Company registration number SC125363 (Scotland)
DOW INVESTMENTS PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
DOW INVESTMENTS PLC
COMPANY INFORMATION
Directors
Mr R D Kilgour
Mrs A Neilson
Mr L M Bain
Company number
SC125363
Registered office
Archibald Hope House
Station Road
Musselburgh
Scotland
EH21 7PQ
Auditor
Thomson Cooper
3 Castle Court
Carnegie Campus
Dunfermline
Fife
KY11 8PB
Bankers
Barclays Bank (Canary Wharf)
1 Churchill Place
Canary Wharf
London
E14 5HP
Solicitors
Morton Fraser MacRoberts LLP
9 Haymarket Square
Edinburgh
EH3 8RY
DOW INVESTMENTS PLC
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Income statement
10
Group statement of comprehensive income
11
Group statement of financial position
12 - 13
Company statement of financial position
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Company statement of cash flows
18
Notes to the financial statements
19 - 42
DOW INVESTMENTS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 November 2024.

Activities of the Group

The principal activity of the Group during the year was the operation of care homes for the elderly.

 

The Group pays its care staff the 'Scottish Living Wage' while all other staff are paid at or above the 'National Living Wage'. These nationally prescribed rates fall to be reviewed in April each year. This year our gender pay gap, on the mean pay gap measure, was in favour of women at 6.6% (2023: 1.5% in favour of women). The gap using the median measure is 2.8% in favour of woman (2023: no gap). The group predominately employs women, with men forming around 20% of the staff. This means that a modest change in the mix of senior staff has a disproportionate effect on the pay gap. The Group continues to offer all roles at the same rate of pay to both men and women.

 

The Group continued to perform strongly throughout the year, despite a challenging operating environment. Occupancy levels held steady, with average occupancy for the year remaining at just over 92%, and in line with regional sector averages. The Group was delighted to welcome Benvie care home to the family in October 2024, the group’s first home in Dundee. The Directors continue to look at opportunities to grow the Group.

 

The Group continues to embrace technology, particularly where it enhances the quality of care for residents. During the year, the group invested in numerous software tools to help our care teams deliver more bespoke care to our residents, whilst also extending the use of our electronic care planning software.

 

Like all businesses, the group has felt the impact of the higher inflation environment experienced during the year and has sought to manage the impact of this through efficient buying practices and detailed tender processes.

 

Financial Performance

 

The Directors are pleased to report improved financial performance for the group for this year. Turnover for the group increased by 12% to £45,880,707. The operating profit of the group for the year was £1,356,872 which is up on the previous financial year which was £974,443. At the balance sheet date, the group had reserves of £6,068,483 (2023 - £5,823,572). The group did not make any dividend payments to the ultimate parent company during the year (2023: Nil).

Employment

The Group looks to recruit, develop and employ throughout the organisation appropriately qualified, capable and experienced staff irrespective of race, religion or sexual orientation. Full consideration is given to applications from disabled persons - looking to their particular aptitudes and abilities. Equally, any employee becoming disabled during their employment will be assessed for their suitability for continued employment and offered retraining or redeployment as required.

 

The Group communicates with its staff in staff meetings, by letter and through its regular staff newsletter. Increasingly email and social media channels have been used to good effect.

 

All employees are encouraged in terms of their career development and the Group generally supports those who undertake further qualifications. The Group continues to train its senior care staff to undertake many of the tasks normally regarded as the responsibility of trained nurses. Subject to Care Inspectorate approval, deployment of these staff members helps controls costs and reduces reliance on nurses.

Supplier Payment Policy

The Group's policy is to pay suppliers in a timely manner. The Group clearly understands that the maintenance of a reliable payment pattern is important to suppliers and that suppliers' support is fundamental to the success of the business.

 

DOW INVESTMENTS PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
Key Performance Indicators
2024
2023
Care Inspection Scores (Average)
4.0
4.0
£
£
Turnover
45,880,707
40,952,014
EBITDAR
7,617,626
6,181,124
Principal Risks and Uncertainties

Dow Investments Plc, like any business, faces a number of operating risks and uncertainties that could impact the Group's performance. Steps are taken to understand and evaluate these risks and to mitigate against them in order to achieve the Directors' long term goal of creating a sustainable business which delivers benefits to all stakeholders. The most fundamental risks faced by the Group are:

 

Failure to:

 

Rising costs also pose a significant risk. Both short term and long term forecasts have been modelled to confirm our stability and we are closely monitoring operations and the financial impact on our business.

