Company registration number 11392588 (England and Wales)
I45 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
I45 LIMITED
COMPANY INFORMATION
Directors
E C Andrew
G J Andrew
S B Sanders
E M T Den Besten
Company number
11392588
Registered office
1 Bickenhall Mansions
Bickenhall Street
London
W1U 6BP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
I45 LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Energy and carbon report
6 - 7
Independent auditor's report
8 - 11
Group Income statement
12
Group statement of comprehensive income
13
Group statement of financial position
14 - 15
Company statement of financial position
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Notes to the financial statements
20 - 45
I45 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 1 -

The directors present the strategic report for the year ended 31 May 2023.

Fair review of the business

The principal activity of the company was consultancy services to the group and of the group was that of work place design and consultancy, fitting out offices and retailing office furniture.

 

The performance for the year was ahead of expectations and demonstrates significant growth upon last financial year with turnover increasing by 40%. During the year the board continued to allocate cash generated from the group's trading activities to other opportunities. These included the provision of finance for property development subsidiaries and investment in a diverse range of funds.

 

The Key Performance Indicators shown below are for the trading group and exclude the results of the property development subsidiaries.

 

 

2023

2022

2021

 

 

 

 

Turnover (£m)

159.67

113.60

105.22

Profit before taxation (£m)

12.92

3.62

5.17

Profit before tax margin (%)

8.1%

2.6%

4.9%

 

Cash management remained a key focus with the group quick and current ratios slightly improving on last year stats. Debtor days seem to have increased when compared to May 22. However, the movement was caused by a change in the billing pattern on our biggest project in the last month of the financial year. The invoices for April and May were raised in May pushing the group trade debtors to £19.2m. Creditors days remained high due to the timing of the year end suppliers payment run, which was paid in early June.

 

 

2023

2022

2021

 

 

 

 

Quick ratio

1.56

1.45

1.96

Current ratio

1.58

1.48

1.98

Debtor days

44

29

32

Creditors days

49

49

21

 

 

The group generated cash of £25.1m (2022: £4.8m) from operating activities during the year, with cash at bank at the reporting date of £24.3m (2022: £22.6m).

 

The directors are satisfied with these results.

 

 

RIDDOR Reportable incidents

 

2023

 

 

2022

2021

 

 

 

 

 

 

 

Employees

 

0

 

 

0

0

Subcontractors

Third Party

 

0

1

 

 

0

0

1

0

 

Our success and positive market reputation is built on our core business values of delighting clients, having a happy team and reaching our financial objectives. This has allowed us to further invest in the business during the year by attracting and retaining ‘best in class’ talent, and development of our business systems.

I45 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 2 -
Principal risks and uncertainties

Operating and market risk

The group operates in a sector that is linked to the health of the wider economy. In particular, its performance depends predominantly on commercial property development in London and the South East. A slowdown in this activity would have an impact on the group. However, even in a suppressed property market the expansion and contraction of individual UK businesses creates potential opportunities for the group. The group's historic and future success has and will come from working to meet the goals and objectives of our clients. The group is constantly seeking to widen the number and range of new clients it works for to reduce its exposure to any one individual client or sector in the future.

 

Personnel risk

The group's continued success is dependent upon the skill and experience of its employees in maintaining existing clients, and winning and delivering key contracts. The group places great emphasis on the provision of support, training and welfare of its staff in order to maintain motivation, career satisfaction and loyalty.

 

Liquidity risk

The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. Cash flow is monitored at an individual project level. In the event that the operating cash flows would not cover all the financial obligations, this would be forecast and the group would arrange additional credit facilities.

 

Customer credit exposure

The group is at risk to the extent that a customer may be unable to pay the amounts owed to the group. This risk is managed by the policies and procedures in place both pre and post contract as well as the strong on-going customer relationships.

 

Section 172(1) statement

This statement sets out how the group complies with the requirements of Section 172 Companies Act 2006, by considering the group’s purpose and values together with its strategic priorities. The group has a detailed process in place for decision making by the Board.

 

The directors delegate authority for all day-to-day management of the group affairs to the Management Team, they are committed to maintaining constructive dialogue with the directors and shareholders, engaging regularly to understand their perspectives and ensure these are considered during decision making.

 

The directors' primary responsibility is to promote the long-term success of the group by creating and delivering sustainable shareholder value as well as contributing to wider society. The directors, along with key personnel, annually review the budget and monitor the implementation throughout the year using detailed reports on operating and financial performance. There are considerations to external factors such as the economic, political and market conditions. They take the reputation of the group seriously which is not limited to operating and financial performance and has committed to diversity and inclusivity across its workforce.

I45 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 3 -
Other performance indicators

The group reviews a range of financial and non-financial KPI on a regular basis covering the whole customer lifecycle: from activity based around business development, sales, design, programme management, through to client feedback gained through both delivery stage and post occupancy surveys. Real time information on project level cash flow and profitability is monitored constantly against pre-determined benchmarks to allow management the tools required to manage the business effectively and deliver substantial shareholder value.

 

Team members are reviewed quarterly against measures for aptitude as well as attitude, as determined by line managers. These measures have been designed to support the core values of the group.

 

The group has successfully been recertified to ISO 14001: 2015, ISO 9001: 2015 and ISO 45001: 2018 standards in April 2023. The ISO 14001 is a standard with a set of clauses to help organisations create an effective Environmental Management System, allowing the group to benchmark its current environmental performance and set out ways to improve it. ISO 9001 is a globally recognised Quality Management System, which is integral to our continued focus on improving the quality and consistency of service we offer to our clients. ISO 45001 is an international standard which specifies requirements for an occupational health and safety management system and guidance for its use, enabling the group to proactively improve its operational health and safety performance.

 

We have also begun to implement an additional ISO standard for Energy Management (ISO 50001) with our stage 1 audit due to take place in October 2023.

