Company Registration No. 07404194
Dowgate Group Limited (Consolidated)
Annual Report And Financial Statements
For The Year Ended 31 December 2024
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
COMPANY INFORMATION
Directors
Mr D J Poutney (Chairman)
Mr J R C Serjeant
Mr P F Jackson
Company number
07404194
Registered office
15 Fetter Lane
London
EC4A 1BW
Auditor
Watson Associates (Audit Services) Limited
30-34 North Street
Halisham
East Sussex
BN27 1DW
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
CONTENTS
Page
Chairman's statement
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
Introduction
The most significant development in 2024 as far as world stockmarkets were concerned was the turning of the interest rate cycle and this helped to drive a 20.1% in global equities as measured by the MSCI All-Country index. For once the UK did not miss out completely. As in 2023 the UK lagged the excellent returns from US equities, but the MSCI UK IMI index still gained a respectable 9.1%. Whilst this was well below the return on US equities, the wooden spoon was handed down to European equities which posted a return of just 2.8%. It is certainly pleasing to see markets heading in the right direction, but the rally seen in 2024 always seemed like a joyless one and the year ended on something of a sour note with UK business confidence undermined by Rachel Reeves’ tax grabbing Budget and the re-election of Donald Trump threatening to cause havoc in global trade flows through the bone headed imposition of tariffs on imports to the US.
The threat of tariffs has materialised in 2025 and has added another layer of uncertainty to a world still dealing with the war in the Ukraine, conflict in the Middle East, the Chinese threat to Taiwan – not to mention soaring levels of government debt which appear to be fast approaching unsustainable levels. This is likely to restrict the scope for further significant interest rate cuts which are always the main driver of gains in the value of equities. Given this uncertain backcloth, it is not surprising to see the gold price hit record levels. After a gain of 27% in 2024, the price per ounce hit a record of $2,959 in February 2025 and we must hope that this is not a portent of yet another financial crisis around the corner.
For the time being, there is a feeling of uneasy calm and investors in UK equities can take comfort in the relatively low valuations and the availability of some very attractive yields. As outlined below, the improvement in markets in 2024 enabled us to post record turnover of £14.7m and absent any unexpected financial crisis, we should be able to build on that in 2025.
2024 Results Summary
Even though corporate activity and the IPO market in particular remained subdued in 2024, the improvement in global stockmarkets enabled us to deliver a 20% increase in turnover to a record £14.71m (2023:£12.22m) and operating profits by 98% to £1.72m (2023: £866,000). As I mentioned in my report last year, we were starting to see the benefits of the significant investment in people and systems in previous years and this operational gearing accelerated in 2024. Our investment portfolio recorded a mark to market loss of £129,000, much reduced from the previous year’s £620,000 loss, resulting in a pre-tax profit of £1.58m (2023: £247,000). Our investment portfolio is showing a surplus of £866,000 over book cost since 2017 but whilst we have a successful long term track record we currently have no plans to add to our investments given the adverse investor sentiment that still pertains in the small company investment arena.
Our balance sheet continues to strengthen. At the year end, the Group’s net assets increased to £6.23m (2023: £5.83m). Within this figure, the cash element increased by £892,000 to £4.81m (2023: £3.92m). It is pleasing to note that Group cash balances exceeded £5m for the first time in January 2025 and although this figure will fluctuate over the course of the year, getting to £5m is a significant milestone.
Wealth Management and Funds Management
For the second year running, the Group saw a healthy increase in assts under management and administration. The cumulative increase since 2022 is 60%. To some extent, the increase in 2024 reflects higher share prices, but the majority of the increase results from our ability to attract experienced wealth managers onto our platform. Our three UK focussed funds continue to perform well and attract additional monies. The Onward Opportunities Fund produced a Total Shareholder Return of 34.1% placing it second in its AIC UK Smaller Companies peer group and our UK Smaller Companies Fund was ranked 1st out of 51 funds in the MSCI UK Small Cap Index with a return of 18.9%. The Cape Wrath fund was consistently in the top quartile of its benchmark index and has gained 43.8% since inception beating its benchmark of 32.2%. Provided this performance can be maintained, we see significant growth potential in our funds business.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Corporate Broking and Advisory
2024 saw a notable pick up in M&A activity particularly in larger listed companies although it appears that very little of the proceeds was recycled back into the UK market and the IPO market remained subdued for the second year running. As a consequence our corporate broking and advisory revenues were broadly similar to 2023. We have completed a couple of fundraisings in early 2025 but we are not anticipating a major increase in corporate activity unless interest rates fall dramatically. With inflation refusing to lie down, this seems unlikely.