S172 Statement

The Board of Directors of Dow Investments PLC consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole during the current period.

In doing so, the Directors have given regard to:

The Board considers and discusses information from across the organisation to help it understand the impact of the Company’s operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks and legal and regulatory compliance.

As a result these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the Directors to comply with their legal duty under section 172 of the Companies Act 2006.

DOW INVESTMENTS PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -

On behalf of the board

Mr L M Bain
Director
26 May 2025
DOW INVESTMENTS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 November 2024.

Principal activities

The principal activity of the company and group continued to be that of the operation of care homes for the elderly.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £70,167. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R D Kilgour
Mrs A Neilson
Mr L M Bain
Directors' share options

Details of directors' share options in Renaissance Care (Scotland) Limited are as follows:

At 1 December 2023
Granted
Exercised
At 30 November 2024
Exercise date
Date from which exercisable
Expiry  date
Liam Bain
2,924
2,924
01/10/2023
01/10/2028
Political donations

The group made the following political donations in the current year:

 

Conservative Party - £35,246

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

The auditor, Thomson Cooper, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

DOW INVESTMENTS PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 5 -
Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
6,996,844
6,628,985
- Electricity purchased
3,457,973
3,403,825
- Fuel consumed for transport
220,406
168,890
10,675,223
10,201,700
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
1,348.00
1,127.00
- Fuel consumed for owned transport
54.00
44.00
1,402.00
1,171.00
Scope 2 - indirect emissions
- Electricity purchased
779.00
766.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
137.00
85.00
Total gross emissions
2,318.00
2,022.00
Intensity ratio
teCO2 per £m of turnover
49.23
48.48
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The reporting intensity ratio used is tonnes of CO2 per £m turnover. It is considered that this provides the best representation of the activities of the company and comparison throughout the industry.

Measures taken to improve energy efficiency

During the year we continued our programme to replace conventional lighting with LED. We recycle over 90% of our total waste and are constantly looking at ways to improve this statistic. We continue to look at ways to reduce our carbon footprint.

DOW INVESTMENTS PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr L M Bain
Director
26 May 2025
DOW INVESTMENTS PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DOW INVESTMENTS PLC
- 7 -
Opinion

We have audited the financial statements of Dow Investments PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

DOW INVESTMENTS PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOW INVESTMENTS PLC
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: existence and timing of recognition of income, posting of unusual journals along with complex transactions and manipulating the Groups key performance indicators to meet targets. We discussed these risks with management, designed audit procedures to test the timing and existence of revenue, tested a sample of journals to confirm they were appropriate and reviewed areas of judgement for indicators of management bias to address these risks.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the officers and other management (as required by the auditing standards).

We reviewed the laws and regulations in areas that directly affect the financial statements including financial and taxation legislation and Care Inspectorate regulations recognising the regulated nature of the group’s activities. We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

With the exception of any known or possible non-compliance with relevant and significant laws and regulations, and as required by the auditing standards, our work in respect of these was limited to enquiry of the officers and management of the group.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

