial liabilities aré d&recognisÈd when the charity's conlraclual obli9alions expire or are discharged or can112. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGENTs In the application ol the charity's sceoLJnting policies. the trustees are required lo Make judgements, estimates and assumptians tbout tho osrrying amount of assets and li2bilities ihat are not readily apparent from other stsurGes. The eslimales and associated assumptions Srè based on historical experience and other factors that are considered to be relevant. A¢tual rèsults may drffer from these estimates. The estimates and underfying assumptions are reVied on an ongoing basis. Reiisions lo accounting estimates are recognised in the pèriod in which the estimate is revised where the revision affects only that period, or in the period of the revk%itsn 8nd future periods where the revision affects both currènt and future periods. Key Sources of EstiTnation Uncertainty Fair value measurements Certain assets are measured at fair value with galns and losses being recogniged in the statement of financial acliwty. In eslimaling the fair value of those assets. the charity uses third party qualified valuers and other valuation techniques. GA.. 5134938J
Docusign Envelope ID". 15183DD8-DBOC48B2-A217.F732131F0257 16 OINWOODIE ¢HARITABLE COMPANY Re d Charl S1139 to the èd31 2023 3 FIXED ASSET- INVESTPAENT PROPERTIES The Croxden Quarry wasvalu¢d a3 Gl 31 M$i¢h 2m by HallBtsC EnvIranmt Lid. Chartgred Surveyois a1£3,150.000. Th£ rfirectorssre of th& oplnlon Ihal this rBfiects the Pdirvalue of Ihe prop8rty al ihai dale. Coneyda19 Fam was nolvalued 31 Ihal dats bul Ihe direciors wThsider the f8rm is S11 refeloive of Il's Iwrvalue at £810,000. The Quarry erbmmpasseg freehold land Owned by the Charity and adioininu owned by Tarmac, whi b&nefilffom a turrent planning permission allowing minBral extractson. The ¢ro¥dèn Quarry valuabonwas based on potenw roydty enbuemenls fvom the e[al reseFvesretnailling In the Quarry asestsmoled by Tattnac. As al 1 Apnl 2022 3 900 000 610 000 4,510 000 FairValuÈ Adjuslfflenl UnreBllsed Los5 1750,QODI (750,0001 FaValUe ¢arrted fotward 3 150 000 610.QOO 3 760 000 4 FIXED ASSET- INVESTMENTS (Summary of payès 18 to 271 Quoied investments Marketvalue 151April 2023 2022 2,327,956 2.2B6.146 Addition5 al In¢aSeIDeG[eaEe> ptrOl0 cas DI$p0$815 Nel GainllLoss1 unreiSed 941,506 47,797 1992,4941 1.443,936 11,328,23n 38,759 1327,95 2.313,724 E InvlMents Cash hFld in ptsthllo for reifi¥gsimenl 2,230.475 85.249 2.313.724 £ 2,292,$04 35.452 2,327,956 Histor5CCOSt 2,191,855 £ 2,188,790 TheFeY4pffj n¢ Investments r8presentino greatsrlhall 5% of the portfolo tnarkeivalue 6. FINANCIAL INSTRUMENTS Car amount l financlal assets Quoted inve5tsn&nLs mp$sured al lair ¥Ve £2.230.47512D22.. t2,292,4) Invethenl prop8Ftie¥ measured alfaiT value In 2023.. £3,760,00012022.' £4,51Q,QQOI 6 DEBTORS 0erdeblOrS - W2y1eave - H M REvEnue & CusioFll6 - Prepaid Irtsuranc8 - Croxdèn LinGe FeelRoyalUes - Foie$ty18nd &1 Croxd&n - CMeydale Fam) - DwldÈnds due - Bankiniefe81 r¢eivsb 66 298 318 68.479 16S 318 87,452 12.000 4,000 937 6,908 88,069 £ 92.936