Group Reorganisation
In March 2024 Dowgate Group bought the balance of Dowgate Wealth shares not already owned by the Group for consideration in Dowgate Group Shares. Since then, work has been undertaken to migrate the wealth management business that was previously housed in Dowgate Capital across to Dowgate Wealth. As a consequence, Dowgate Capital, which contains our corporate broking and advisory business, research sales and execution activities and Dowgate Wealth, our wealth management and funds management arm now operate within distinct and clearly defined business areas. We believe this will enhance our marketing capabilities through simpler and more focussed messaging to our target markets.
Outlook for 2025
The Group has demonstrated that it can grow revenues even against very challenging market conditions. We are not expecting any lessening of those challenges in 2025 but in the early months of 2025 we have continued to make progress. Like every other UK company, we will be facing an unwelcome increase in our National Insurance bill from April so increased revenues may not lead to a commensurate increase in our bottom line. Given the heightened level of uncertainty, the board has decided to postpone a decision on the payment of a dividend until the outlook for 2025 is clearer.
Mr D J Poutney
Chairman
11 April 2025
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company and group continued to be that of other business support service activities not elsewhere classified and the principle activities of the group continued to be that of a private client agency stockbroker and the provision of corporate broking services to smaller quoted and unquoted companies, and wealth and fund management.
Results and dividends
The results for the year are set out on page 9.
Ordinary interim dividends were paid amounting to £506,798 (2023 - £223,672). The directors do not recommend payment of a final 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 D J Poutney (Chairman)
Mr J R C Serjeant
Mr P F Jackson
Following the year end the Company proposed the appointment of Lorna Tilbian as Vice Chairman, Stuart Parkinson as CEO for Wealth, Simon Carter as group COO, Ed Jones as group CFO and Colin Hughes as NED.
Auditor
In accordance with the company's articles, a resolution proposing that Watson Associates (Audit Services) Limited be reappointed as auditor of the group will be put at a General Meeting.
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 D J Poutney (Chairman)
Director
11 April 2025
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
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.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DOWGATE GROUP LIMITED (CONSOLIDATED)
- 5 -
Opinion
We have audited the financial statements of Dowgate Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOWGATE GROUP LIMITED (CONSOLIDATED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOWGATE GROUP LIMITED (CONSOLIDATED)
- 7 -
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to continuing registration with the FCA, employment law and indirect taxes and we considered the extent to which non-compliance might have a material effect on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to achieve desired financial results and management bias in accounting estimates.
The Company is subject to several laws and regulations where the consequence of non-compliance could have a direct material effect on amounts or disclosures in the financial statements. We identified the following laws and regulations as the most likely to have a direct material effect if non-compliance were to occur:
- FRS102
- Companies Act 2006
- Tax legislation
- Financial Conduct Authority (FCA) Handbook
- Markets in Financial Instruments Directive II (MiFID II)
The Company is subject to many other laws and regulations that do not have a direct effect to the financial statements but are fundamental to the Group's ability to operate or avoid material penalty. We have identified the following areas as those likely to have such an effect:
- Anti-Bribery
- The General Data Protection Regulation
We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We understood how the Group is complying with those legal and regulatory frameworks by making inquiries of management and those charged with governance. We reviewed all legal correspondence and nominal ledger entries for evidence to corroborate or contradict their responses, and to challenge their assumptions where appropriate.
We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur, by making enquiries of management and those charged with governance. We used internal and external information to corroborate these enquiries and to perform a fraud risk assessment for the group as a whole. We considered the risk of fraud to be higher through the potential for management override of controls and manipulation of accounting estimates.
Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of non-compliance with laws and regulations included:
- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
- Reading key correspondence from regulatory bodies;
- Challenging assumptions and judgements made by management in it's significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain, and
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or those posted by unexpected users;
There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOWGATE GROUP LIMITED (CONSOLIDATED)
- 8 -
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.
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.
