Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 Company Registration Number- 08391977 (Limited by guarantee) For the ear ended 31st March 2024 Irwin Mitchell LLP Thomas Eggar House Friary Lane Chichester P019 1UF Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 Re istered Chari N￿1151139 AA Annual report Independent Auditors Report 10 Balan￿ Sheet Statement of Financial Activities 12 Statement of Cash Flows 1>18 Notes to Financial Ststements Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 DIRECTORS. REPORT For the year ended 31st March 2024 Full name of Charity: Dinwoodie Charitable Company Nature of governing document: Memorandum and Articles of Association dated 7 February 2013 Company Number: 08391977 Directors (and Charity Trustees): Ian Michael Goalen FCA (Chairman) Elizabeth Ann Hughes MBE FRCP John Pears FRICS, FIMMM, CEng, FIQ Richard John Miner FCA Christine Hall MB ChB, FRCS, Chm Registered Office: c/0 Irwin Mitchell LLP, Riverside East, 2 Millsands, Sheffield, South Yorkshire, S3 8DT Principle address: 10 Ashfern Drive, Sutton Coldfield, B76 IJD Banker: Barclays Bank Plc, 74175 East Street Chichester, West Sussex, P019 IHR Solicitors: Knight5, The Brampton, Newcastle-Under-Lyme, Staffordshire, ST5 OQN Irwin Mitchell LLP, Riverside East, 2 Millsands, Sheffield, South Yorkshire, S3 8DT Auditors: Sumer Audit, Piper House, 4 Dukes Court, Bognor Road, Chichester, West Sussex P019 8 FX Investment Managers: Quilter Cheviot. Two Snowhill, Birmingham, B4 6GA Mineral Agent: John D Pears, Mineral Consultant, Brelades, Peacock Lane, Hanchurch, Stoke on Trent, ST4 8ZR Operating Restrictions: Charitable objects according to the Law of England Specific investment powers= Wide unrestricted powers are given to the Directors Dinwoodie Charitable Company ("DCC-) is a company limited by guarantee. It commenced charitable activities on 5th April 2013, taking over the artivities from the Dinwoodie 1968 Settlement, a registered charitable trust (number 255495). None of the Directors has any beneficial interest in the company. All directors are members of the company and guarantee to contribute £1 in the event of a winding up. Charity Governance Code The directors are mindful of the seven principles of the Charity Governance Code and set out in the following paragraphs the approach adopted by the Directors in running the Charity. Further information relating to the Charity may be found on the website www. inw GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 Grant making policy: The Directors endeavour to be pro-artive in pursuing the principal objective of the Charity which is to improve the provision of medical and healthcare education and training. More specifically the Directors have looked to encourage the further education of doctors and their teams and by funding research into novel education techniques and strategies. While many of our successful collaborations have involved the provision of educational infrastructure, we are keen to interpret our aims flexibly and to support innovative projects that address gaps in education or approaches to patient care that do not yet attratt mainstream funding and that we identify as potential best practice for the future. Projects should be seen as potentially scaleable at regional, national or international level, with patient benefit as a likely outcome. Funding will normally be on a matched basis to demonstrate commitment from the organisation applying. Our contributions are typically in the range of £50,000 to £lm. Ou r current priorities and interests indude: Innovation in educational technology and processes. It is likely that this will be at the level of "proof of concept" All aspects of medical professionalism and leadership Patient and Clinician education and communication, including in the area of shared decision making Projects related to new models of care Factors which will help to attrart funding include-. Sustainabilityi both in terms of the project itself (i.e. the ability to provide for futu re operating costs etc) and the organisation backing it (i.e. that standards of care, finance and the backing of leadership are appropriate) 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 potential users; this may require the actual or possible future alignment with the strategy of the NHS or other umbrella organisation Measurable benefits to patients and a commitment to provide this information to the Charity after implementation The charity is less likely to fund: Basic scientific research unless related to medical education The "on-costs" of infrastructure projerts (maintenance, refurbishment, replacement, and salaries other than for directly relating to project management) Undergraduate education (although consideration might be given to innovative proposals from new medical schools) Projects in vulnerable institutions unle55 these are part of an agreed turn-around process The board of Directors have paid due regards to guidance issued by the Charity Commission on public benefit. The impact of the Covid 19 Pandemic 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 applications, 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 following awards. No awards in excess of £IOO,000 were paid out during the year. Subsequent to the year end significant awards have been made to Cicely Saunders International for £509,000, the University of Hertfordshire for £258,000 and the Brain and Spine Foundation for £473,000. In addition, payment towards equipment in the