 

The group recognises its duties under the Health and Safety at Work Act 1974 and its stated policy of providing safe conditions of work for all employees, self-employed individuals and subcontractors.

 

The directors would like to thank all members of the group's team for their hard work, loyalty, dedication and energy during 2022-23.

On behalf of the board

G J Andrew
Director
29 September 2023
I45 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 May 2023.

Principal activities

The principal activity of the company was consultancy services to the group and of the group was that of work place design and consultancy, fitting out offices and retailing office furniture.

Directors

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

E C Andrew
G J Andrew
S B Sanders
E M T Den Besten
Results and dividends

The results for the year are set out on page 12.

Interim ordinary dividends were paid during the year amounting to £4,966,608 (2022: £1,547,270). Further interim dividends of £1,217,546 (2022 - £169,221) have been paid after the year end.

Financial risk management

Our investment in our bespoke business software allows the management team to constantly monitor the debtors and creditors to ensure that payment terms are adhered to. Dun and Bradstreet Credit reports are carried out on all potential clients to reduce the risk of bad debts. Major projects are undertaken through JCT (industry standard) contracts with fixed payment terms or regular valuations. Accrued and deferred income within the final accounts will be related to these signed contract terms and conditions. Creditors provisions in the year end accounts also reflect the cost of sales against the accrued income from JCT contracts.

 

Engagement with suppliers and customers

We pride ourselves with having strong supplier relationships which allows us to price competitively and also enables the group to agree supplier payment terms in line with client payment terms, so cashflow risk is mitigated. Our Supplier Code of Conduct reflects the company's ongoing focus on delivering operational resilience and meeting our Environmental, Social and Governance objectives, as well as improving performance throughout the supply chain

 

Delighting customers is one of our main business values. Client satisfaction and retention are key factors of our success and positive market reputation. This is achieved through building close relationship with clients from the very beginning of the project, where client needs and requirements are put at the very centre of our solution.

 

Increased levels of inflation

The group's projects typically run for 3 to 4 months which significantly reduces the entity's exposure to the risks associated with inflation. Normally on projects procurement is done at the beginning of the work, which mitigates further the inflation risk.

Future developments

Although we still expect healthy competition in 2023-24 we are optimistic about the market. As a result of the continued inward investment, focus on our clients’ business outcomes, staff retention and attraction of best talent we believe the business is well placed for another successful trading year.

 

We have a very clear, 5 year strategic plan for the group, which will guide and drive the business growth. This will be achieved through expansion of our ever growing, loyal client base as well as other innovative business activities.

I45 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 5 -
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.

Going concern

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

On behalf of the board
G J Andrew
Director
29 September 2023
I45 LIMITED
ENERGY AND CARBON REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 6 -

The information and data results provided below have been produced in a format which meet the mandatory requirements for Streamlined Energy and Carbon Reporting (SECR). Under the Companies (Directors’ report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 we are required to disclose our UK energy use and associated greenhouse gas (GHG) emissions. Specifically, we are required to report these GHG emissions relating to natural gas, electricity and transport fuel, as well as an intensification ratio under the regulations.

Methodology

This report has been compiled in accordance with the requirements set out in the HM Government document – Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 and utilising the UK Government GHG conversion factors for company reporting, June 2023.

The above was in conjunction to the ESOS methodology (Energy Savings Opportunity Scheme version 7, February 2021). To assume that we achieve and deliver effective emissions control and management, we are utilizing recognized and robust methods. Accordingly whilst no prescribed methodology is detailed in the regulations, we collect our data sets annually, and measure and calculate our carbon footprint using the relevant conversion factors issued by DEFRA (Department for Environment, Food, and Rural Affairs) / BEIS (Department for Business, Energy and Industrial Strategy) in June 2019.

The Streamlined Energy and Carbon Reporting included in this report covers the year ended 31 May 2023.

 

Results

 

Year ended 31 May 2023

Year ended 31 May 2022

(As amended)

Scope

Usage

Emissions (Kg CO2e)

Usage

Emissions (Kg CO2e)

Scope 1 – natural gas

Scope 1 - natural gas

80,147.5KwH

2,924 m3

14,427

5,906

4,566.80 KwH

9,949.2 m3

834

20,097

Scope 2 – electricity (location based)

204,975.9KwH

42,430

148,128.9KwH

28,645

Scope 3 – business travel

 

92,200

 

96,100

Total

 

154,963

 

145,676

 

 

Year ended 31 May 2023

Year ended 31 May 2022

Intensity ratio

Emissions (tCO2e)

Emissions (tCO2e)

Tonnes of CO2e per £m revenue

888.49

1,282.38

Tonnes of CO2e per full time headcount

767.14

783.21

 

Energy efficiency measures

We remain committed to lowering our energy usage and focus on energy efficiency throughout the group, wherever it is feasible to do so. We recognize that climate change is a threat that affects us all, and that we have a role to play in lowering the greenhouse gas emissions in our operations and within our community.  With the addition of new regional offices this is at the forefront of our thinking.

We are committed to work towards decarbonising our operations over the coming years in line with our commitment to be a social and purpose driven business. The group has formed a dedicated Sustainability department, the aim is to create an ESG strategy for the group to identify key objectives and ensure these are achieved. Therefore, the business has appointed a Head of Sustainability and Compliance and a Sustainability coordinator, who have and will continue to drive the strategy and at the same time support our project teams and clients through their sustainability processes. They report directly to the group’s directors.

I45 LIMITED
ENERGY AND CARBON REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 7 -

Examples of the projects and initiatives undertaken by the group are: -

A sustainable procurement policy where we ensure that all our contractors and suppliers are thoroughly vetted under our PQQ process to ensure they comply with the highest standards of health & safety and sustainability. In addition, where practically possible, we influence our procurement choices for our clients that give value for money, reduce consumption of primary resources and use materials with lower impact on the environment and connect our clients and their goals in with ours.