DOW INVESTMENTS PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOW INVESTMENTS PLC
- 9 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Sharon Collins (Senior Statutory Auditor)
For and on behalf of Thomson Cooper, Statutory Auditor
Accountants
3 Castle Court
Carnegie Campus
Dunfermline
Fife
KY11 8PB
26 May 2025
DOW INVESTMENTS PLC
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
2
45,880,707
40,952,014
Cost of sales
(27,649,897)
(24,683,961)
Gross profit
18,230,810
16,268,053
Administrative expenses
(16,889,325)
(15,326,001)
Other operating income
15,387
32,391
Operating profit
3
1,356,872
974,443
Share of results of associates
(58,000)
(11,511)
Interest receivable and similar income
7
123,237
7,491
Interest payable and similar expenses
8
(666,256)
(558,461)
Profit before taxation
755,853
411,962
Tax on profit
9
(301,773)
(169,730)
Profit for the financial year
29
454,080
242,232
Profit for the financial year is attributable to:
- Owners of the parent company
414,286
156,411
- Non-controlling interests
39,794
85,821
454,080
242,232
DOW INVESTMENTS PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 11 -
2024
2023
£
£
Profit for the year
454,080
242,232
Other comprehensive income
Revaluation of tangible fixed assets
3,224,323
-
0
Tax relating to other comprehensive income
(628,924)
-
0
Other comprehensive income for the year
2,595,399
-
0
Total comprehensive income for the year
3,049,479
242,232
Total comprehensive income for the year is attributable to:
- Owners of the parent company
3,009,685
156,411
- Non-controlling interests
39,794
85,821
3,049,479
242,232
DOW INVESTMENTS PLC
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2024
30 November 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,849,907
659,473
Other intangible assets
11
52,387
19,380
Total intangible assets
1,902,294
678,853
Tangible assets
12
17,969,740
14,712,293
Investments
13
368,220
426,220
20,240,254
15,817,366
Current assets
Stocks
16
3,077,233
2,921,670
Debtors
17
4,472,504
4,362,341
Cash at bank and in hand
4,661,179
4,211,546
12,210,916
11,495,557
Creditors: amounts falling due within one year
18
(8,269,207)
(6,663,620)
Net current assets
3,941,709
4,831,937
Total assets less current liabilities
24,181,963
20,649,303
Creditors: amounts falling due after more than one year
19
(7,922,025)
(7,996,197)
Provisions for liabilities
Deferred tax liability
22
1,839,089
1,184,749
(1,839,089)
(1,184,749)
Net assets
14,420,849
11,468,357
Capital and reserves
Called up share capital
25
51,430
51,430
Share premium account
26
336,100
336,100
Revaluation reserve
27
7,766,384
5,170,985
Other reserves
449
449
Profit and loss reserves
29
6,140,871
5,823,572
Equity attributable to owners of the parent company
14,295,234
11,382,536
Non-controlling interests
125,615
85,821
Total equity
14,420,849
11,468,357
DOW INVESTMENTS PLC
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2024
30 November 2024
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 26 May 2025 and are signed on its behalf by:
26 May 2025
Mr L M Bain
Director
Company registration number SC125363 (Scotland)
DOW INVESTMENTS PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2024
30 November 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
7,491
8,870
Tangible assets
12
18,326
21,037
Investments
13
2,956,264
2,956,263
2,982,081
2,986,170
Current assets
Debtors
17
13,634,070
12,998,331
Cash at bank and in hand
2,478,802
3,043,961
16,112,872
16,042,292
Creditors: amounts falling due within one year
18
(5,050,687)
(4,375,688)
Net current assets
11,062,185
11,666,604
Total assets less current liabilities
14,044,266
14,652,774
Creditors: amounts falling due after more than one year
19
(6,491,447)
(6,573,804)
Net assets
7,552,819
8,078,970
Capital and reserves
Called up share capital
25
51,430
51,430
Share premium account
26
336,100
336,100
Profit and loss reserves
29
7,165,289
7,691,440
Total equity
7,552,819
8,078,970

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £455,985 (2023 - £48,133 profit).