simulation equipment at East Lancashire NHS Trust for £272,000 was paid GA: 5134938 1 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 out. Financial review and investment policy: The Charity has the benefit of income from its existing assets and the Directors are seeking additional sources of income that would enable them to extend the level of grants made. This review is based on figures for the year ended 31st March 2024 with comparisons with the year to 31st March 2023. The Charity's existing assets fall into three main categories-_ Investment Properties freehold land in Staffordshire with major mineral rights from a bequest made by the Dinwoodie family A managed portfolio of investments Cash The Directors, responsibilities with regard to each are outlined below. Inv The Directors meet annually in Staffordshire with their 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 deposits in Europe. TM excavates the minerals under a permission from staffordshire County Council ("SCC"). A consolidating Section 106 Agreement was signed on 23 August 2023 and which included work in the Northern Extension. The current permission therefore covers an area of Croxden Quarry comprising DCC land (excluding Coneydale Farm) and adjoining land owned by TM. A conditional part of the SCC permit sets out the restoration obligations of TM within the Quarry. The lease provides for an extension to the 40yearterm should TM determine that mineral reserves still remain. Following the end of the year, the Croxden quarry was revalued by Halletec Environmental Ltd, Chartered Surveyors at £3,950,000 (2023.. £3,150,000) taking account of the values of its projected outputs and reserves for the foreseeable future from freehold land owned by the charity as well as additional royalty payments due on the extraction of minerals from adjoining land owned by Tarmac, together with planning permissions either obtained or pending. Following the end of the year, Coneydale Farm was revalued by Bagshaws, Chartered Surveyors at a market value of £275,000 (2023- historical agricultural land value of £610,000) absent any value attributable to its mines and minerals, due to a lease, and therefore which are already included within the value of the quarry. In both cases, in the opinion of the directors, the valuations reflect the fair value of the investment properties at 31 March 2024 and 31 March 2023. ii) Croxden Quarry Rent and Royalties Under the terms of the Croxden Lease, royalties are payable on mineral tonnes sold during each year to 30th June. Minerals are currently being extracted from land owned by TM and DCC. Royalties on minerals extracted from the Charity's freehold land are higher than those payable on extrartions from the TM land. There is provision 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 in advance on 1st July, and is subject to annual indexation based on the Retail Price Index ("RPI"). The tenant has to provide details of its sales at the end of each calendar quarter. Payment of any royalties on accumulated sales in excess of the Certain Rent are due in the following month. The Certain Rent effective 1st July 2024 is £382,736 (year ended 31 March 2024 - £371,731). GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 Despite the Covid 19 Pandemic, Tarmac have continued to operate from the quarry however sales in the year ended 30th June 2024 {TM work to a different year) was 399k tonnes. Shortfalls can be recovered from any royalties due over and above the Certain Rent in the 3 years following their occurrence. iii) Coneydale Farm Lease Coneydale Farm has potential reserves for future gravel extraction. It is 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. Rents may be subject to a review every three years- subject to one year's prior notice. The last review was effective from March 2017. Since the year end, a new Farm Business Tenancy was agreed and has been signed subsequent to the year end at a slightly increased rent. There are no restrictions on the Charity's power to invest. Since the beginning of January 2023, the portfolio has been managed by Quilter Cheviot (who took over from Atomos) on a discretionary basis. The portfolio is almost exclusively invested in equities, directly or indirectly via collettive fund vehicles. The investment policy agreed by the Directors, which is reviewed annually, is one of capital growth with a moderate level of risk. The Charity accepts a 5 year investment horizon in keeping with the medium to long term nature of equity investment. An appropriate benchmark has been agreed with the investment managers for measuring the performance of the portfolio. Dirertors determine an annual budget for income from the portfolio at their autumn meeting following consultation with the investment manager. In addition to a valuation at the end of the financial year, the investment manager provides the Directors with a valuation and formal review every six months as at the end of March and December, with three month summary reports in the intervening periods. The half yearly reports are considered at the half yearly Directors, meetings. At 31st March 2024 the portfolio of investments based on middle market had a value of £2,669k (2023 £2,314k). The capital value of the portfolio thus increased in the financial year by £354k (2023 - decrease £14k). The portfolio produced investment income, net of tax, for the year to 31st March 2024 of £48k (2023- £51k). This represented an overall yield of 1.800/0 (2023 - 2.210/0) based