An Environmental and Energy Policy, where we acknowledge that environmental management is part of our business strategy and it is at the forefront of our business decisions, and thus giving equal consideration alongside other requirements.

Ensure our teams have access to sustainability education from both internal and external sources and can successfully lead any of their projects through the sustainability process for the full life of a project including BREEAM, SKA, Fitwel, WELL and the new addition of Nabers. Ensuring sustainability is part of our DNA and just the way we design by default.

Ensure our libraries have sustainable products introduced into them on a regular basis and teach the teams the benefits of future thinking with products, techniques and technologies to eventually have a robust resource.

Introduce 3D design software to drive forward thinking, efficiencies, and sustainability practices through the business by reducing wastage of materials and maximising the features of the space.

Introduce technology to support paperless operations.

As an initiative we have signed up to the Mayor’s Climate Challenge which is an energy efficiency programme that supports businesses to reduce their energy consumption and accelerate building decarbonisation efforts in London. As part of the programme we have undergo an energy audit in our London office to identify areas where energy management could be improved.

We have also begun to implement an additional ISO standard for Energy Management (ISO 50001) with our stage 1 audit due to take place in October 2023.

 

 

I45 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF I45 LIMITED
- 8 -
Opinion

We have audited the financial statements of I45 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 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 and the notes to the financial statements, including a summary of 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 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 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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.

 

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

I45 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF I45 LIMITED
- 9 -
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 or 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 statement of directors' responsibilities set out on page 5, 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 group's and 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 group or 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

I45 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF I45 LIMITED
- 10 -

Our approach was as follows:

 

 

 

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

 

 

 

 

I45 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF I45 LIMITED
- 11 -

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 for no purpose other than to draw to the attention of the company’s members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company’s members as a body, for our work, for this report, or for the opinions we have formed.

Guy Richardson (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
3 October 2023
6th Floor
9 Appold Street
London
EC2A 2AP
I45 LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 MAY 2023
- 12 -
2023
2022
Notes
£
£
Turnover
3
174,412,095
113,598,249
Cost of sales
(123,391,405)
(80,566,655)
Gross profit
51,020,690
33,031,594
Direct costs
(27,015,445)
(22,668,533)
Administrative expenses
(8,710,499)
(6,004,671)
Other operating income
108,377
48,739
Operating profit
4
15,403,123
4,407,129
Share of results of associates and joint ventures
-
49,960
Interest receivable and similar income
8
489,890
242,799
Interest payable and similar expenses
9
(3,301,125)
(2,716,140)
Fair value gains and losses on investments
10
537,002
990,488
Profit before taxation
13,128,890
2,974,236
Tax on profit
11
(1,531,070)
(852,131)
Profit for the financial year
11,597,820
2,122,105
Profit for the financial year is attributable to:
- Owners of the parent company
5,941,182
389,087
- Non-controlling interests
5,656,638
1,733,018
11,597,820
2,122,105
I45 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023
- 13 -
2023
2022
£
£
Profit for the year
11,597,820
2,122,105
Other comprehensive income
-
-
Total comprehensive income for the year
11,597,820
2,122,105
Total comprehensive income for the year is attributable to:
- Owners of the parent company
5,941,182
389,087
- Non-controlling interests
5,656,638
1,733,018
11,597,820
2,122,105
I45 LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2023
31 May 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,269,957
3,883,074
Tangible assets
13
617,387
793,606
Investments
14
-
0
50,000
3,887,344
4,726,680
Current assets
Stocks
16
1,234,798
10,138,652
Debtors
17
34,065,744
19,254,727
Investments
18
29,943,129
22,621,995
Cash at bank and in hand
24,312,253
22,552,070
89,555,924
74,567,444
Creditors: amounts falling due within one year
20
(56,539,662)
(50,126,197)
Net current assets
33,016,262
24,441,247
Total assets less current liabilities
36,903,606
29,167,927
Creditors: amounts falling due after more than one year
21
-
(801,381)
Provisions for liabilities
23
(22,741)
(148,994)
Deferred income: amounts falling due within one year
(4,078,761)
(2,046,660)
Net assets
32,802,104
26,170,892
Capital and reserves
Called up share capital
25
100
100
Share premium account
14,904,732
14,904,732
Profit and loss reserves
15,499,020
9,555,891
Equity attributable to owners of the parent company
30,403,852
24,460,723
Non-controlling interests
2,398,252
1,710,169
32,802,104
26,170,892
I45 LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MAY 2023
31 May 2023
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
G J Andrew
Director
I45 LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2023
31 May 2023
- 16 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
14,904,743
14,904,744
Current assets
Debtors
17
3,990,362
5,044,715
Investments
18
29,943,129
22,621,995
Cash at bank and in hand
3,506,245
2,766,181
37,439,736
30,432,891
Creditors: amounts falling due within one year
20
(13,167,547)
(11,832,668)
Net current assets
24,272,189
18,600,223
Net assets
39,176,932
33,504,967
Capital and reserves
Called up share capital
25
100
100
Share premium account
14,904,732
14,904,732
Profit and loss reserves
24,272,100
18,600,135
Total equity
39,176,932
33,504,967

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 £5,671,965 (2022: £809,635).