The financial statements were approved by the board of directors and authorised for issue on 26 May 2025 and are signed on its behalf by:
26 May 2025
Mr L M Bain
Director
Company registration number SC125363 (Scotland)
DOW INVESTMENTS PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 15 -
Share capital
Share premium account
Revaluation reserve
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 December 2022
51,430
336,100
5,170,985
-
5,932,161
11,490,676
-
11,490,676
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
-
-
156,411
156,411
85,821
242,232
Dividends
10
-
-
-
-
(265,000)
(265,000)
-
(265,000)
Other movements
-
-
-
449
-
449
-
449
Balance at 30 November 2023
51,430
336,100
5,170,985
449
5,823,572
11,382,536
85,821
11,468,357
Year ended 30 November 2024:
Profit for the year
-
-
-
-
414,286
414,286
39,794
454,080
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
3,224,323
-
-
3,224,323
-
3,224,323
Tax relating to other comprehensive income
-
-
(628,924)
-
-
0
(628,924)
-
(628,924)
Total comprehensive income
-
-
2,595,399
-
414,286
3,009,685
39,794
3,049,479
Dividends
10
-
-
-
-
(96,987)
(96,987)
-
(96,987)
Balance at 30 November 2024
51,430
336,100
7,766,384
449
6,140,871
14,295,234
125,615
14,420,849
DOW INVESTMENTS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2022
51,430
336,100
7,908,308
8,295,838
Year ended 30 November 2023:
Profit and total comprehensive income for the year
-
-
48,132
48,132
Dividends
10
-
-
(265,000)
(265,000)
Balance at 30 November 2023
51,430
336,100
7,691,440
8,078,970
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
(455,984)
(455,984)
Dividends
10
-
-
(70,167)
(70,167)
Balance at 30 November 2024
51,430
336,100
7,165,289
7,552,819
DOW INVESTMENTS PLC
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
36
4,314,797
2,529,078
Interest paid
(666,256)
(560,360)
Income taxes (paid)/refunded
(224,433)
44,259
Net cash inflow from operating activities
3,424,108
2,012,977
Investing activities
Purchase of intangible assets
(1,357,194)
2,632
Purchase of tangible fixed assets
(1,666,218)
(2,393,081)
Proceeds from disposal of tangible fixed assets
303,751
97,007
Proceeds from disposal of investments
-
(15,614)
Repayment of loans
(206,892)
47,181
Interest received
71,237
5,491
Dividends received
52,000
2,000
Net cash used in investing activities
(2,803,316)
(2,254,384)
Financing activities
Proceeds from issue of shares
(262)
-
Repayment of bank loans
(69,405)
1,140,608
Payment of finance leases obligations
(4,505)
(14,441)
Dividends paid to equity shareholders
(96,987)
(265,000)
Net cash (used in)/generated from financing activities
(171,159)
861,167
Net increase in cash and cash equivalents
449,633
619,760
Cash and cash equivalents at beginning of year
4,211,546
3,591,786
Cash and cash equivalents at end of year
4,661,179
4,211,546
DOW INVESTMENTS PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
37
(256,332)
1,601,775
Interest paid
(533,713)
(433,439)
Income taxes refunded
-
0
2,333
Net cash (outflow)/inflow from operating activities
(790,045)
1,170,669
Investing activities
Purchase of tangible fixed assets
(3,500)
(9,011)
Acquisition of subsidiary
(1)
-
0
Proceeds from disposal of investments
-
0
(15,614)
Repayment of loans
(206,892)
47,181
Interest received
535,803
387,344
Dividends received
52,000
500,955
Net cash generated from investing activities
377,410
910,855
Financing activities
Repayment of bank loans
(82,357)
1,140,607
Dividends paid to equity shareholders
(70,167)
(265,000)
Net cash (used in)/generated from financing activities
(152,524)
875,607
Net (decrease)/increase in cash and cash equivalents
(565,159)
2,957,131
Cash and cash equivalents at beginning of year
3,043,961
86,830
Cash and cash equivalents at end of year
2,478,802
3,043,961
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 19 -
1
Accounting policies
Company information

Dow Investments PLC (“the company”) is a public limited company domiciled and incorporated in Scotland. The registered office is Archibald Hope House,Station Road, Musselburgh, Scotland, EH21 7PQ.

 

The group consists of Dow Investments PLC and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties used within the group.

 

The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated financial statements incorporate those of Dow Investments PLC and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 30 November 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 20 -

Minority interests in the net assets of the consolidated subsidiaries are identified separately from the Group's equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination.

 

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

1.4
Going concern

At the time of approving the financial statements, the directors consider that the company has adequate resources to continue in operational existence for a period of not less than 12 months. The directors have reviewed their budgets and cashflow requirements and are satisfied that the group has sufficient cash reserves and net income and consider that this is sufficient to ensure short term liquidity and longer-term financial viability of the group. As such the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Inversely to this, negative Goodwill recognises the excess of the assets acquired of a business over the Goodwill which is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
10% straight line
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Nil
Leasehold improvements
20% straight line
Plant and equipment
20% reducing balance
Fixtures, fittings & equipment
20% reducing balance
Computer equipment
25% straight line
Motor vehicles
25% straight line