on the mean value of investments at the beginning and end of the financial year. Changes in cash levels are largely dictated by the incidence of charitable grant payments. The cash balance at 31st March 2024 was £2,493,704 compared with £2,006,987 a year eadier, a rise of £486,717. The cash funds are under the supervision of the Charity's administrators, the Trust Department at Irwin MItchell. They advise on the placement of the cash at appropriate interest rates. Subsequent to the year end, some of the Charity's cash holdings have been placed on deposit with the Flagstone "platform" a facility that offers higher rates of interest. Organisation The Directors also act as Trustees of the Charity. Since the activation of the Trust in 1971, the Trustees have been drawn from qualified professional and medical backgrounds. When a vacancy occurs individuals are approached to offer themselves for election. The composition of the Board is diverse and set to mirror the needs of the Charity and consists of individuals with skills in either the medical, financial, or mineral extraction sectors. Prospective Directors are given an induction and taken on a tour of the Charity's property assets, Croxden Quarry and Coneydale Farm, meet informally some or all of the Directors and attend at least one Board Meeting before election. Formal Directors, meetings take place regularfy twice a year, in the Spring and Autumn, and otherwise as appropriate to review grant applications. The Direttors maintain contact with each other between meetings GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 as necessary. The annual meeting, held before the Autumn Directors. meeting, takes place on site at Croxden Quarry, the principal source of the Charity's income. Active management of the Charity's affairs is delegated to a part time Managing Trustee who is remunerated on an hourly basis. The responsibilities include, inter alia, liaison with and review of the activities of the professional advisors managing the Charity's assets, approval of expenditure, formalising the terms of charitable grants, and overseeing charitable and corporate governance. A sub-group composed of the Directors with medical qualifications initially evaluate grant applications made to the Charity. Visits are arranged to sites potentially qualifying for support and then, if appropriate, a written commitment made setting out the agreed conditions induding any time limits. Information with regard to Related Parties is disdosed in Note 15 to the Accounts for the year ended 31 March 2024. Reserves policy: It is the policy of the Charity to maintain sufficient cash funds to meet its anticipated expenditure on charitable grants. Operating expenditure is kept to a minimum to maximise our income being used for charitable activities. Risk management: The Dirertors have assessed the major risks to which the charity is exposed,and are satisfied that systems are in place to mitigate exposure to the major risks. The Charity has in place insurance cover up to £2million, through Aviva Insurance Limited, in respect of Trustees and Individual Liability Professional Legal Liability Future Plans The Directors plan to continue to recyde cash funds, in excess of the Charity's requirements to meet charitable 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 to enable it to expand the level of grants awarded. Directors. responsibilities in relation to the financial statements and audit disclosure: Law applicable to charities in England and Wales requires the Trustees, who are also Directors of DCC for the purposes of company law, to prepare financial statements for each financial period which give a true and fair view of the Charity's financial activities during the period and of its financial position at the end of the period. In preparing those financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent" state whether applicable accounting standards and statements of recommended practice have been followed subject to any departures disclosed and explained in the financial statements; prepare the financial statements on the going concem basis unless it is inappropriate to presume that the charity will continue in business- and observe the methods and principles in the Charities SORP. The Directors are responsible for ensuring that accounting records are kept which disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities Act 2011 and the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Each of the directors has confirmed that there is no information of which they are aware which is relevant to the audit, but of which the auditor is unaware. They have further confirmed that they have taken appropriate steps to identify such relevant information and to establish that the auditors are aware of such information. GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 IAth I.M. Goalen R.J.Miner 20 December 2024 Dated GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 Page 7 DINWOODIE CHARITABLE COMPANY INDEPENDENT AUDITORS. REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY Opinion We have audited the financial ststements of the Dinwoodie Charitatle Company (the 'charity') for the year ended 31 March 2024 which comprise the statement of financial activities, Ihe balan￿ sheet, the cashflow statement, and the notes to Ihe financial stalemenls. induding a summary of significant accounling poliaes. The financial reporting framework that has been aprAied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporling Slandard 102 The Financial Repoknng Standanl applicable in the UK and Republic of Ireland {United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements= give a true and fair view of the state of the charity's affairs as at 31 March 2024 and of its incoming reSoUr￿S and application of resour￿S, for the year then ended., have been propetly prepared in accordance with United Kingdom Generally A￿pted Accounting Practice; and have been prepared in accordance viith the requirements of the Companies Act 20CE. Basis for opinion We conducted our audit in accordan￿ with Intemational Standards on Auditing (UK) (ISAS (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditorfs responsibilities for the audit of the accounts section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, induding the FRC'S Ethical Standard, and we have fulfilled our other ethica responsibilities in accordan￿ with these requirement& We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Condusions relating to going concern In auditing the financial statements. we have conduded that the Trustees, use of the going con￿￿ basis of accounting in the preparation of the financial slalemenls is appropriate. Based on the work we have perfomed, we have not identified any malerial uncertainties relaling to events or conditions that, individually or collectively, may cast significant doubt on the charity's ability to continue as a going concem for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsiblities of the Trustees with resped to going con￿￿ are described in the relevant sections of this reporL Other inforniation The other information comprises the infomialion induded in the annual report other than Ihe financial statements and our auditor's report thereon. The Trustees are responsiL4e for the other information contained within the annual report. Our opinion on the financial slatemenls does not cover the other infomiation and we do not express any form of assurance condusion thereon. Our responsibility is to read the other infonnats'on and, in doing so, consider whether the other information is materially inconsislenl with the financia stalements or our kno￿edge oblained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a materia misslatement in the financial statements themselves. If, based on the work we have performed, we condude that there is a material misstatement of this other information, we are required to report that facL We have nothing to report in this regard. Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 Page 8 DINWOODIE CHARITABLE COMPANY INDEPENDENT AUDITORS. REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY Matters on which we are required to report by exception We have nothing to report in respecl of the following matters in relation to which the Charities (Accounts and Reports} Regulations 2008 require us to report to you if. in our opinion.. the information given in the financial statements is inconsistent in any material respect with the trustees, report., or sufficient accounting records have nol been kept; or the financial stalemenls are nol in agreement with the accounting records,- or we have not re￿iVed all the information and exF4anations we require for our audiL Responsibilities of trustees As explained more fully in the statement of trustees. responsibilities, the trustees are responsible for the preparation of the financial statements and for being satisfied that they give a Irue and fair view, and for such internal control as Ihe trustees determine is necessary to enaNe the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the trustees are responsible for assessing the charity's ability to continue as a going concern, disdosing, as apF4icable, matters related to going concem and using the going concem basis of accounting unless the trustees either intend to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements We have been appointed as audilors under section 144 of the Charities Act 2011 and report in accordance with the Acl and relevanl regulations made under section 154 of that ACL Our objectives are to obtain reasonatAe assurance about whether the finanryal ststements as a whole are free from material misstatement. whether due to fraud or error, and to issue an auditorfs report that indudes our opinion. ReasonaFAe assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAS (UK) will always deted a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregale, they codd reasonably be expected to Influen￿ the economic decisions of users taken on the basis of these financial statements. Identification and assessment of irregularities including fraud Irregularities, induding fraud, are instances of n0￿Complian￿ wilh laws and regulations. We design procedures in line with our responsibilities, outlined above. to detect material misstatements in respect of irregularities, induding fraud. The extent to which our prO￿dureS are capable of detecting irregulartlies. induding fraud. is detailed below. In identifying and assessing risks of materia misstatement in respect of irregulartties. induding fraud and non-compliance with laws and regulations, our procedures induded the following= Obtaining an understanding of the legal and regulatory framework that Ihe company operates in. focusing on Ihose laws and regulations that had a direct effect on the finanaal statements and operations,. Obtaining an understanding of the company's pdicies and prO￿dureS on fraud risks, induding knowledge of any actual, suspected