Ingenuity Topco Limited
Annual Report and Financial Statements
For the period ended 31 March 2024
Company Registration No. 14520358 (England and Wales)
Ingenuity Topco Limited
Company Information
Directors
L Grant
C S Kemp
M J Rourke
Company number
14520358
Registered office
3rd Floor
24-32 Stephenson Way
London
United Kingdom
NW1 2HD
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Ingenuity Topco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 36
Ingenuity Topco Limited
Strategic Report
For the period ended 31 March 2024
Page 1

The directors present the strategic report for the sixteen month period from incorporation in December 2022 to 31 March 2024. The Group was formed when Cow Corner Investments (No. 6) Limited acquired Ingenuity Holdings Limited. Immediately following this the Group acquired Future Factory Consultants Limited.

Review of the business

Ingenuity Group is a specialist business service business, providing a range of services which facilitate connections between all participants of the marketing industry, helping them to achieve their business objectives. The key services of the Group are:

 

Revenue growth in the period has been strong in the subsidiaries. Over the period the Group have made some significant investments in the business, including; making a number of key hires to strengthen the leadership of the business and to increase the level of expertise to drive growth and moving offices in London to get all Group employees based in London into one office.

As these accounts cover the period since incorporation, we have not included KPIs. However, the Board considers the main KPIs going forward to be:

 

Future developments and acquisitions

The Group are focused on continuing to increase the number of connections made between agencies and brands – increasing the services offered by the Group and the number of clients served. As well as making a number of key hires the Group have made several acquisitions to meet its strategic objectives.

On the 7 December 2022 the Group acquired Future Factory Consultants Limited, increasing the number of marketing agencies that the Group provide outsourced business development services to.

On the 28 February 2024 the Group acquired Reg&Co Limited to strengthen the brand partnerships offering.

Following the year end, but prior to the date of this report, the Group acquired:

Financial Position

The balance sheet shows the Group’s financial position at year end. The Group had available cash of £1.4m. Whilst the Group shows a net liability position of £1.8m this is the consequence of the shareholders’ preference shares being classified as a debt instrument. The preference shares are non-cash paying and are held exclusively by the majority shareholder and the founders of Ingenuity, who view them as equity instruments. As a consequence, it is the view of the directors that the Group is very well capitalised.

Ingenuity Topco Limited
Strategic Report (Continued)
For the period ended 31 March 2024
Page 2
Principal risks and uncertainties

The Group is exposed to market risk and competitor behaviour which could impact the valuation of its investments, goodwill or other intangible assets as well as its trading performance. The Group monitors the risks it believes it faces on an ongoing basis with a view to managing and mitigating these. These include:

 

 

 

On behalf of the board

C S Kemp
Director
30 April 2025
Ingenuity Topco Limited
Directors' Report
For the period ended 31 March 2024
Page 3

The directors present their annual report and financial statements for the period ended 31 March 2024.

Principal activities

The principal activity of the group were marketing services.

Directors

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

L Grant
C S Kemp
M J Rourke
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

On behalf of the board
C S Kemp
Director
30 April 2025
Ingenuity Topco Limited
Directors' Responsibilities Statement
For the period ended 31 March 2024
Page 4

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

 

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

 

 

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.

Ingenuity Topco Limited
Independent Auditor's Report
To the Members of Ingenuity Topco Limited
Page 5
Opinion

We have audited the financial statements of Ingenuity Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Ingenuity Topco Limited
Independent Auditor's Report (Continued)
To the Members of Ingenuity Topco Limited
Page 6

Opinions on other matters prescribed by the Companies Act 2006

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

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 their 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Ingenuity Topco Limited
Independent Auditor's Report (Continued)
To the Members of Ingenuity Topco Limited
Page 7
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.

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

 

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.

 

 

Ingenuity Topco Limited
Independent Auditor's Report (Continued)
To the Members of Ingenuity Topco Limited
Page 8

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.