No depreciation is provided on the group's land and buildings which were revalued in November 2024. The directors' consider that there has been no significant change in value of the land and buildings since the last valuation was undertaken. The directors' consider that the residual value of the land and buildings is at least equal to the book value. Having regard to this, it is considered that the depreciation of any such land and buildings would not be material.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group 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 instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements 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.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Basic financial assets

Basic financial assets, which include 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 interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales of services
45,880,707
40,952,014
2024
2023
£
£
Other revenue
Interest income
71,237
5,491
Dividends received
52,000
2,000
3
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
818,115
692,946
Profit on disposal of tangible fixed assets
(202,271)
(20,750)
Amortisation of intangible assets
133,753
133,574
Share-based payments
-
449
Operating lease charges
4,750,545
4,562,332
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,273
1,138
Audit of the financial statements of the company's subsidiaries
68,478
74,114
77,751
75,252
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 26 -
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative staff
33
37
-
-
Management staff
39
36
-
-
Nursing care staff
1,399
1,334
-
-
Directors
14
14
3
3
Total
1,485
1,421
3
3

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
28,848,300
25,832,760
189,206
42,368
Social security costs
26,425
-
15,304
-
Pension costs
612,160
543,394
15,760
12,660
29,486,885
26,376,154
220,270
55,028
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
120,000
668,130
Company pension contributions to defined contribution schemes
1,321
78,970
121,321
747,100
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
176,998
Company pension contributions to defined contribution schemes
n/a
14,380

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
6
Directors' remuneration
(Continued)
- 27 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023:5).

7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
71,237
2,344
Other interest income
-
3,147
Total interest revenue
71,237
5,491
Other income from investments
Dividends received
52,000
2,000
Total income
123,237
7,491
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
71,237
2,344
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
665,483
556,601
Other finance costs:
Interest on finance leases and hire purchase contracts
773
1,860
Total finance costs
666,256
558,461
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
282,643
104,660
Adjustments in respect of prior periods
(6,286)
(9,480)
Total current tax
276,357
95,180
Deferred tax
Origination and reversal of timing differences
25,416
74,550
Total tax charge
301,773
169,730
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
9
Taxation
(Continued)
- 28 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
755,853
411,962
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
188,963
78,273
Tax effect of expenses that are not deductible in determining taxable profit
246,930
58,984
Tax effect of utilisation of tax losses not previously recognised
(579)
-
0
Unutilised tax losses carried forward
-
0
439
Adjustments in respect of prior years
(6,286)
(9,480)
Effect of change in corporation tax rate
(408)
21,843
Permanent capital allowances in excess of depreciation
(153,763)
(56,686)
Deferred tax adjustments in respect of prior years
25,416
74,550
Results of associated company
1,500
1,807
Taxation charge
301,773
169,730

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Revaluation of property
628,924
-
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
70,167
265,000
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 29 -
11
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 December 2023
1,310,563
30,652
1,341,215
Additions
1,320,958
36,236
1,357,194
At 30 November 2024
2,631,521
66,888
2,698,409
Amortisation and impairment
At 1 December 2023
651,090
11,272
662,362
Amortisation charged for the year
130,524
3,229
133,753
At 30 November 2024
781,614
14,501
796,115
Carrying amount
At 30 November 2024
1,849,907
52,387
1,902,294
At 30 November 2023
659,473
19,380
678,853
Company
Patents & licences
£
Cost
At 1 December 2023 and 30 November 2024
12,952
Amortisation and impairment
At 1 December 2023
4,082
Amortisation charged for the year
1,379
At 30 November 2024
5,461
Carrying amount
At 30 November 2024
7,491
At 30 November 2023
8,870
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 30 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 December 2023
12,175,515
193,866
1,111
4,893,711
518,919
227,783
18,010,905
Additions
348,792
24,308
-
0
1,181,792
92,482
18,844
1,666,218
Disposals
(62,927)
(28,444)
-
0
(167,244)
(150,996)
-
0
(409,611)
Revaluation
2,510,824
-
0
-
0
-
0
-
0
-
0
2,510,824
Transfers
9,345
(9,345)
-
0
-
0
-
0
-
0
-
0
At 30 November 2024
14,981,549
180,385
1,111
5,908,259
460,405
246,627
21,778,336
Depreciation and impairment
At 1 December 2023
302,739
1,252
474
2,548,786
296,472
148,889
3,298,612
Depreciation charged in the year
82,947
1,514
493
592,472
103,930
36,759
818,115
Eliminated in respect of disposals
-
0
-
0
-
0
(157,135)
(150,996)
-
0
(308,131)
At 30 November 2024
385,686
2,766
967
2,984,123
249,406
185,648
3,808,596
Carrying amount
At 30 November 2024
14,595,863
177,619
144
2,924,136
210,999
60,979
17,969,740
At 30 November 2023
11,872,776
192,614
637
2,344,925
222,447
78,894
14,712,293
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 31 -
Company
Plant and equipment
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost or valuation
At 1 December 2023
1,111
15,906
16,073
33,090
Additions
-
0
-
0
3,500
3,500
At 30 November 2024
1,111
15,906
19,573
36,590
Depreciation and impairment
At 1 December 2023
474
5,376
6,203
12,053
Depreciation charged in the year
126
2,083
4,002
6,211
At 30 November 2024
600
7,459
10,205
18,264
Carrying amount
At 30 November 2024
511
8,447
9,368
18,326
At 30 November 2023
637
10,530
9,870
21,037