or alleged fraud- and Discussing among the engagement team how and where fraud might occur in the financial stslemenls and any potential Indi￿lOrS of fraud through our knowledge and understanding of the company and our sector-specific experience. As a result of Ihese procedures, we considered Ihe opportuntties and in￿ntiveS that may exisl wilhin the company for fraud. We are also required to perform speafic procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likdy to have an impact on the financi8J statements.. health & safety, employment law and com ￿lance with the UK Companies Act. Auditor response to the risk of irregularities including fraud In addition to the above. our prO￿dureS to respond to risks identified induded the following= Making enquiries of management about any known or suspected InStsn￿$ of nOn-com￿lan￿ wrth laws and regulations and fraud.. Challenging assumptions and judgements made by management in their significant accounting estimates., and GA.. 6672023 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 Page 9 DINWOODIE CHARITABLE COMPANY INDEPENDENT AUDITORS. REPORT TO THE TRUSTEES OF DINWOODIE CHARITABLE COMPANY Auditing the risk of management override of contrds. induding through testing joumal entries and other adjustments for approprialenes& Due to the inherent limitations of an audit. there is an unavoidatle risk that some material misstatements in the financial statements may not be detected, even though the audit is properly tjanned and perfomied in accordance with the ISAS (UK). For instance, the further removed noTrcomFliance is from the events and transactions reflected in the financi slatements, the less likely the auditor is to become aware of it or to recognise the non-compliance. Conclusions regarding the risks of irregularities including fraud There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would becorne aware of nOr￿comPlIan￿. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. We considered our audit was capaÈ4e of detecting i￿egUlaritieS due to= the effectiveness of the entity's inlernal contrcls.. the nature, timing and extent of audit procedures performed.. and the absence of contradictory eviden A fvrther description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at= http.'Ilwww.frc.org.uklauditorsresponsibilities. This description forms part of our auditor's report. Use of our report This report is made scAely to the charity's trustees. as a body, in accordan￿ with part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might stale to the charity's trustees those matters we are required to state to them in an auditors. report and for no other purpose. To the fullest exlenl permitted by law, we do nol accept or assume responsibility to anyone other than the charity and the charity s trustees as a body. for our audit work. for this report. or for the opinions we have formed. Jordan Abbott Bsc ACA for and on behalf of SumerAudit 2411212024 Chartered Accountsnts statutory Auditor Dated Piper House 4 Dukes Court Bognor Road Chichester West Sussex P019 8FX Sumer Audit is a trading name of Sumer Auditco Limited a nd is eligitle for appointment as auditor of the charity by virtue of its eligibility for appointment as auditor of a company under of section 1212 of the Companies Act 2006 GA.. 6672023 1 **Docusign Envelope ID: D840E453-5A0F-4A6C-9798-820A22A150C3** **10** ## **DI Y** ~~[Registered] Charity No.1151139 **B11l11oc11 §bHt ll!i 11 3W Mll[Cb 2024** ||Note|||2024|||| |---|---|---|---|---|---|---|---| |**Fixed Assets**|Note|||2024|||**l!!ll**| |**Investment Properties at value**|**3**||||||| |**Land at Croxden Quarry**||**3,950,000**|||**3,150,000**||| |**Coneydale Farm**||**275,000**|||**610,000**||| |||**4,225,000**|||**3,760,000**||| |**Investments at value**|**4**|**2,668,663**|||**2,313,724**||| |||||**6,893,663**|||**6,073,724**| |||||**6,893,663**|||**6,073,724**| |**Current Assets**|||||||| |**Debtors**|**6**|**6,948**|||**88,069**||| |**Cash at bank and in hand**|**7**|**2,493,704**|||**2,006,987**||| |||**2,500,652**|||**2,095,056**||| |**Liabilities falling due within one year**|||||||| |**Creditors**|**8**|**535,904**|||**679,331**||| |**Net Current Assets**||||**1,964,747**|||**1,415,725**| |**Total Assets less Current Liabilities**|||**£**|**8,858,410**||**£**|**7,489,449**| |**Fund Balance**|||||||| |**Unrestricted**|||**£**|**8,858,410**||**£**|**7,489,449**| **The company is entitled to the exemption from the audit requirement contained in section 477 of the Companies Act 2006, for the year ended 31 March 2024, although an audit has been carried out under section 144 of the Charities Act 2011. No member of the company has deposited a notice, pursuant to section 476, requiring an audit of these financial statements under the requirements of the Companies Act 2006.** **The trustees acknowledge their responsibilities for ensuring that the charity keeps accounting records which comply with section 386 of the Act and for preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its incoming resources and application of resources, induding its income and expenditure, for the financial year in accordance with the requirements of section 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to accounts, so far as applicable to the company** **These financial statements have been prepared in accordance with the provi** **The financial statements were approved by the Board of Directors on ............** **ject to the small companies' regime** **d signed on its behalf by** ## **Company Registration No. 08391977** **Ian Goalen Director The notes on pages 13 to 18 form part of these accounts.** **Richard Miner Director** **Docusign Envelope ID: D840E453-5A0F-4A6C-9798-820A22A150C3** **11** ## **DINWO DIE CHARIJABLE COMPANY Registered Charity No.1151139** |**Statement of Financial Activities for the year ended 31st March 2024**|**Statement of Financial Activities for the year ended 31st March 2024**|**Statement of Financial Activities for the year ended 31st March 2024**||| |---|---|---|---|---| |**(Including Income and Expenditure Account)**