The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
G J Andrew
Director
Company registration number 11392588 (England and Wales)
I45 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 June 2021
100
14,904,732
9,158,436
24,063,268
1,499,983
25,563,251
Year ended 31 May 2022:
Profit and total comprehensive income for the year
-
-
389,087
389,087
1,733,018
2,122,105
Dividends
-
-
-
-
(1,547,270)
(1,547,270)
Purchase of shares in subsidiary from non-controlling interest
-
-
22,868
22,868
(22,868)
-
Disposal of shares in subsidiary to non-controlling interest
-
-
(14,500)
(14,500)
47,306
32,806
Balance at 31 May 2022
100
14,904,732
9,555,891
24,460,723
1,710,169
26,170,892
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
5,941,182
5,941,182
5,656,638
11,597,820
Dividends
-
-
-
-
(4,966,608)
(4,966,608)
Movement in non-controlling interest on disposal of subsidiary
-
-
1,947
1,947
(1,947)
-
Balance at 31 May 2023
100
14,904,732
15,499,020
30,403,852
2,398,252
32,802,104
I45 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 18 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 June 2021
100
14,904,732
17,790,500
32,695,332
Year ended 31 May 2022:
Profit and total comprehensive income for the year
-
-
809,635
809,635
Balance at 31 May 2022
100
14,904,732
18,600,135
33,504,967
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
5,671,965
5,671,965
Balance at 31 May 2023
100
14,904,732
24,272,100
39,176,932
I45 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2023
- 19 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
25,128,172
4,842,889
Interest paid
(11,125)
(1,911,140)
Income taxes paid
(1,718,225)
(1,002,639)
Net cash inflow from operating activities
23,398,822
1,929,110
Investing activities
Cash outflow on disposal of controlling interest in subsidiary
(301,654)
-
Purchase of tangible fixed assets
(185,820)
(415,726)
Proceeds on disposal of tangible fixed assets
-
1,839
Proceeds on issue of shares in subsidiaries
-
32,806
Proceeds on disposal of associates
50,000
-
Current asset investments and loans made
(11,421,579)
(8,120,196)
Proceeds from other investments and loans
-
2,010,459
Interest received
212,094
129,918
Dividends received
8,640
45,378
Net cash used in investing activities
(11,638,319)
(6,315,522)
Financing activities
Proceeds from other borrowings
-
182,549
Repayment of other borrowings
(182,549)
-
Proceeds of new bank loans
2,431,804
8,134,348
Repayment of bank loans
(7,332,967)
(2,500,000)
Dividends paid to non-controlling interests
(4,916,608)
(1,547,270)
Net cash (used in)/generated from financing activities
(10,000,320)
4,269,627
Net increase/(decrease) in cash and cash equivalents
1,760,183
(116,785)
Cash and cash equivalents at beginning of year
22,552,070
22,668,855
Cash and cash equivalents at end of year
24,312,253
22,552,070
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
- 20 -
1
Accounting policies
Company information

I45 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Bickenhall Mansions, Bickenhall Street, London, W1U 6BP.

 

The group consists of I45 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 £.

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.

1.2
Basis of consolidation

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.

The consolidated financial statements incorporate those of I45 Limited 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. Subsidiaries that are disposed of during the year are incorporated until the date that control passes.

 

All financial statements are made up for a year to 31 May 2023 except for Affinity Construction Limited (previously Oktra North Limited) and Affinity Flooring Limited which have prepared accounts for the 18 month period ended 30 November 2022. Additionally, Orchard Farm Development Limited has not reached its first period end. These consolidated accounts include the 12 months results to 31 May 2023 for each of these companies. Bradmore Way Development Limited and Orchard Farm Development Limited left the group on 24 May 2023, these consolidated accounts include their transactions up to that date. 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.

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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 21 -

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.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.3
Going concern

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months, that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

1.4
Turnover

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities.

 

In respect of services where a project has only been partially completed at the reporting date, turnover represents the value of those services provided to date based on the proportion of the total expected consideration at completion. Where amounts are invoiced in advance of services provided, such amounts are recorded as deferred income. Similarly, where services are invoiced in arrears, such amounts are recorded as accrued income and included within debtors falling due within one year.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Retentions are invoiced in two stages, 50% at the time of practical completion of the project and 50% at the end of the defect period. However, income from Retentions is recognised based on the stage of completion of works completed.

 

Revenue from contracts for the provision of professional services are only recognised when invoiced.

 

Revenue from the sale of property is recognised when the contracts have been exchanged and legal title has passed to the purchaser.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 22 -
1.5
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.

 

Goodwill is reviewed for impairment at the end of the first financial year following each acquisition and subsequently as and when necessary if circumstances emerge that indicate that the carrying value may not be recoverable.

 

1.6
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:

Short leasehold land and buildings
straight line over the life of the lease
Plant and equipment
33% p.a. straight line basis
Fixtures and fittings
20% - 33% p.a. straight line basis
Computers
33% p.a. straight line basis

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.

1.7
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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 23 -
1.8
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.

1.9
Stocks

Stocks are included in the statement of financial position at the lower of costs and net realisable value.

 

Work in progress is valued at the lower of cost and net realisable value.

 

Long term contracts are assessed on a contract by contract basis and reflected in the income statement by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract, and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. The amount by which turnover exceeds payments on account is classified as accrued income and included in debtors; to the extent that payments on account exceed relevant turnover and work in progress balances, the excess is included as deferred income. The amount of work in progress, at cost net of amounts transferred to cost of sales, less provision for foreseeable losses and payments on account not matched with turnover, is included within stocks.

 

Property stock consists of property in the course of development and is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises associated acquisition costs, direct materials and subcontract work, other direct costs, capitalised interest and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Interest has been capitalised into stock as it relates to bringing the asset into its final marketable form.

 

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 the income statement. Reversals of impairment losses are also recognised in the income statement.

1.10
Cash at bank and in hand

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.

1.11
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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 24 -
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.

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.

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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 25 -
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.

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.

Research and development tax credits

The group has made claims for tax credits for Research and Development work undertaken. These claims may be subject to HM Revenue and Customs review. The group does not recognise the tax credits as income until they are received.

 

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 26 -
1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense in the period to which they relate.

The group also operates a defined benefit pension scheme for certain employees ("the Scheme"). An actuarial evaluation by a professionally qualified actuary is carried out annually. Deficits in the Scheme are recognised as a liability in the statement of financial position. Surpluses in the Scheme have no benefit to the group and are not recognised as assets. Changes in the asset/liability are written off in the income statement or statement of other comprehensive income as appropriate.