Stephen J Moore FCCA (Senior Statutory Auditor)
For and on behalf of Watson Associates (Audit services) Limited
14 April 2025
Statutory Auditor
30-34 North Street
Halisham
East Sussex
BN27 1DW
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
14,707,399
12,219,747
Cost of sales
(6,007,597)
(5,793,352)
Gross profit
8,699,802
6,426,395
Administrative expenses
(6,984,671)
(5,560,003)
Operating profit
4
1,715,131
866,392
Interest receivable and similar income
7
31,528
31,465
Interest payable and similar expenses
8
(5,671)
Amounts written off investments
9
(160,895)
(651,289)
Profit before taxation
1,580,093
246,568
Tax on profit
10
(452,130)
(180,192)
Profit for the financial year
1,127,963
66,376
Profit for the financial year is attributable to:
- Owners of the parent company
1,109,949
(235,975)
- Non-controlling interests
18,014
302,351
1,127,963
66,376
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,109,949
(235,975)
- Non-controlling interests
18,014
302,351
1,127,963
66,376
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
31,011
35,908
Tangible assets
13
84,638
104,190
Investments
14
293,462
349,255
409,111
489,353
Current assets
Debtors falling due after more than one year
16
252,517
224,936
Debtors falling due within one year
16
3,025,689
1,850,815
Investments
17
1,329,531
2,252,372
Cash at bank and in hand
4,810,737
3,918,349
9,418,474
8,246,472
Creditors: amounts falling due within one year
18
(3,466,457)
(2,805,016)
Net current assets
5,952,017
5,441,456
Total assets less current liabilities
6,361,128
5,930,809
Provisions for liabilities
Provisions
19
99,000
66,000
Deferred tax liability
20
34,809
38,500
(133,809)
(104,500)
Net assets
6,227,319
5,826,309
Capital and reserves
Called up share capital
23
869,541
660,479
Share premium account
1,416,368
1,416,368
Capital redemption reserve
4,897
4,897
Other reserves
2,497,651
Profit and loss reserves
1,438,862
3,111,468
Equity attributable to owners of the parent company
6,227,319
5,193,212
Non-controlling interests
633,097
6,227,319
5,826,309
The financial statements were approved by the board of directors and authorised for issue on 11 April 2025 and are signed on its behalf by:
Mr D J Poutney (Chairman)
Director
Company registration number 07404194 (England and Wales)
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
2,092,118
1,508,056
Current assets
Debtors
16
185,503
360,727
Investments
17
1,329,531
2,252,372
Cash at bank and in hand
1,027,647
1,101,535
2,542,681
3,714,634
Creditors: amounts falling due within one year
18
(2,243,578)
(2,674,608)
Net current assets
299,103
1,040,026
Net assets
2,391,221
2,548,082
Capital and reserves
Called up share capital
23
869,541
660,479
Share premium account
1,416,368
1,416,368
Capital redemption reserve
4,897
4,897
Treasury shares
(220,155)
Profit and loss reserves
320,570
466,338
Total equity
2,391,221
2,548,082
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £181,030 (2023 - £488,811 loss).
The financial statements were approved by the board of directors and authorised for issue on 11 April 2025 and are signed on its behalf by:
Mr D J Poutney (Chairman)
Director
Company registration number 07404194 (England and Wales)
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 January 2023
665,376
1,416,368
-
3,683,049
5,764,793
330,746
6,095,539
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
-
(235,975)
(235,975)
302,351
66,376
Dividends
11
-
-
-
-
(268,672)
(268,672)
-
(268,672)
Own shares acquired
-
-
-
(66,934)
(66,934)
-
(66,934)
Reduction of shares
23
(4,897)
-
-
-
-
(4,897)
-
(4,897)
Repayment of capital contribution of non-controlling interest
-
-
4,897
-
-
4,897
-
4,897
Balance at 31 December 2023
660,479
1,416,368
4,897
3,111,468
5,193,212
633,097
5,826,309
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
-
1,109,949
1,109,949
18,014
1,127,963
Issue of share capital
23
209,062
-
-
-
209,062
-
209,062
Dividends
11
-
-
-
-
(506,798)
(506,798)
-
(506,798)
Treasury shares
-
-
-
(220,155)
-
(220,155)
-
(220,155)
Purchase of shares in subsidiary from non-controlling interest
-
-
-
2,717,806
(2,275,757)
442,049
(651,111)
(209,062)
Balance at 31 December 2024
869,541
1,416,368
4,897
2,497,651
1,438,862
6,227,319
6,227,319
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
665,376
1,416,368
1,245,755
3,327,499
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
-
(488,811)
(488,811)
Dividends
11
-
-
-
-
(223,672)
(223,672)
Own shares acquired
-
-
-
(66,934)
(66,934)
Reduction of shares
23
(4,897)
-
-
-
-
(4,897)
Other movements
-
-
4,897
-
-
4,897
Balance at 31 December 2023
660,479
1,416,368
4,897
466,338
2,548,082
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
181,030
181,030
Issue of share capital
23
209,062
-
-
-
209,062
Dividends
11
-
-
-
-
(326,798)
(326,798)
Treasury shares
-
-
-
(220,155)
-
(220,155)
Balance at 31 December 2024
869,541
1,416,368
4,897
(220,155)
320,570
2,391,221
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
1,396,922
810,394
Interest paid
(5,671)
Income taxes (paid)/refunded
(585,099)
119,476
Net cash inflow from operating activities
806,152
929,870
Investing activities
Purchase of tangible fixed assets
(36,078)
(62,874)
Proceeds from disposal of investments
817,739
(1,058,669)
Interest received
26,166
27,184
Dividends received
5,362
4,281
Net cash generated from/(used in) investing activities
813,189
(1,090,078)
Financing activities
Purchase of treasury shares
(220,155)
(66,934)
Dividends paid to equity shareholders
(506,798)
(268,672)
Net cash used in financing activities
(726,953)
(335,606)
Net increase/(decrease) in cash and cash equivalents
892,388
(495,814)
Cash and cash equivalents at beginning of year
3,918,349
4,414,163
Cash and cash equivalents at end of year
4,810,737
3,918,349
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information
Dowgate Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 15 Fetter Lane, London, EC4A 1BW.
The group consists of Dowgate Group Limited 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 £1.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value.The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Dowgate Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Non-controlling interest is measured on a share of net assets basis, based upon the percentage of shares held by the non-controlling parties.