I||||| |**INCOME & EXPENDITURE**|Note|**_llli_**||**2023**
~~—~~| |**Incoming Resources**||||| |**Investments**|**9**|**663,014**||**644,099**| |**Total Incoming Resources**||**663,014**||**644,099**| |**Resources expended**
i||||| |**Raising funds**|**10**|**(26,858)**||**(32,836)**| |**Charitable Activities**|**11**|**(45,645)**||**(650,677)**| |**Total Resources Expended**||**(72,503)**||**(683,513)**| |**Net gains/(losses) on investments**||||| |**Realised gains/(losses) on disposal of fixed asset investments**||**27,786**||**(43,690)**| |**Gains/(Losses) on revaluation of fixed asset investments**|**4**|**292,689**||**(11,041)**| |**Gains/(Losses) on revaluation of fixed asset property**
|||**465,000**||**(750,000)**| |**Foreign Exchange adjustment**||**{7,026)**||**{1,392)**| |**Net income/(expenditure)**||**1,368,951**||**(845,537)**| |**Balance brought forward**
**Fund Balance**
|
:
:|**£**|**7,489,449**
**£**
**8,858,410**
eT|**£**|**8,334,986**
**£**
**7,489,449**
ee| |**The Charity has no recognised gains or losses other than those dealt with in the Statement of Financial Activities.**
-|**The Charity has no recognised gains or losses other than those dealt with in the Statement of Financial Activities.**|||| |**The notes on pages 13 to 18 form part of these accounts,**||||| **The statement of financial activities also complies with the requirements for an income and expenditure accounts under the Companies Act 2006** Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 39 RESTATED rot4 yearended Total year ended Net ca8h used in operating activities 18 134.808 183.%3 Cash Ilows In¥esting acti¥ities.'- InlÈre$l Rents Roy*ie5 W8Oe8ves Purchase of inv&stments Proceeds frotn sae of investtnentS Net cash provlded by Investyng a¢￿VItIES 127.862 8.71X) 520.630 48.736 537.792 11.123.915> 1.088.182 621.525 1941,1541 948.804 fQ2.207 Chang8 in cash and cash equivalonts in year 486.717 418.244 Cash brwjhl forward Cash carried forward 2.(￿.987 2.493.7D4 £ 1.588.742 2.1Th.987 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 13 24 1 ACCOUNTING POLICIES The Dinwoodie Charitable Company is an incorporated charity. limited by guarantee, registered in England and Wales, company number 08391977 and charity number 1151139. The registered address is clo Irwin Mitchell LLP, Riverside East, 2 Millsands, Sheffield, South Yorkshire. S3 8DT 1.1 ACCOUNTING CONVENTION These accounts have been prepared in accordance with "Accounting and Reporting by Charities" the Statement of Recommended Practi￿ for charities applying the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), Companies Act 2006 and UK Generally Accepted Accounb'ng Practice as it applies from 1 January 2019. The charity is a Public Benefit Entity as defined by FRS 102. The accounts are prepared in sterling, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest The accounts have been prepared on the historical cost convention modified for the revaluation of investments. The principal accounting policies adopted are set out below. 1.2 GOING CONCERN At the time of approving the accounts, the trustees have reasonable expectstion that the charity has adequate resources to continue in operational existen￿ for the foreseeable future. Thus the trustees, continue to adopt the going concern basis of accounting in preparation of the accounts. 1.3 CHARITABLE FUNDS & FUND ACCOUNTING Unrestricted funds are available for use at the discretion of the trustees in furtherance of their charitable objectives unless the funds have been designated for other purposes. 1.4 INVESTMENTS AND INVESTMENT INCOME Incoming resources includes investment income, which is recognised when the charity has a legal right to the income. The gain or loss arising on the disposal of an asset is detemined as the difference between the sale proceeds and the fair value at the beginning of the reporting period of the asset, and is recognised in net incomel(expenditure) for the year. All investments are ststed at fair value and the movement shown comprises both realised and unrealised gains and losses. Realised gains or losses arising on the disposal of investments (together with provisions for diminution in value), are credited or debited to the Statement of Financial Activities, and subsequenlly transferred to Unrestricted Funds. Investment properties are stated at fair value at each balance sheet date with any change in fair value being reported through the income and expenditure account. Independent professional valuations are carried out as often as deemed appropriate by the directors to ensure that the asset is recorded at fair value. The properties were last valued by independent professionals at 31 March 2024. The Directors carry out a calculation each year to reflect the wasting asset to ensure that it is carried at fair value. 