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Motor vehicles
8,551
18,657
-
0
-
0

Fixed assets with a carrying amount of £17,964,240 (2023: £14,712,293) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

The care homes held by the group were valued on 28 November 2024 by Cushman and Wakefield and are included at those valuations, The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors consider that these values do not vary significantly from their fair value at the year end.

Freehold land and buildings are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

2024
2023
£
£
Group
Cost
8,021,901
7,788,102
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 32 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2,305,535
2,305,534
Investments in associates
15
127,531
185,531
410,040
410,040
Unlisted investments
240,689
240,689
240,689
240,689
368,220
426,220
2,956,264
2,956,263
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 December 2023
185,531
240,689
426,220
Share of profit or loss
(58,000)
-
(58,000)
At 30 November 2024
127,531
240,689
368,220
Carrying amount
At 30 November 2024
127,531
240,689
368,220
At 30 November 2023
185,531
240,689
426,220
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
Other investments
Total
£
£
£
Cost or valuation
At 1 December 2023
2,715,574
240,689
2,956,263
Additions
1
-
1
At 30 November 2024
2,715,575
240,689
2,956,264
Carrying amount
At 30 November 2024
2,715,575
240,689
2,956,264
At 30 November 2023
2,715,574
240,689
2,956,263
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2024 are as follows:

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
14
Subsidiaries
(Continued)
- 33 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Renaissance Care (No1) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 2) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 3) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 4) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 5) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 6) Ltd
Ordinary Shares
0
100.00
Renaissance Care (No 7) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 8) Limited
Ordinary Shares
0
100.00
Renaissance Care (No 9) Limited
Ordinary Shares
0
100.00
Renaissance Care (Scotland) Limited
Ordinary Shares
95.00
-
Renaissance Care (UK) Ltd
Ordinary Shares
0
100.00
SCHI Ltd
Ordinary Shares
100.00
-
Cura Services (Scotland) Limited
Ordinary Shares
0
100.00
Bruce's Landing Ltd
Ordinary Shares
100.00
-
Renaissance Care (No 10) Ltd
Ordinary Shares
0
100.00
166 TRM (Edinburgh) Limited
Ordinary Shares
100.00
-
ICHS Group Ltd
Ordinary Shares
100.00
-
The White House (St Andrews) Ltd
Ordinary Shares
100.00
-
Duncare Limited
Ordinary Shares
0
100.00
Holistic Elderly Care Limited
Ordinary Shares
0
100.00

The registered office of all subsidiaries is Archibald Hope House, Station Road, Musselburgh, Scotland, EH21 7PQ.

15
Associates

Details of associates at 30 November 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
NW Security Group Limited
Scotland
Ordinary C
33

The financial year end of NW Security Group Limited is 31 December 2024 and final financial statements were not available for this company at the time of consolidation. For the purposes of the consolidation, management information has been used for the period ended 30 November 2024.