 

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.

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 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 the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Kersse (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
30 April 2025
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Ingenuity Topco Limited
Group Statement of Comprehensive Income
For the period ended 31 March 2024
Page 9
Period ended
31 March
2024
Notes
£
Turnover
3
15,788,320
Cost of sales
(800,773)
Gross profit
14,987,547
Administrative expenses
(14,501,827)
Operating profit
4
485,720
Comprising of
Operating profit before amortisation
2,765,299
Goodwill amortisation
(2,279,579)
485,720
Interest receivable and similar income
8
69,430
Interest payable and similar expenses
9
(1,805,903)
Loss before taxation
(1,250,753)
Tax on loss
10
(669,895)
Loss for the financial period
(1,920,648)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
Ingenuity Topco Limited
Group Balance Sheet
As at 31 March 2024
31 March 2024
Page 10
2024
Notes
£
£
Fixed assets
Goodwill
11
15,733,041
Other intangible assets
11
55,547
Total intangible assets
15,788,588
Tangible assets
12
476,467
16,265,055
Current assets
Debtors
15
2,849,071
Cash at bank and in hand
1,392,096
4,241,167
Creditors: amounts falling due within one year
16
(3,290,908)
Net current assets
950,259
Total assets less current liabilities
17,215,314
Creditors: amounts falling due after more than one year
17
(18,898,051)
Provisions for liabilities
Deferred tax liability
19
(58,482)
(58,482)
Net liabilities
(1,741,219)
Capital and reserves
Called up share capital
21
9,902
Share premium account
169,527
Profit and loss reserves
(1,920,648)
Total equity
(1,741,219)
The financial statements were approved by the board of directors and authorised for issue on 30 April 2025 and are signed on its behalf by:
30 April 2025
C S Kemp
Director
Ingenuity Topco Limited
Company Balance Sheet
As at 31 March 2024
31 March 2024
Page 11
2024
Notes
£
£
Fixed assets
Investments
13
1
Current assets
Debtors
15
17,271,418
Net current assets
17,271,418
Total assets less current liabilities
17,271,419
Creditors: amounts falling due after more than one year
17
(18,898,051)
Net liabilities
(1,626,632)
Capital and reserves
Called up share capital
21
9,902
Share premium account
169,527
Profit and loss reserves
(1,806,061)
Total equity
(1,626,632)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £1,806,061.

The financial statements were approved by the board of directors and authorised for issue on 30 April 2025 and are signed on its behalf by:
30 April 2025
C S Kemp
Director
Company Registration No. 14520358 (England and Wales)
Ingenuity Topco Limited
Group Statement of Changes in Equity
For the period ended 31 March 2024
Page 12
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 2 December 2022
-
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive income for the period
-
-
(1,920,648)
(1,920,648)
Issue of share capital
21
9,902
169,527
-
179,429
Balance at 31 March 2024
9,902
169,527
(1,920,648)
(1,741,219)
Ingenuity Topco Limited
Company Statement of Changes in Equity
For the period ended 31 March 2024
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 2 December 2022
-
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive income for the period
-
-
(1,806,061)
(1,806,061)
Issue of share capital
21
9,902
169,527
-
179,429
Balance at 31 March 2024
9,902
169,527
(1,806,061)
(1,626,632)
Ingenuity Topco Limited
Group Statement of Cash Flows
For the period ended 31 March 2024
Page 14
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
2,120,913
Income taxes paid
(1,086,508)
Net cash inflow/(outflow) from operating activities
1,034,405
Investing activities
Purchase of intangible assets
(87,907)
Purchase of tangible fixed assets
(391,171)
Proceeds from disposal of tangible fixed assets
(3,453)
Purchase of subsidiary
(14,141,632)
Cash acquired from subsidiary
4,275,424
Interest received
69,430
Net cash used in investing activities
(10,279,309)
Financing activities
Proceeds from issue of shares
113,084
Issue of preference shares
10,524,118
Interest paid
(202)
Net cash generated from/(used in) financing activities
10,637,000
Net increase in cash and cash equivalents
1,392,096
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,392,096
Ingenuity Topco Limited
Notes to the Group Financial Statements
For the period ended 31 March 2024
Page 15
1
Accounting policies
Company information

Ingenuity Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 24-32 Stephenson Way, London, United Kingdom, NW1 2HD.