1.5 ROYALTY INCOME The investment land at Croxden Quarry is tenanted by Lafarge Tarmac Limited under an agreement dated 16 November 1990. The tenancy terms provide for a royalty on every tonne of mineral extracted from within the Quarry but with a minimum annual prepayment, referred to as'certain rent. equal to the royalties due on the first 500,000 tonnes. The Certain Rent is due on 1 July each year. Royalties are adjustable upwards annually to GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 14 match any increase in the Retail Price Inde Royalties are computed on sale, that is minerals taken out of the Quarry. Vlffien the total of royalties earned ex￿ed the Certain Rent, the additional royalties are determined quarterly and payable in the following month. If the total of royalties earned falls short of the Certain Rent, the shortfall is offset against additional royalties payable in the subsequent three years. In the year to 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 Financial Activities when received. Any subsequent Royalty instalments are treated on an accrual basis and are recognised in the accounts when they become receivable. 1.6 CHARITABLE ACTIVITIES The cost of charitable activities consists of grants made. A grant towards a postgraduate medical centre project is charged fully to expenditure in the accounting year of the project commencemenL A grant on a project which has not commenced before the accounting year end is induded as a commitment. Grants in respect of research fellowships are charged in the accounting period in which they accrue. In accordance with the SORP, this best reflects the timing of the obligations created by the charity to provide grant payments. 1.7 COST OF GENERATING FUNDS The cost of generating funds consists of investment management fees, mineral agents, fees and quarry and farm management costs. 1.8 GOVERNANCE COSTS Governance costs comprise all costs involving the public accountability of the charity and its compliance with regulation and good practice. These costs indude costs related to statutory audit and legal fees together with other overhead and support cost& 1.9 CASH AND CASH EQUIVALENTS Cash and cash equivalents indude deposits held at call with banks. 1.10 FINANCIAL INSTRUMENTS The charity has elected to apply the provisions of Section 11 "Basic Financial Instruments" and section 12 "Other Financial Instruments Issues" of FRS 102 to all of its financial instrumen Financial instruments are recognised in the charity's balan￿ sheet when the charity becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial ststements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which indudes debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interesL Financial assets classified as receivable within one year are not amortised. Investments are valued at fair value through income and expenditure. Impairment of financial assets Financial assets are assessed for indicators of impaiment at each reporting date. Financial assets are impaired where there is objective evidence that, as a result one or more events that occurred after the initial recognition of GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 DINWOODIE CHARITABLE COMPANY Registered Charity No 1151139 15 the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference be￿een the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in net incomel(expenditure) for the year. If there is a decrease in the impaimient loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment previously been recognised. The impairment reversal is recognised in net incomel(expenditure) for the year. Basic financial liabilities Basic financial liabilities, induding trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interesL Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Accounts payable are dassed as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction pri￿ and subsequently measured at amortised cost using the effective interest method. Derecognition of financial liabilities Financial liabilities are derecognised when the charity's contractual obligations expire or are discharged or cancelled. Restatement The 2023 cash flow on page 12 of the financial statements was restated to remove the cash in the investment portfolio and to reflect the cash held in the bank accounts only. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the application of the charity's accounting policies, the trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant Actual results may differ from these estimates. The estimates and underfying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key Sources of Estimation Uncertainty Fair value measurements Certain assets are measured at fair value with gains and losses being recognised in the statement of financial activity- In estimating the fair value of those assets, the charity uses third paty qualified valuers and other valuation techniques. GA: 5134938 1 Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 16 DINWOODIE CHARITABLE COMPANY Ch 11 Notes to the Accounts for the ear ended 31st March 2024 3 HXED ASSET - INVESTMENT PROPERTIES Following the end of the year, the Croxden quary was revalued by Halletec Environmental Ltd, Chartered Surveyors at £3,950,00012023'. £3,150,000) taking account of the values of its projected outputs and reserves for the foreseeable future from freehold land owned by the charity as well as additiona royalty paymenls due on the extraction of minerals from adjoining land owned by Tamac, logether with ￿annIng pemiissions either obtained or pending. Following the end of the year, Coneydale Fami was revalued by Bagshaws, Chartered Surveyors at a market value of £275,00012023'. historical agricultural land value of £610,000) absent any value attributat4e to its mines and Tninerajs, due to a lease, and therefore which are already induded wthin Ihe value of Ihe quary. In bolh cases, in the opinion of the directors, Ihe valuations reflect the fair value of the investment properbes at 31 March 2024 and 31 March 2023. Valuation As at 1 April 2023 Tolal 3,760,000 3,150.000 610,000 Fair Value Adjustment 800.