1.16
Share-based payments

The group operates an unapproved option scheme which allows employees to acquire shares in certain subsidiary companies. The grant date fair value of share-based payment awards granted is recognised as an employee expense with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted. The fair value will be charged as an expense in the income statement over the vesting period and the charge is adjusted each year to reflect the expected and actual level of vesting.

1.17
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.

1.18
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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 27 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue and profit recognition

The estimation techniques used for revenue and profit recognition in respect of construction contracts require forecasts to be made of the outcome of long-term contracts which require assessments and judgements to be made on the recovery of pre-contract costs, changes in the scope of work, contract programmes, maintenance and defects liabilities, changes in costs and stages of completion.

Recoverable value of recognised receivables

The recoverability of trade and other receivables is regularly reviewed in the light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

Provisions

Provisions are liabilities of uncertain timing or amount and therefore in making a reliable estimate of the amount and timing of liabilities judgement is applied and re-evaluated at each reporting date.

Share based payments

The total amount to be expensed is determined by reference to the fair value of the options granted. In arriving at the charge for the period, assumptions are made on the number of option likely to be exercised and the market value of the company.

Defined benefit pension and other post-employment benefits

The present value of the defined benefit pension and other post-employment benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pension and other post-employment benefits include the discount rate. Any changes in these assumptions will have an effect on the carrying amount of pension and other post-employment benefits.

 

After taking appropriate professional advice, group management determines the appropriate discount rate at the end of each reporting period. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, consideration is given to the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits are to be paid and that have terms to maturity approximating the terms of the related pension liability.

Impairment of non-financial assets

Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation.

 

 

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 28 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Design and build
147,994,514
102,585,620
Furniture
11,693,120
10,688,022
Flooring and other sales
(21,483)
324,607
Property sales
14,745,944
-
174,412,095
113,598,249
2023
2022
£
£
Other significant revenue
Interest income
254,781
129,918
Dividends received
235,109
112,881
Management charges receivable
-
27,571
Rent receivable and other income
108,377
21,168
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
174,412,095
113,598,249
The total turnover of the group for the year has been derived from its principal activity.
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange losses
80
-
Depreciation of owned tangible fixed assets
362,039
400,368
(Profit)/loss on disposal of tangible fixed assets
-
767
Amortisation of intangible assets
613,117
613,117
Operating lease charges
1,325,553
1,305,054
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
30,000
12,000
Audit of the financial statements of the company's subsidiaries
105,344
65,500
135,344
77,500
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 29 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
153
115
-
-
Sales
33
57
-
-
Directors
16
14
4
3
Total
202
186
4
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
22,293,009
18,035,953
162,499
108,940
Social security costs
2,679,292
2,299,668
20,881
11,525
Pension costs
513,276
471,868
-
0
-
0
25,485,577
20,807,489
183,380
120,465
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
185,318
120,640
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
229,780
6,962
Other interest income
25,001
122,956
Total interest revenue
254,781
129,918
Other income from investments
Dividends and interest received
235,109
112,881
Total income
489,890
242,799
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 30 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
11,125
6,140
Provision against loans made
3,290,000
2,710,000
3,301,125
2,716,140
10
Fair value gains and losses on investments
2023
2022
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
794,795
746,919
Exchange gain on financial assets held at fair value through profit or loss
14,105
97,943
808,900
844,862
Other gains/(losses)
Gain on disposal of fixed asset investments
6,911
-
(Loss)/gain on disposal of current asset investments
(278,809)
145,626
537,002
990,488
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current year
2,957,478
923,030
Adjustments in respect of prior periods
(1,310,203)
-
0
Total UK current tax
1,647,275
923,030
Foreign current tax on profits for the current period
10,048
16,813
Total current tax
1,657,323
939,843
Deferred tax
Origination and reversal of timing differences
(126,253)
(87,712)
Total tax charge
1,531,070
852,131
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
11
Taxation
(Continued)
- 31 -

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:

2023
2022
£
£
Profit before taxation
13,128,890
2,974,236
Expected tax charge based on the standard rate of corporation tax in the UK of 20.00% (2022: 19.00%)
2,625,778
565,105
Tax effect of expenses that are not deductible in determining taxable profit
172,368
144,365
Gains not taxable
(158,959)
(9,492)
Unutilised tax losses carried forward
297,201
16,649
Effect of overseas tax rates
10,048
16,813
Under/(over) provided in prior years
(1,310,203)
-
0
Dividend income
(29,500)
(15,875)
Deferred tax not recognised
-
0
138,158
Fixed asset differences
(1,848)
(6,542)
Under provision of tax
(46,119)
-
0
Deferred tax provided at future rates
(27,696)
2,950
Taxation charge
1,531,070
852,131

There has been an increase in the UK corporation tax rate from 19% to 25% effective from 1 April 2023. This will increase the company's future current tax charge accordingly.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 32 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 June 2022 and 31 May 2023
6,295,370
Amortisation and impairment
At 1 June 2022
2,412,296
Amortisation charged for the year
613,117
At 31 May 2023
3,025,413
Carrying amount
At 31 May 2023
3,269,957
At 31 May 2022
3,883,074
The company had no intangible fixed assets at 31 May 2023 or 31 May 2022.
13
Tangible fixed assets
Group
Short leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 June 2022
942,169
1,032,588
64,201
7,228
2,046,186
Additions
20,961
155,062
9,797
-
0
185,820
Disposals
-
0
-
0
(22,885)
(7,228)
(30,113)
At 31 May 2023
963,130
1,187,650
51,113
-
0
2,201,893
Depreciation and impairment
At 1 June 2022
348,837
863,498
33,017
7,228
1,252,580
Depreciation charged in the year
222,249
127,812
11,978
-
0
362,039
Eliminated in respect of disposals
-
0
-
0
(22,885)
(7,228)
(30,113)
At 31 May 2023
571,086
991,310
22,110
-
0
1,584,506
Carrying amount
At 31 May 2023
392,044
196,340
29,003
-
0
617,387
At 31 May 2022
593,332
169,090
31,184
-
0
793,606
The company had no tangible fixed assets at 31 May 2023 or 31 May 2022.
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 33 -
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
14,904,743
14,904,744
Investments in associates
-
0
50,000
-
0
-
0
-
0
50,000
14,904,743
14,904,744
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 June 2022
50,000
Disposals
(50,000)
At 31 May 2023
-
Carrying amount
At 31 May 2023
-
At 31 May 2022
50,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2022
14,904,744
Additions
1
Disposals
(2)
At 31 May 2023
14,904,743
Carrying amount
At 31 May 2023
14,904,743
At 31 May 2022
14,904,744
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 34 -
15
Subsidiaries