 

The group consists of Ingenuity Topco Limited and all of its subsidiaries.

1.1
Reporting period

The reporting period is a long period from incorporation of the company on 2 December 2022 to 31 March 2024.

1.2
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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 16
1.3
Business combinations

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

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ingenuity Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the period end, the Group reported a loss after tax of £1,920,648 and the parent company reported a loss after tax of £1,086,061. For the group, this is mainly due to other interest on financial liabilities of £1,805,903 and amortisation on goodwill of £2,279,579. The interest on financial liabilities accounts for most of the parent company loss. The Group was in a net liability position of £1,741,219 at the period end and a net current asset position of £950,259 with the parent company in a net liability position of £1,626,632. The main reason for the net liability position being preference shares held as a financial liability on the balance sheet at the year end which are not recallable by the holders of the preference shares.

 

The trading entities are profitable and continue to be in FY25 while the Directors have also prepared cash flow forecasts covering the 12 month period beyond the signing date of these financial statements. These forecasts and existing performance show the group and company is a going concern. In addition, the group (including the parent company) has obtained a letter of support from its majority shareholder indicating that they will provide support as required to enable the group and parent company to meet its liabilities as they fall due, the Directors have also confirmed that the majority shareholder has sufficient resources to provide that support. On the basis of the cash flow forecasts and support from the majority shareholder, the Directors are of the opinion that the financial statements can be prepared on the going concern basis.

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 17
1.6
Turnover

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

 

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

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

 

Revenue derived from retainer fees is recognised in accordance with terms of the contractual arrangements, on a straight line basis across the contractual service period.

 

Event revenue is recognised when the event takes place, being the point the company has obtained the right to compensation.

 

Commission revenue is recognised in the period in which the commission is earned in line with contractual arrangements.

1.7
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 10 years. The goodwill arising on the acquisitions is attributable to strength of relationships, industry expertise and presence within the market which management estimate the useful economic life to be 10 years.

 

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

1.8
Intangible fixed assets other than goodwill

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

 

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

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 18

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

Software development costs
2 to 3 years straight line basis
1.9
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:

Fixtures and fittings
2 to 4 years straight line basis
Computers
2 to 5 years 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 profit and loss account.

1.10
Fixed asset investments

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

 

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

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

1.11
Impairment of fixed assets

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

 

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

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

 

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

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 19

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

1.12
Cash and cash equivalents

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

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

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.

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 20
Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
Equity instruments

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

1.15
Taxation

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

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
1
Accounting policies
(Continued)
Page 21
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

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

 

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

 

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.

1.17
Retirement benefits

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

1.18
Leases

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

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 22
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.

Impairment of investments

The company holds investments in its subsidiary companies. Investments are measured at cost less accumulated impairment. Such impairment is determined through the comparison of carrying value against value in use. The Directors do not consider these investments to be impaired and will continue to review the investments for impairment on an annual basis.

Recoverability of amounts owed by group companies

Where management have deemed balances to be irrecoverable, a provision against the respective balance from the relevant entity has been made. Trading entities are forecast to be profitable in 2025 and beyond based on management estimates and this will allow the pay down of group balances.

Carrying value of intangible assets

The determination for the carrying value of intangible assets including goodwill arising on the acquisition of businesses is based on management judgement. The assets are expected to generate future economic benefits which are discounted to determine their value in use. Assumptions made within this calculation include expected future cash flows, discount rate and useful life for which a change a change would alter the value of intangible assets. Goodwill is tested for impairment annually by re-performing this assessment.