DocJJSlgn Envelope ID.. 15183DD8-DSOC4882-A217-F732131F0257 17 OODIE e ARITABLE COMPANY Re Ist2red Chari 0.11S1139 Note5 to thÈAteounts forth• 8r¥ndtrd 31stMarch 2023 2022 7 CASH Bank Attounts Interest be¥ring dÈF•)Sitactounts 1006.987 1,588,742 B CREDITORS Othèr ueditors -TruslAdministralloTr fees - Managlng Tru$tee Remur&er8tion -Trusiee Ewenses -Audit fpes - Legal Fees - rvfintral & la Agent.. Norma] V¥luationlolher - SenA10M0$ UK LimitedlQullter Cheviot Kin95 College - Royal Colge DISurgwns- Dr0 unety - Faujlty olMedic81 Le8dership &Managemenl - wa&1 Healthcsre - REJyal CDllege of Paediatrics & Chlld HesEthra - E*t nCslre Ho5tal NHS Trust - Facully of Phsnn¥¢eub¢al ME08 1826 e.5S8 4.000 183 1.980 8.5 2,115 2,250 1,480 2,q18 E3,OQQ 2,239 21,439 60,000 250,000 17,237 272,000 59.100 678,331 £ 59.100 184.SS0 9 INVESTMENTINCQME Driidend irLci>rne from Iksted itt¢tstmenislnet) - Nel Cash recelved Recover3ble fax Dividends due Gr¢ss b8nk UthertereSt Gicss tenis re - Coieydale Farm {netofÈxpensesl - Foreslryland al CroxdÈn Gross Roydty Incomofrorn 8tCroxden Inoie f.$1 Gros5Wayk¥ve income 46,967 133 4.08 47,097 35.g39 1,834 7,263 700 537,792 66 644,09 7,%03 700 58a213 627.934 10 RAISING FUNDS MinetalAgnnts'fees - John Pears Qvarry and F)ftM Managemenl',- - crestsyood Environmental - Hal1¢ Envitonment41 - KTyghts Profe55v)n91 servi Lld Inveslmeni managementfees - nAtOMo5 UK LimitedlQuiller CFEWOI 7.A90 5.915 872 6,635 7,256 11,355 32,È36 £ 9.426 t6.313
Dotuslgn Envelope ID". 15183DD8-DBOC48B24217-F732131F0257 18 OOD R• E COMPA AEC rch D2 11 CYARITABLEACMVIIIES Grn poyabIo{ll 131 612,D13 she01 GovaC0s1 I1¢ 121 JB.054 34,1 12 OOVERNANCE COSTSIINCLVA LEuEl8nd pr019$Èn9l fees TNs1AdrnllliyirIun Legal Audll)rs ¢h9tgas - Underloverl piud¢l ploryS TNÈieÉs Cosls - lEal3 ReuMe[BIlQnThI MaDaying 5,740 2,250 B,995 1.9 14&1S 13,187 7.362 97 DIr0rAr In8ur8[e Inlu[mIn CommlEi 1,780 40 38.884 £ 34,199 beteenchéthal1v y4Vi&S 28,884 l Jupwrt 9ov¢rAnt•cosL8are4toc¢dlth•dth0 aGli¥iI¥dgTrI mawng 13 GK4NTS PAYABLE R•sr¢h F¢llos¥6hlp$ Roya1 Coll•g¢o15uigEDn$-OAlord 35.25fj PostGraduate C•ntN• BJ.000 7,012 Facully Df Lgodwehlp &M8nagpmp Sandw9118 harn Royal CD11ege4fpaethalrfcs & Chdd Heth¢e Royd Colleg• olObEldfflu&GynapwIow WI11 HealhGÈte E&$iL4ncaslSM NHS 113.6401 25.OOQ 260.000 272,OQD 61101J E %4 DIRECTORS REMUNERATON APIDEXPENSES ThD char9e4 ul£O120L £F,352llorlaffl GDslen, as ManèllngT19s.WoIB ewednn81lY Dlreuus meI9s. FramApnl 2022 F4¢h3rd Minei bEB&TnEthp Ms91ng Trusla•lsio te 151. Tho #1 8m¢uDiolDlrecwrexppnue5 duOn9 Inèy8arwd&È2.111 12022 £9761. E%pÉn£asare pald pmflYt¢ r&Thr5ethe re¢l01$fo1 thr%paSes TarallEndsfvJ companymlInES IhEQPEnirtg ol wol@S SUPPQMd byDCC. VE[222..3? Dlie¢iOrswarai8lmbued 15 TRAN5ACnONS MTH RELATED PARnES John PBÉn%iStn$ w0p¢10rDlj DPBar8hel Con6ulkgni$whohay65GIEd E$th$ ChBdiss n[al ageDL%gkK8 Jun¢ 2Q2Q. Thefees payableoJ D P¢ws ¢Dn$tsnl¥ Bmounti¢E7,41012022. £5.9151 R1¢hO Mlnerlsa shar8h0ldaidthrtS olEDtJrws•FDLtdand f¢oS payJtyÉ l¢Ent&r?FD Ltdf41 mw1n9 Itusts?S8tCe&0f Mingremounied lo£13,fjB712022.'£0) IS EpnpLOYEE8 Thelswgre M ornylayeeyduring itL¢yeorl2022TIII 17 FINANCIALCOMMITMENTS Al lh¢ bOnC shpel dalethÈrt der•lhreègranlcommiimerts IhaihaveD'lbEen Bccrupd Inlhe sialemeni$, rnlaUn9 low0C1S Ih&l hBdn'i¢ommgnB•d b¥tr yearEnd ot£JBI,ODtskn t11(2021. Enll) 18 RECONCIUATION OF NEfMOVEMENT IN FUNDSTO NEf¢ASHFLOWFROM OPERAnNGACTNlnE8 Toi41 Net moveMein Iwd8 IE45,sr> 3,202.547 diwdendand inlEre5lincom•, rent. r1llY andaSaW1nOMe shownlnlnvpsnU Lv¥se51lGqln$ltn dlsposl ollnve5knenlJ Add bark I9*$11{9nSl Dn Iixed leaiTr5VLDB5e5 on fix¢da5sgi property (loca52)Idettea$01ThdtsbtorS Incr•4%olldecreasel Inctethlolts 43.890 22,416 750.000 4.969 494.681 II$S.3551 P.B90.OQOI 53,907 53,080 230,9