Details of the company's subsidiaries at 31 May 2023 are as follows:

Name of undertaking
Country of registration/incorporation
Nature of business
Class of shares held
% Held
Direct
Indirect
Vensyn Group Limited
England and Wales
Parent company
Ordinary
57.63
-
Oktra Limited
England and Wales
Office fit out and furniture retailing
Ordinary
0
57.63
Oktra Regions Limited
England and Wales
Office fit out and furniture retailing
Ordinary
0
46.10
Nutley Dean Development Limited
England and Wales
Property development
Ordinary
50.00
-

I45 Limited owns 50% of the share capital in Nutley Dean Development Limited and up until 24 May 2023 owned 50% of the share capital of Bradmore Way Development Limited and Orchard Farm Development Limited. I45 Limited had the right to appoint a majority of the board members for all three companies. I45 Limited has control over Nutley Dean Development Limited and had control over Bradmore Way Development Limited and Orchard Farm Development Limited until 24 May 2023, all three companies have been treated as subsidiary companies.

All of the subsidiaries' registered offices are at 1 Bickenhall Mansions, Bickenhall Street, London W1U 6BP, except for Nutley Dean Development Limited whose Registered Office is at 23 Croydon Road, Reigate, Surrey, England, RH2 0LY.

16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Property stock
-
9,149,312
-
-
Work in progress
1,234,798
989,340
-
-
1,234,798
10,138,652
-
-
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
19,142,972
9,011,451
-
0
-
0
Corporation tax recoverable
79,393
78,911
93,750
93,750
Amounts owed by group undertakings
-
-
174,330
2,683,823
Other debtors
4,405,365
2,417,265
3,713,853
2,103,337
Prepayments and accrued income
10,438,014
7,747,100
8,429
163,805
34,065,744
19,254,727
3,990,362
5,044,715

The above financial assets are measured at amortised cost.

 

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 35 -
18
Current asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Listed investments
11,951,524
10,253,121
11,951,524
10,253,121
Unlisted investments
17,991,605
12,368,874
17,991,605
12,368,874
29,943,129
22,621,995
29,943,129
22,621,995

The above financial assets are measured at fair value.

19
Capital commitments

The company has amounts contracted for but not provided in the financial statements in respect of unlisted investments of $3,187,707 and €590,0003,078,492) (2022: $5,125,540 and €690,711 (£4,653,623)).

20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
-
0
7,332,967
-
0
1,428,514
Other borrowings
22
-
0
182,549
-
0
-
0
Trade creditors
28,212,940
21,338,146
8,784
1,986
Other taxation and social security
7,840,457
5,259,373
164,482
34,677
Other creditors
13,144,256
10,386,161
12,931,281
10,323,743
Accruals
7,342,009
5,627,001
63,000
43,748
56,539,662
50,126,197
13,167,547
11,832,668

The above financial liabilities are measured at amortised cost.

21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
-
0
801,381
-
0
-
0
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 36 -
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
-
0
8,134,348
-
0
1,428,514
Other loans
-
0
182,549
-
0
-
0
-
8,316,897
-
1,428,514
Payable within one year
-
0
7,515,516
-
0
1,428,514
Payable after one year
-
0
801,381
-
0
-
0

The company has an open ended credit facility with one of its bankers. The facility is secured by a fixed charge over certain of the company's current asset investments. Interest is charged when the facility is in use at 0.85% above the interbank interest rate of its banker. The facility was not in use at the year end.

 

The group's current and former property development subsidiaries had separate bank borrowings secured by fixed and floating charges over each of their assets. Nutley Dean Development Limited's loan was repaid during the year. The bank loans in respect of Orchard Farm Development Limited and Bradmore Way Development Limited are not included in these financial statements following the disposal of those subsidiaries.

 

The loans had expiry dates of 31 January 2023, 30 September 2023 and 30 October 2023. Interest was charged at discounted rates between 0.75% and 0.85% per month, subject to certain criteria being met. Those criteria were met during the period.

 

23
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
117,741
148,994
Unutilised tax losses
(495,000)
(335,000)
Unrealised gains on investments
495,000
335,000
Other timing differences
(95,000)
-
22,741
148,994
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
23
Deferred taxation
(Continued)
- 37 -
Liabilities
Liabilities
2023
2022
Company
£
£
Unutilised tax losses
(495,000)
(335,000)
Unrealised gains on investments
495,000
335,000
-
-
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 June 2022
148,994
-
Credit to profit or loss
(126,253)
-
Liability at 31 May 2023
22,741
-

The deferred tax liability set out above is expected to reverse and relates to the provision of a tax charge against recognised but unrealised gains on current asset investments and the recognition of a deferred tax asset in respect of losses carried forward to future periods. There is a further amount of £395,000 (2022: £185,000) in respect of a deferred tax asset on the unused losses that has not been recognised.

24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
513,276
471,868

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.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
24
Retirement benefit schemes
(Continued)
- 38 -
Defined benefit schemes

The company has a defined benefit pension scheme that provides benefits in retirement to certain of the group's employees.