1.4
Going concern
As part of their regular assessment of prospects for the group, the directors reviewed a detailed one year plan and further projections to 30 April 2026. The group has sufficient cash resources and no cash borrowings.true
As a result of such considerations, the directors have a reasonable expectation at the time of approving the financial statements that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
1.5
Turnover
Turnover represents gross commissions and fees earned before deduction of clearing charges and shared commissions, profits or losses on investments and ancillary turnover. Fees are recognised only once contractual commitments have been entered into and the related service has been provided. Turnover from management and corporate retainer fees are recognised on an accruals basis.
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. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten 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
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.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
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:
Leasehold land and buildings
25% straight line
Fixtures and fittings
20% and 33.3% straight line
Office equipment
20% and 33.3% straight line
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.
1.8
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.
1.9
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.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.10
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 six months or less, readily traded government gilts and bonds, and bank overdrafts.
1.11
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.
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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between 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 profit or loss.
If there is a decrease in the impairment 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 not previously been recognised. The impairment reversal is recognised in profit or loss.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
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.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
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 if, and only if, there is 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.
1.14
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.15
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.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.17
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 a binomial 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.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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.
1.18
Leases
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.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors 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 underlying 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
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Unlisted Investments
Unlisted investments do not have a readily available market to estimate fair value. Therefore, the directors believe that the fair value of unlisted investments is equal to the most recent fund raising event for each investment.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Retainers, fees and commissions
14,707,399
12,219,747
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
12,840,401
11,476,203
The Channel Islands
1,129,066
638,429
Other
737,932
105,115
14,707,399
12,219,747
2024
2023
£
£
Other revenue
Interest income
26,166
27,184
Dividends received
5,362
4,281
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
55,630
41,807
Amortisation of intangible assets
4,897
4,897
Operating lease charges
158,703
175,065
5
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
1,000
1,000
Audit of the financial statements of the company's subsidiaries
31,373
20,750
32,373
21,750
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
6
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
Directors
3
3
3
3
Office and management
49
44
-
-
Total
52
47
3
3
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,496,131
5,348,201
Social security costs
801,022
733,408
-
-
Pension costs
80,240
60,272
6,377,393
6,141,881
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
20,540
25,907
Other interest income
5,626
1,277
Total interest revenue
26,166
27,184
Other income from investments
Dividends received
5,362
4,281
Total income
31,528
31,465
8
Interest payable and similar expenses
2024
2023
£
£
Other interest
5,671
-
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
9
Change in value of investments
2024
2023
£
£
Fair value losses on financial instruments
Change in value of financial assets held at fair value through profit or loss
(236,214)
(658,512)
Other gains
Gain on disposal of current asset investments
75,319
7,223
(160,895)
(651,289)
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
460,410
260,766
Adjustments in respect of prior periods
31
(74)
Total current tax
460,441
260,692
Deferred tax
Origination and reversal of timing differences
(8,311)
(80,500)
Total tax charge
452,130
180,192
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
1,580,093
246,568
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
395,023
57,993
Tax effect of expenses that are not deductible in determining taxable profit
56,149
103,500
Gains not taxable
(13,952)
Effect of change in corporation tax rate
-
(11,145)
Effect of revaluations of investments
(1,177)
84,083
Under/(over) provided in prior years
31
(74)
Deferred tax adjustments in respect of prior years
17,247
(80,593)
Other
149
31,153
Non-trade loan relationship credits per accounts
(1,104)
Tax loss adjustments
1,076
Exempt ABGH distributions
(1,340)
(813)
Provision tax adjustment
-
(3,884)
Taxation charge
452,130
180,192
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
506,798
223,672
During the period the company paid dividends totalling £506,798. Of this amount £180,000 were paid to the subsidiary companies Non-Controling Interest by the groups subsidiary company, Dowgate Wealth Limited, prior to the share purchase and the company becoming 100% owned by the group.