 

 

2024

2023

 

£

£

 

 

 

Share of net assets

127,531

185,531

Share of operating results before amortisation of goodwill

58,000

11,511

 

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 34 -
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Stock
3,077,233
2,921,670
-
0
-
0
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,743,772
3,349,210
-
0
-
0
Amounts owed by group undertakings
-
-
13,270,456
12,811,365
Other debtors
747,560
259,300
280,079
73,186
Prepayments and accrued income
981,172
753,831
83,535
113,780
4,472,504
4,362,341
13,634,070
12,998,331
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
21
4,505
4,505
-
0
-
0
Trade creditors
1,399,748
1,182,319
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
5,038,227
4,365,342
Corporation tax payable
191,280
104,660
-
0
-
0
Other taxation and social security
1,573,110
1,161,751
-
-
Other creditors
2,135,176
1,844,395
1
1
Accruals and deferred income
2,965,388
2,365,990
12,459
10,345
8,269,207
6,663,620
5,050,687
4,375,688

Cynergy Bank Limited holds various standard securities and a floating charge and negative pledge dated 22 January 2022 and 27 June 2022 over all the property and undertakings of the company for all sums due.

 

Landlords of leased properties hold standard securities over their respective properties and floating charges over the undertaking, property and assets of the individual legal entities whose business operated from their homes. No rental guarantees have been granted by Renaissance Care (UK) Limited, Renaissance Care (Scotland) Limited or Dow Investments PLC.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 35 -
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
7,904,137
7,973,804
6,491,447
6,573,804
Obligations under finance leases
21
17,888
22,393
-
0
-
0
7,922,025
7,996,197
6,491,447
6,573,804
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
7,904,137
7,973,804
6,491,447
6,573,804
Payable after one year
7,904,137
7,973,804
6,491,447
6,573,804

Cynergy Bank Limited holds various standard securities and a floating charge and negative pledge dated 22 January 2022 over all the property and undertakings of the company for all sums due.

 

21
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
4,505
4,505
-
0
-
0
In two to five years
17,888
22,393
-
0
-
0
22,393
26,898
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 36 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
598,652
1,184,749
Revaluations
1,240,437
-
1,839,089
1,184,749
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 December 2023
1,184,749
-
Charge to profit or loss
654,340
-
Liability at 30 November 2024
1,839,089
-
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
612,160
543,394

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 December 2023
2,924
-
1.00
-
Granted
-
2,924
-
1.00
Outstanding at 30 November 2024
2,924
2,924
1.00
1.00
Exercisable at 30 November 2024
2,924
2,924
1.00
1.00
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
24
Share-based payment transactions
(Continued)
- 37 -


The options outstanding in Renaissance Care (Scotland) Limited at 30 November 2024 had an exercise price of £1, and a remaining contractual life of 3.83 years.

 

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Group
Company
2024
2023
2024
2023
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
-
449
-
-
25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
51,400
51,400
51,430
51,430
Ordinary 'A' Shares of £1 each
30
30
-
-

Ordinary shares rank pari passu with 'A' Ordinary Shares except for voting rights and dividend rights. The holders of the 'A' Ordinary Shares do not hold any voting rights.

26
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning and end of the year
336,100
336,100
336,100
336,100
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 38 -
27
Revaluation reserve
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
5,170,985
5,170,985
-
0
-
0
Revaluation surplus arising in the year
3,224,323
-
0
-
0
-
0
Deferred tax on revaluation of tangible assets
(628,924)
-
-
-
At the end of the year
7,766,384
5,170,985
-
0
-
28
Other reserves
2024
2023
Group
£
£
At the beginning of the year
449
-
Other movements
-
449
At the end of the year
449
449
2024
2023
Company
£
£
At the beginning and end of the year
-
-

The other reserve represents an equity-settled employee benefits reserve relating to share options granted by Renaissance Care (Scotland) Limited to a director.