 

At the reporting date the Scheme's assets were predominately invested in a global equities fund. All investment decisions are made by unanimous agreement of the member trustees of the Scheme, who intend to continue to diversify the funds across a broad range of global equities.

 

Discretionary Benefits

The Company’s funding makes allowance for discretionary pension increases after retirement. The Company would be willing to award discretionary pension increases of up to 5% per annum if sufficient funding is available. The Members accept that the Company will not pay further contributions into the Scheme to support discretionary increases at any particular level where the funding turns out not to be sufficient. There is a constructive obligation to provide benefits in excess of the minimum up to the value of the assets held by the scheme, but no more than that. For the purposes of this report the valuation of the Scheme’s liabilities and service costs allows for discretionary pension increases after retirement. The assumption selected for the discretionary pension increases leads to the scheme assets exceeding the scheme liabilities at the year end. This is an assumption, which may vary in the future reflecting the funding position at that time. The company cannot benefit from the excess in scheme assets and the surplus has not been recognised.

 

2023
2022
Key assumptions
%
%
Discount rate
5.30
3.40
Pension increase before retirement (CPI inflation)
2.70
2.90
Pension increase after retirement
5.00
5.00
Mortality assumptions
2023
2022

Assumed life expectations on retirement at age 55:

Years
Years
- Males
36
36
- Females
38
38
2023
2022

Amounts recognised in the income statement

£
£
Net interest on net defined benefit liability/(asset)
(42,000)
(4,000)
2023
2022

Amounts taken to other comprehensive income

£
£
Actual return on scheme assets
(100,000)
87,000
Calculated interest element
108,000
62,000
Return on scheme assets
8,000
149,000
Actuarial changes related to obligations
(829,000)
(1,162,000)
Total costs/(income)
(821,000)
(1,013,000)
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
24
Retirement benefit schemes
(Continued)
- 39 -

The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Present value of defined benefit obligations
1,182,000
1,945,000
1,182,000
1,945,000
Fair value of plan assets
(1,182,000)
(1,945,000)
(1,182,000)
(1,945,000)
Surplus in scheme
-
-
-
-
The assets of the scheme exceed the liabilities of the scheme. However, under the scheme rules the company cannot benefit from the surplus in assets, as a result the surplus has not been recognised.
Group
Company
2023
2023

Movements in the present value of defined benefit obligations

£
£
Liabilities at 1 June 2022
1,945,000
1,945,000
Actuarial gains and losses
(829,000)
(829,000)
Interest cost
66,000
66,000
At 31 May 2023
1,182,000
1,182,000
Group
Company
2023
2023

The defined benefit obligations arise from plans funded as follows:

£
£
Wholly unfunded obligations
-
-
Wholly or partly funded obligations
1,182,000
1,182,000
1,182,000
1,182,000
Group
Company
2023
2023

Movements in the fair value of plan assets

£
£
Fair value of assets at 1 June 2022
1,945,000
1,945,000
Interest income
108,000
108,000
Return on plan assets (excluding amounts included in net interest)
(8,000)
(8,000)
Restriction of surplus from which the company cannot benefit
(863,000)
(863,000)
At 31 May 2023
1,182,000
1,182,000
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
24
Retirement benefit schemes
(Continued)
- 40 -

Fair value of plan assets at the reporting period end

Group
Company
2023
2022
2023
2022
£
£
£
£
Equity instruments
3,267,000
3,166,000
3,267,000
3,166,000
Cash
3,000
4,000
3,000
4,000
Unrecognised assets
(2,088,000)
(1,225,000)
(2,088,000)
(1,225,000)
1,182,000
1,945,000
1,182,000
1,945,000
25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
10,000
10,000
100
100
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 41 -
26
Share-based payment transactions

The company has not granted any options over its shares.

 

Certain employees of the Group's subsidary companies, Oktra Limited and Oktra Regions Limited, have been granted unapproved options over shares in those companies as follows: -

Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 June 2022
31,678
31,553
-
-
Granted
-
125
-
0.10
Outstanding at 31 May 2023
31,678
31,678
-
-
Exercisable at 31 May 2023
-
-
-
-

750 of the options outstanding at 31 May 2023 are over Oktra Limited's ordinary shares, these options have an exercise price of £0.10.

500 options have a remaining contract life of 6 years and 8 months.

125 options have a remaining contract life of 7 years and 6 months.

125 options have a remaining contract life of 8 years.

 

30,928 of the options outstanding at 31 May 2023 are over Oktra Regions Limited's ordinary shares. These options have an exercise price of £0.0001 and have a remaining contract life of 7 years.

 

The options are subject to a number of vesting conditions and are exercisable between the date of the grant and the end of the exercise period.

 

The options become exercisable following any of the following triggers: -

 

Admission (i.e. the first occasion on which ordinary shares in the capital of the company are admitted to the Official List of the UK Listing Authority or to trading on AIM or permission is given for them to be traded on any other share market approved for this purpose by the holders of a majority of the ordinary share capital);

An asset sale;

A company sale;

Any other circumstances at the discretion of the parent company.

Group

Grant of share options

The company's subsidiary, Oktra Limited, issued share options to certain of that company's employees in June 2021.

 

The fair value of the options granted to the employees in June 2021 were calculated using the Black-Scholes pricing model which gave a fair value of £160.40 per option. The total charge for the options based on the fair value calculated by the pricing model was £20,050. The amount is not significant and has not been provided.

 

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 42 -
27
Disposals

On 31 May 2023 the group disposed of its 100% holding in Affinity Construction Limited (previously Oktra North Limited) to TRAK Holdings Limited, a company under common control. Included in these financial statements are profits of £23,630 arising from the company's interests in Affinity Construction Limited (previously Oktra North Limited) up to the date of its disposal.