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
53,951
Amortisation
At 1 January 2024
18,043
Amortisation charged for the year
4,897
At 31 December 2024
22,940
Carrying amount
At 31 December 2024
31,011
At 31 December 2023
35,908
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
13
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Office equipment
Total
£
£
£
£
Cost
At 1 January 2024
125,935
18,031
214,906
358,872
Additions
1,908
34,170
36,078
Disposals
(83,672)
(83,672)
At 31 December 2024
42,263
19,939
249,076
311,278
Depreciation
At 1 January 2024
115,859
6,112
132,711
254,682
Depreciation charged in the year
7,933
2,365
45,332
55,630
Eliminated in respect of disposals
(83,672)
(83,672)
At 31 December 2024
40,120
8,477
178,043
226,640
Carrying amount
At 31 December 2024
2,143
11,462
71,033
84,638
At 31 December 2023
10,076
11,919
82,195
104,190
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
27
2,092,118
1,508,056
Listed investments
293,462
349,255
293,462
349,255
2,092,118
1,508,056
Listed investments carrying amount
78,625
349,255
-
-
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2024
349,255
Valuation changes
(55,793)
At 31 December 2024
293,462
Carrying amount
At 31 December 2024
293,462
At 31 December 2023
349,255
On 31 March 2024 the company issued 209,062 Ordinary £1 shares as consideration to acquire 50 A Shares, 400 B Shares, and 180 Deferred shares in Dowgate Wealth Limited. The transaction took Dowgate Group Limited's share holding in Dowgate Wealth Limited from 55% of the issued capital to 100%.
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
1,508,056
Additions
584,062
At 31 December 2024
2,092,118
Carrying amount
At 31 December 2024
2,092,118
At 31 December 2023
1,508,056
15
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
1,329,531
2,447,872
284,424
1,196,113
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
287,690
145,647
Corporation tax recoverable
25
25
Other debtors
1,917,855
1,507,332
185,503
360,702
Prepayments and accrued income
820,144
197,811
3,025,689
1,850,815
185,503
360,727
Amounts falling due after more than one year:
Other debtors
142,597
119,636
Deferred tax asset (note 20)
109,920
105,300
252,517
224,936
-
-
Total debtors
3,278,206
2,075,751
185,503
360,727
Included within other debtors is £420,000 (2023 - £420,000) of monies advanced to staff, of which £420,000 (2023 - £420,000) represents amounts associated with the trade of Dowgate Wealth Limited, a subsidiary of the group. The balance is interest free and repayable by December 2025. The directors have made a provision against this balance as they deem it irrecoverable.
17
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Listed investments
284,424
1,196,113
284,424
1,196,113
Unlisted investments
1,045,107
1,056,259
1,045,107
1,056,259
1,329,531
2,252,372
1,329,531
2,252,372
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
278,423
196,153
634
Amounts owed to group undertakings
2,236,117
2,379,481
Corporation tax payable
460,410
585,093
287,613
Other taxation and social security
372,650
278,595
-
-
Other creditors
1,166,257
691,605
Accruals and deferred income
1,188,717
1,053,570
7,461
6,880
3,466,457
2,805,016
2,243,578
2,674,608
19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Dilapadations
99,000
66,000
-
-
Movements on provisions:
Dilapadations
Group
£
At 1 January 2024
66,000
Additional provisions in the year
33,000
At 31 December 2024
99,000
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
18,600
23,200
-
-
Provisions
16,209
2,300
-
-
Retirement benefit obligations
-
-
3,843
1,100
Share based payments
-
-
104,150
104,200
Investments
-
13,000
-
-
Provisions
-
-
1,927
-
34,809
38,500
109,920
105,300
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Deferred taxation
(Continued)
- 30 -
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(66,800)
-
Credit to profit or loss
(8,311)
-
Asset at 31 December 2024
(75,111)
-
The deferred tax asset relating to retirement benefit obligations set out above is expected to reverse within 12 months. The deferred tax asset relating to share based payments is expected to reverse after 12 months.