29
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
5,823,572
5,932,161
7,691,440
7,908,308
Profit/(loss) for the year
414,286
156,411
(455,984)
48,132
Dividends
(96,987)
(265,000)
(70,167)
(265,000)
At the end of the year
6,140,871
5,823,572
7,165,289
7,691,440
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 39 -
30
Acquisition of a business

On 30 October 2024 the group acquired 100% percent of the issued capital of Duncare Limited and Holistic Elderly Care Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
2,315,765
-
2,315,765
Inventories
3,231
-
3,231
Trade and other receivables
472,540
-
472,540
Cash and cash equivalents
177,544
-
177,544
Borrowings
(934,810)
-
(934,810)
Trade and other payables
(268,246)
-
(268,246)
Tax liabilities
(32,850)
-
(32,850)
Deferred tax
(1,845)
-
(1,845)
Total identifiable net assets
1,731,329
-
1,731,329
Goodwill
(450,274)
Total consideration
1,281,055
The consideration was satisfied by:
£
Cash
1,281,055
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
235,735
Profit after tax
22,440
31
Financial commitments, guarantees and contingent liabilities

There is an unlimited intercompany cross guarantee in favour of Cynergy Bank Limited from Dow Investments PLC, Renaissance Care (Scotland) Limited, SCHI Ltd, Renaissance Care (No 2) Limited, Renaissance Care (No 4) Limited, Renaissance Care (No 5) Limited, Renaissance Care (No 6) Ltd and Renaissance Care (No 9) Limited.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 40 -
32
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, with none expiring before 2043, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
4,997,621
4,869,491
-
-
Between two and five years
20,054,914
20,238,734
-
-
In over five years
102,632,220
107,972,533
-
-
127,684,755
133,080,758
-
-
33
Events after the reporting date

Post year end, the group announced the closure of Milford House Care Home.

34
Related party transactions

Group


Transactions between group companies, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Company


The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Company
Subsidaires that are not wholly owned
5,038,227
4,606,067

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Company
Subsidaires that are not wholly owned
3,202,715
3,063,797
35
Controlling party

The directors consider the ultimate controlling party throughout the current year and prior year to be Mr R D Kilgour, director.

DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 41 -
36
Cash generated from group operations
2024
2023
£
£
Profit after taxation
454,080
242,232
Adjustments for:
Share of results of associates and joint ventures
58,000
11,511
Taxation charged
301,773
169,730
Finance costs
666,256
558,461
Investment income
(123,237)
(7,491)
Gain on disposal of tangible fixed assets
(202,271)
(20,750)
Amortisation and impairment of intangible assets
133,753
133,574
Depreciation and impairment of tangible fixed assets
818,115
692,946
Equity settled share based payment expense
-
449
Movements in working capital:
Increase in stocks
(152,332)
(261,734)
Decrease/(increase) in debtors
568,720
(180,235)
Increase in creditors
1,791,940
1,190,385
Cash generated from operations
4,314,797
2,529,078
37
Cash (absorbed by)/generated from operations - company
2024
2023
£
£
(Loss)/profit after taxation
(455,984)
48,132
Adjustments for:
Taxation charged/(credited)
-
0
(2,333)
Finance costs
533,713
433,439
Investment income
(587,803)
(888,299)
Amortisation and impairment of intangible assets
1,379
1,212
Depreciation and impairment of tangible fixed assets
6,211
6,818
Movements in working capital:
(Increase)/decrease in debtors
(428,847)
565,144
Increase in creditors
674,999
1,437,662
Cash (absorbed by)/generated from operations
(256,332)
1,601,775
DOW INVESTMENTS PLC
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 42 -
38
Analysis of changes in net debt - group
1 December 2023
Cash flows
30 November 2024
£
£
£
Cash at bank and in hand
4,211,546
449,633
4,661,179
Borrowings excluding overdrafts
(7,973,804)
69,667
(7,904,137)
Obligations under finance leases
(26,898)
4,505
(22,393)
(3,789,156)
523,805
(3,265,351)
39
Analysis of changes in net debt - company
1 December 2023
Cash flows
30 November 2024
£
£
£
Cash at bank and in hand
3,043,961
(565,159)
2,478,802
Borrowings excluding overdrafts
(6,573,804)
82,357
(6,491,447)
(3,529,843)
(482,802)
(4,012,645)
2024-11-302023-12-01falsefalseCCH SoftwareCCH Accounts Production 2025.100Mr R D KilgourMrs A NeilsonMr L M 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