Registered number: 10720594
INGENIOUS (IEP COVER) LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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INGENIOUS (IEP COVER) LIMITED
COMPANY INFORMATION
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INGENIOUS (IEP COVER) LIMITED
CONTENTS
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Independent Auditor's Report
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Notes to the Financial Statements
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INGENIOUS (IEP COVER) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The Director presents his report and the financial statements for the year ended 30 June 2024.
The Company is a wholly-owned subsidiary within the Ingenious Capital Management Holdings Limited group (the "Group"). The principal activity of the company is to be the appointed representative of the insurance policy relating to certain investment products offered by Ingenious Capital Management Limited. The principal place of business is Parcels Building, 14 Bird Street, London, United Kingdom.
The Company's business activities, together with the factors likely to affect its future development, performance and position have been reviewed by the Director. Refer to note 1.2 for further details.
Principal risks and uncertainties
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The key business risks faced by the Company can be affected by a number of factors some of which may result from matters beyond the Company's control. This may include for example conditions in the domestic and global financial markets and the wider economy, as well as changes in legislation. The financial risk and operational management policies are determined for the Group as a whole and are discussed in the Group's annual reports and financial statements.
The Director has specifically considered the impact of macroeconomic factors such as higher than expected inflation rates and exposure to fluctuating interest rates, both contributing to the increased economic uncertainty which is expected in the next 12 months.
The Company is exposed to financial risk through its financial assets and liabilities. The most important components of financial risk are:
(a) Liquidity risk
Liquidity risk is the risk that the Company could have short-term funding requirements to meet its payment obligations to counterparties. The Group operates a group-wide treasury management strategy to manage the liquidity requirements of the Group as a whole (including the Company) and is discussed in the Group's annual report and financial statements.
(b) Credit risk
The Company’s principal financial assets are loans with the Company’s credit risk primarily attributable to its trade loans. Where possible the Company reviews the credit rating of its partners and undertakes regular detailed reviews of any outstanding receivable balances. The amounts presented in the Balance Sheet are net of allowances for doubtful receivables.
(c) Business risk
Business risk is the failure of the business to execute its business strategy and therefore being unsuccessful in achieving projected returns. This includes changes to tax legislation or financial regulation.
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INGENIOUS (IEP COVER) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Director's responsibilities statement
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The Director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless they he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements 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 Company will continue in business.
The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £58,243 (2023 - £56,626).
The Director considers the Company's performance during the year to be in line with expectations, and will continue to monitor the trading activities undertaken by the Company.
The Director does not recommend the payment of a dividend for the year ended 30 June 2024 (2023 - £nil).
The Directors who served during the year and subsequently were:
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N Forster (resigned 6 March 2024)
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The Company intends to continue to undertake its principal activity (see note 2).
Provision of insurance to directors
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All Directors were covered by directors' and officers' liability insurance throughout the year under review and this will continue to remain in force.
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INGENIOUS (IEP COVER) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Disclosure of information to auditor
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The Director at the time when this Director's Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Small companies exemption
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In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditor, BDO LLP, will be proposed for reappointment in accordance with section 487(2) of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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INGENIOUS (IEP COVER) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS (IEP COVER) LIMITED
Opinion on the financial statements
In our opinion:
∙the financial statements give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its profit for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Ingenious (IEP Cover) Limited (“the Company”) for the year ended 30 June 2024 which comprise the Profit and Loss Account, Balance Sheet, and 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.
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the 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.
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. 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
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INGENIOUS (IEP COVER) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS (IEP COVER) LIMITED
are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the 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.
In the light of the knowledge and understanding of the Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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 entitled to prepare the financial statements in accordance with the small companies' regime and take advantage of the small companies' exemptions 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 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 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.
Extent to which the audit was 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:
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INGENIOUS (IEP COVER) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS (IEP COVER) LIMITED
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
we considered the significant laws and regulations to be Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be UK tax legislation and the health and safety legislation.