The deferred tax liability set out above is primarily expected to reverse within 12 months.
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
80,240
60,272
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.
At the balance sheet date there were £15,371 (2023 - £13,328) of unpaid pension contributions.
22
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024 and 31 December 2024
83,332
83,332
1.00
1.00
Exercisable at 31 December 2024
83,332
83,332
1.00
1.00
The options outstanding at 31 December 2024 had an exercise price of £1.00, and a remaining contractual life of up to 4.5 years. All share options relate to shares that have been, or will be, issued in the company's parent, Dowgate Group Limited, and costs have been transferred through a capital contribution reserve.
The company had 83,332 (2023 - 83,332) equity settled share options outstanding at the year end.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
869,541
660,479
869,541
660,479
During the period the company issues 209,062 Ordinary shares at par value.
On 31 March 2024 the company issued 209,062 Ordinary £1 shares as consideration to acquire 50 A Shares, 400 B Shares, and 180 Deferred shares in Dowgate Wealth Limited. The transaction took the share holding of Dowgate Group Limited from 55% of the issued capital to 100%.
24
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
344,074
352,115
-
-
Between two and five years
886,729
882,970
-
-
1,230,803
1,235,085
-
-
25
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
2,157,680
2,483,793
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Management charges
2024
2023
£
£
Group
Entities over which the entity has control, joint control or significant influence
1,001,740
607,389
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Related party transactions
(Continued)
- 32 -
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2024
2023
£
£
Group
Key management personnel
420,000
420,000
Other information
The directors of the group and it's subsidiaries are considered key management personnel.
The group has taken advantage of the exemption allowed by paragraph 33.1A of FRS 102 not to disclose transactions with any wholly owned entities that are included in the consolidated financial statements.
During the year the group was charged £nil (2023 - £1,023) by members of the Beavis Morgan LLP group for accounting and taxation services. Beavis Morgan LLP owns 10.5% (2023 - 15.0%) of the issued share capital of Dowgate Group Limited and has a representative on its board. The balance owed to members of the Beavis Morgan LLP group as at the year end was £nil (2023 - £nil).
26
Controlling party
The directors are of the opinion that there is no controlling party.
27
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Dowgate Capital Limited
England and Wales
Stockbroking and Wealth Management
Ordinary
100.00
Dowgate Wealth Limited
England and Wales
Wealth and Funds Management
Ordinary
100.00
The registered office for both of these subsidiaries is the same as the parent company.
28
Other reserves
Included within other reserves are treasury shares totalling £220,155 (2023 - £nil).
On 31 March 2024 the company issued 209,062 Ordinary £1 shares as consideration to acquire 50 A Shares, 400 B Shares, and 180 Deferred shares in Dowgate Wealth Limited. The transaction took Dowgate Group Limited's share holding in Dowgate Wealth Limited from 55% of the issued capital to 100%.
As a result of this transaction included within other reserves is £2,717,806 which is the difference between the fair value of the shares granted and the nominal value of the shares.
DOWGATE GROUP LIMITED (CONSOLIDATED)
Dowgate Group Limited (Consolidated)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
29
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
256,636
505,666
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
128,318
252,851
30
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,127,963
66,376
Adjustments for:
Taxation charged
452,130
180,192
Finance costs
5,671
Investment income
(31,528)
(31,465)
Amortisation and impairment of intangible assets
4,897
4,897
Depreciation and impairment of tangible fixed assets
55,630
41,807
Gain on sale of investments
(75,319)
(7,223)
Other gains and losses
236,214
658,512
Increase in provisions
33,000
18,000
Movements in working capital:
Increase in debtors
(1,197,860)
(849,122)
Increase in creditors
786,124
728,420
Cash generated from operations
1,396,922
810,394
31
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
3,918,349
892,388
4,810,737
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