 

On 31 May 2023 the group disposed of its 100% holding in Affinity Flooring Limited to TRAK Holdings Limited, a company under common control. Included in these financial statements are profits of £123,355 arising from the company's interests in Affinity Flooring Limited up to the date of its disposal.

 

On 31 May 2023 the group disposed of its 100% holding in Affinity Reach Limited (previously Oktra Interiors Limited) to TRAK Holdings Limited, a company under common control. Included in these financial statements are losses of £12,915 arising from the company's interests in Affinity Reach Limited (previously Oktra Interiors Limited) up to the date of its disposal.

 

On 4 August 2022 the group disposed of its 40% holding in Echospace Limited. The consideration for the

disposal equalled the carrying value of Echospace Limited in the group accounts at the date of disposal.

On 24 May 2023 the group disposed of its 50% holding in Orchard Farm Development Limited. Included in these financial statements are profits of £4,107 arising from the company's interests in Orchard Farm Development Limited up to the date of its disposal.

 

On 24 May 2023 the group disposed of its 50% holding in Bradmore Way Development Limited. Included in these financial statements are losses of £217 arising from the company's interests in Bradmore Way Development Limited up to the date of its disposal.

28
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
2023
2022
2023
2022
£
£
£
£
Within one year
1,088,291
1,117,378
-
-
Between two and five years
603,360
1,690,564
-
-
1,691,651
2,807,942
-
-
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 43 -
29
Related party transactions
Remuneration of key management personnel

Key management personnel are directors of the company and subsidiaries and members of the leadership team and have authority and responsibility for planning, directing and controlling the activities of the group and are considered to be key management personnel. The total remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
4,797,388
4,176,641
Transactions with related parties

Company and Group

The company received dividends of £6,273,554 (2022: £1,996,123) from subsidiary companies during the year.

 

The company charged management fees to subsidiary companies of £2,398,354 (2022: £600,000).

 

The company received interest from a subsidiary company of £107,145 (2022: £161,555).

 

At the year end the company was owed £174,330 (2022: £2,683,823) in aggregate by its subsidiaries.

 

Other related parties

 

During the year, as shareholders of a group company, directors were credited with dividends of £1,983,378 (2022: £636,056).

 

At the year end the company owed £12,931,281 (2022: £10,323,743) in aggregate to its directors.

 

The controlling shareholder has a 50% holding in Chalk Lane Properties Limited. At the year end the company was owed £7,666,044 (2022: £4,813,337) by Chalk Lane Properties Limited. The development has been affected by various challenges and a provision of £3,290,000 (2022: £2,710,000) has been made against the loan during the year. The total provision made at the year end was £6,000,000 (2022: £2,710,000). No income is likely to arise from this loan and hence none has been accrued in these accounts.

 

G Essex is a joint venture partner of I45 Ltd's controlling shareholder. During the year I45 Limited recharged legal fees to G Essex of £2,862 (2022: £Nil) and also made loans of £292,416 (2022: £Nil) to G Essex.

 

During the year, consultancy fees of £18,000 (2022: £72,000) were charged to the company by N G Andrew, a close family member of G Andrew, a director of the company.

 

During the year, professional services amounting to £212,125 (2022: £154,500) were provided by Sanders Chartered Accountants, a business controlled by S Sanders, a director of the company.

I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
29
Related party transactions
(Continued)
- 44 -

Virtue Property Group Limited is a 50% shareholder in certain of the company's subsidiaries and former subsidiaries. During the year the company loaned Virtue Property Group Limited £180,000 (2022: £Nil) in return for fees and interest of £27,500 (£Nil).

 

Orchard Farm Developments Limited was a subsidiary company during the year until the shares were disposed of on 24 May 2023 to a related company. The controlling shareholder of I45 Limited continues to have an indirect 50% interest in the share capital of Orchard Farm Developments Limited. At the year end the company was owed £1,188,211 (2022: £Nil) by Orchard Farm Developments Limited.

 

Bradmore Way Developments Limited was a subsidiary company during the year until the shares were disposed of on 24 May 2023 to a related company. The controlling shareholder of I45 Limited continues to have an indirect 50% interest in the share capital of Bradmore Way Developments Limited. At the year end the company was owed £566,199 (2022: £566,199) by Bradmore Way Developments Limited.

At the year end, the group had loaned £30,000 (2022: £260,887) to Affinity Flooring Limited, a company under common control.

 

The group was charged £3,229 (2022: £Nil) for Corporation Tax group relief by Affinity Reach Limited (previously known as Oktra Interiors Limited), a former group company, during the year. At the year end the group owed £3,229 (2022: £Nil) to Affinity Reach Limited (previously known as Oktra Interiors Limited).

 

Pryor Wood Developments Limited is controlled by a director of a group company. During the year, the group purchased services of £16,000 (2022: £16,000) from Pryor Wood Developments Limited.

30
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
11,597,820
2,122,105
Adjustments for:
Share of results of associates and joint ventures
-
(49,960)
Taxation charged
1,531,070
852,131
Finance costs
3,301,125
2,716,140
Investment income
(489,890)
(242,799)
(Gain)/loss on disposal of tangible fixed assets
-
767
Amortisation and impairment of intangible assets
613,117
613,117
Depreciation and impairment of tangible fixed assets
362,039
400,368
Loss/(gain) on sale of investments
271,898
(145,626)
Fair value gains and losses on investments
(808,900)
(844,862)
Movements in working capital:
Decrease/(increase) in stocks
3,521,073
(9,439,469)
(Increase) in debtors
(13,374,160)
(844,068)
Increase in creditors
16,570,879
13,320,265
Increase/(decrease) in deferred income
2,032,101
(3,615,220)
Cash generated from operations
25,128,172
4,842,889
I45 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 45 -
31
Controlling party

Mr G Andrew is the ultimate controlling party.

2023-05-312022-06-01falseCCH SoftwareCCH Accounts Production 2023.200E C AndrewG J AndrewS B SandersE M T Den 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