Our procedures in respect of the above included:
∙Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures for compliance with the applicable reporting standard; and
∙Review of tax computation and related financial statement disclosures by a tax specialists.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiring of management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
∙Testing a sample of journal entries throughout the year which meet a defined risk criteria as well as journals that do not meet the aforementioned risk criteria. Testing carried out by agreeing to supporting documentation and understanding the rationale for such transactions.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and
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INGENIOUS (IEP COVER) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS (IEP COVER) LIMITED
the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For an behalf of BDO LLP, statutory auditor
Statutory Auditor
London, UK
Date:28 March 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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INGENIOUS (IEP COVER) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
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Profit for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account.
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 10 to 14 form part of these financial statements.
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INGENIOUS (IEP COVER) LIMITED
REGISTERED NUMBER: 10720594
BALANCE SHEET
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 14 form part of these financial statements.
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INGENIOUS (IEP COVER) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The functional and presentational currency of the Company is considered to be pound sterling because that is the currency of the primary economic environment in which the Company operates.
The Company meets the definition of a small company under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments and presentation of a cash flow statement.
The following principal accounting policies have been applied:
The Company’s business activities, its performance for the year, its net asset position at year end, together with the factors likely to affect its future development, have been reviewed by the Director. The Director has considered the impact of macroeconomic factors such as higher than expected inflation rates and exposure to fluctuating interest rates, both contributing to the increased economic uncertainty which is expected in the next 12 months.
At the time of approval of these financial statements, the Director believes that all of the aforementioned events have had a minimal (if any) impact on the Company's activities due to the bespoke nature of the Company’s trade which is wholly based in the UK. The Company incurs the insurance premium expense as the appointed representative for the insurance policy for certain investment products offered by Ingenious Capital Management Limited, which is subsequently recharged to Ingenious Capital Management Limited. The director believes that the Company is well placed to manage its business successfully and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly the director continues to adopt the going concern basis in preparing the Directors' Report and Financial Statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Insurance income is recognised with the agent method of revenue recognition, where it acts as an agent in the provision of insurance services to investors, rather than a principal. This is determined using the principal versus the agent framework, whereby the Company has no control of the insurance services before it is transferred to investors.
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INGENIOUS (IEP COVER) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment.
Short term creditors are measured at the transaction price.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
The Company is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered office is Parcels Building, 14 Bird Street, London, W1U 1BU.
The Company is a wholly-owned subsidiary within the Ingenious Capital Management Holdings Limited group (the "Group"). The principal activity of the Company is to be the appointed representative of the insurance policy relating to certain investment products offered by Ingenious Capital Management Limited, a fellow subsidiary within the Group.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, which are described in note 1, the Director is required to make judgements, estimates and assumptions about the carrying amounts 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 year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.
There were no critical accounting judgments or key sources of estimations during the year.
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INGENIOUS (IEP COVER) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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The operating profit is stated after charging:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company incurred no staff costs nor paid any remuneration to its Directors during the current or prior year. The Company had no employees during the current or prior year.
The emoluments of the Directors were paid and borne by other Group undertakings and none of their remuneration was specifically attributable to their services to the Company.
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Taxation on profit on ordinary activities
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INGENIOUS (IEP COVER) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
7.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 19.00%)
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Amounts owed by Group undertakings
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Amounts owed by Group undertakings represents a balance owed in respect of an intra-group interest-free loan with a company within the Group. There are no fixed terms of repayment.
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INGENIOUS (IEP COVER) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Creditors: Amounts falling due within one year
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Amounts owed to Group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to Group undertakings represents a balance owed in respect of an intra-group interest-free loan with a company within the Group. There are no fixed terms of repayment.
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Authorised, allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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Related party transactions
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The Company has applied the exemption granted by Section 33.1A of FRS 102 Related Party Disclosures not to disclose transactions with the parent company on the basis that it is a wholly owned subsidiary or any transactions with other related parties that have been undertaken under normal market conditions. Under this standard, disclosure is only required of material transactions with related parties that are not at arms length.
At year end, the Company was owed £5,107 (2023: £11,242) relating to VAT, which is payable by Freeshire Limited, Freeshire Limited submits VAT returns on behalf of all companies within the VAT group and shares the same ultimate controlling party.
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During the year ended 30 June 2024 the Company was a wholly owned subsidiary of Ingenious Capital Management Holdings Limited. The ultimate controlling party is P A McKenna.
The consolidated financial statements of Ingenious Capital Management Holdings Limited can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
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