(K)O (335,0001 465,000 Fair value carried forward 3,950,000 275,000 4,225,000 4 FIXED ASSET - INVESTMENTS 2024 2023 Quoted investments Market value 1 st April 2.313.724 2,327,956 Additions at cost IncreasellDecreasel on portfolio cash Disposals Net Gainl{Lossl unrealised 1.124.206 {1.5621 11,060.3951 292,689 2.668.662 £ 941,506 47,797 {992,4941 111,0411 2,313,724 Investments Cash held in portfdio for reinvestment 2.586.976 81.687 2.668.663 £ 2,230,475 83,249 2,313,724 Historic cost 2.248.994 £ 2,191,855 There were no investments representing greater Ihan 5 % of the tX)rtfcAio by market vaue & FINANCIAL INSTRUMENTS Car in amount of financial assets Quoted investments measured at fair value £2,586,97612023'. £2,230,475) Investment properbes measured at fair value in 2024.. £3.760.000 (2023: £3,760.0001 6 DEBTORS Other debtors - Wayleave H M Revenue & Customs Prepaid Insuran Croxden Licence FeelRoyalties Forestry land at Croxden Coneydale Farm Dividends due Bank inlerest receivatAe 66 66 298 318 68,479 318 4,000 2,563 12,000 6,908 88,069 6,948 £ Docusign Envelope ID.. D840E45>5AOF4A6C-9798-820A22A150C3 17 DI ARI istered Chari MP No.1151139 Notes to Ihe Accounts for the ear ended 31st March 2024 2024 2023 7 CASH Bank Accounts Inlerest bearing deposit accounts 2.493.704 2,006,987 8 CREDITORS Other creditors Trust Administration fees Managing Trustee Remuneration Audit fees HM Revenue & Customs Mineral & Land Agent.. Normal SanlamlAlomos UK LimitedlQuilter Cheviot Kings College Walsall Healthcare East Lancashire Hospital NHS Trust Faculty of Pharmaceutical Medicine 2,825 6,558 2,250 7.400 2.500 616 3,389 1,480 2,118 83,000 250,000 272,000 59,100 679,331 250.000 272,000 535,904 £ 9 INVESTMENT INCOME Dividend income from listed investments Inet} Net Cash received Recoverable Tax Dividends due Gross bank and other interest Gross renls re Coneydale Farm (net of expenses) Forestry land at Croxden Gross Royalty Income from land at Croxden (note 1.51 Gross Wayleave income 47.667 14 46,967 133 4,081 47,097 81,937 8.000 700 524,630 66 663,014 £ 7,263 700 537,792 66 644,099 10 RAJSING FUNDS Mineral Agents, fees John D Pears Mineral Consultancy Limited Quarry and Farm Management'.- Halletec Environmental Knights Professional ser￿￿s Ltd Investment management fees SanlamlAtomos UK LimitedlQuilter Cheviot 7,864 7,490 2.280 5.960 6,635 7,356 10.754 26.858 £ 11,355 32,836 18 LYNWOODIE CHARITABLE COMPANY istered Chari No.1151139 Notss to the Accounts for the earended 315t March 2D24 Note 2024 11 CHARITABLEACTMTIES Grants payable (Dots 131 10.935 612.013 Share of GO¥￿n3￿￿ Cosi (note 121 34709 650 677 12 GOVERNANCE COSTS (INCL VATI Legal and wofes510nal fees Trust Adn7in15tralion Legal Auditors <*arges - Under loverl provi 612.013 10.935 £ The spend by Kirw Cdleoe and Fa￿lty of PharMaCa￿c￿ Meditinewas ICA￿ an￿￿pai& T￿l￿r￿j ina ￿lIe In the ygarerthd 31 Marth 2024. 14 DIRECTORS REMUNERATION AND EXPENSES Under the terms of the Memorandurn and Ariides ofAsswation directors may &)ter inkna CCfitr*fortrÈ ￿ppty of sgrvices in aG￿r￿a￿9 Wrth sedions oflhe Chwthes Ad2011. The charges of £17.451 12023 £13.1871 for Rithard Miner. as Managing TruS￿e *ere re¥ie*Edannually Direciors meetings Richard Miner inYOitsS his Iirne ￿ Enterpnse FD Lirnited. The ￿tal amount of Diredor expenses dufino the yearwas £19912023£2.1111. Exp￿tse$ ￿e ￿ld rrfimarity 10 reimburse the Directorsfor Iheir eywses for a￿￿lff￿J Cornpany meebrv¥ openiro ofrycyts supporied by DCC. Two12023'51 Directorswere reIMt￿rs￿. 15 TRANSACnONS TrMTH RELATED PARTIES John Pears Is the proprieior ofj D Pears Mineral Consulta)ts%thD have ￿ted as Charitys rnirEra awts sr June 2020. The wyatrAe to J D Pears Mineral Consulta)ts arr￿ni ￿ £7.86412023. £7.4￿)). AitrÈy&irend the baLqnce outsiaThliro was £3,38912023.£1.4801. Richard MIDgr is a sharehdder and dire&orof Entstwise FD and 1995 payawe lo Entetwse FD Ltd for tnatwing I￿Stee service5 of Ridbard Miner arnounled lo £15.880 IITK4 VATI {2U23."£13.187 Irx4 VATI. At the year&vJ the b&Lqnce outsiarKliw was £7,40012023. £1.4801 16 EMPLOYEES Therewgre M employees dunng Ihe year12023 Dill 17 FINANUAL COMMITMENTS Atthe balance she* d*e thereWe￿ six grant commrfrnpnlslhal havoYI been ￿L￿d in the finanLial state[r￿￿ts. relating to projects that hadn't CLvnfflenced by the year end of £1.771.2TT in lotsl12023 £381 WO). There Is no obligation forlhe trustees lo makeihese payrnents. 18 RECONCILL4TKIN OF NE[ MOVEMENT N FUNDS TO NE[ CASHFLOW FROM OPERAMNG ACTMllES Tot le 20Z4 1.￿.955 Totat 2023 1845.537} Nel movement In funds [￿UCt dividend and interest incxvne. rent. roYa￿Y and waY￿ave Income Sho￿ In Investsng ￿1¥thes Adiuslmeni re foreign exthange LossesllGainsl on disposal of Inves￿eNtS Add back losseslileduct Igainsl on fixed a5sel Investrnen15 l&insllL05ses on fixed asset propetty Ilncreaselldecrease In debtors Increaselldecreasel in creditors ie63.014) 1644 099} 1 392 4365 11 041 79)L I27.7￿) 1292.6891 I465.￿￿)> 81.121 143.427 1348( 681 183 *3