Revenue recognition

The main area of judgement in revenue recognition is for projects not completed in a financial year. Estimates of revenue are based on the stage of completion which is calculated by comparing costs incurred, mainly in relation to expected staff time on a project overall compared to staff time incurred at the period end. Where a service is not completed and invoiced, revenue will be recognised based upon this stage of completion as a portion of the fee agreed in advance with clients. Any material change to these estimates would affect revenue recognised as well as deferred and accrued income on the balance sheet.

Preference shares

Management have reviewed the criteria under FRS102 for the accounting of preference shares and made a judgement based on the information included within the Articles of Association. The preference shares are mandatorily redeemable on a specific date and dividends are non-discretionary therefore have been classified as a liability within the accounts.

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 23
3
Turnover and other revenue
2024
£
Turnover analysed by geographical market
UK
15,142,740
Rest of the world
645,580
15,788,320
2024
£
Other revenue
Interest income
69,430
4
Operating profit
2024
£
Operating profit for the period is stated after charging:
Exchange losses
7,066
Depreciation of owned tangible fixed assets
16,406
Loss on disposal of tangible fixed assets
3,484
Amortisation of intangible assets
2,311,939
Operating lease charges
367,942
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
23,000
Audit of the financial statements of the company's subsidiaries
27,000
50,000
For other services
Taxation compliance services
18,000
All other non-audit services
23,500
41,500
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 24
6
Employees

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

Group
Company
2024
2024
Number
Number
Client Service Functions
142
-
Admin and Central Functions
10
-
Total
152
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
8,808,171
-
0
Social security costs
931,139
-
Pension costs
254,102
-
0
9,993,412
-
0
7
Directors' remuneration
2024
£
Remuneration for qualifying services
277,359
Company pension contributions to defined contribution schemes
35,621
312,980
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1. Only one director is paid through the group.
8
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
69,430
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 25
9
Interest payable and similar expenses
2024
£
Other interest on financial liabilities
1,805,903
10
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
624,733
Deferred tax
Origination and reversal of timing differences
45,162
Total tax charge
669,895

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

2024
£
Loss before taxation
(1,250,753)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.53%
(294,275)
Tax effect of expenses that are not deductible in determining taxable profit
457,462
Effect of change in corporation tax rate
(29,628)
Amortisation on assets not qualifying for tax allowances
536,336
Taxation charge
669,895
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 26
11
Intangible fixed assets
Group
Goodwill
Software development costs
Total
£
£
£
Cost
At 2 December 2022
-
0
-
0
-
0
Additions - separately acquired
-
0
87,907
87,907
Additions - business combinations
18,012,620
-
0
18,012,620
At 31 March 2024
18,012,620
87,907
18,100,527
Amortisation and impairment
At 2 December 2022
-
0
-
0
-
0
Amortisation charged for the period
2,279,579
32,360
2,311,939
At 31 March 2024
2,279,579
32,360
2,311,939
Carrying amount
At 31 March 2024
15,733,041
55,547
15,788,588
The company had no intangible fixed assets at 31 March 2024.

Amortisation of intangible assets is charged to administrative expenses. Goodwill relates to goodwill arising on acquisitions during the period which can be found in note 22.

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 27
12
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 2 December 2022
-
0
-
0
-
0
Additions
387,436
3,735
391,171
Business combinations
53,360
48,373
101,733
Disposals
(1,645)
-
0
(1,645)
At 31 March 2024
439,151
52,108
491,259
Depreciation and impairment
At 2 December 2022
-
0
-
0
-
0
Depreciation charged in the period
4,820
11,586
16,406
Eliminated in respect of disposals
(1,614)
-
0
(1,614)
At 31 March 2024
3,206
11,586
14,792
Carrying amount
At 31 March 2024
435,945
40,522
476,467
The company had no tangible fixed assets at 31 March 2024.
13
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
14
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 2 December 2022
-
Additions
1
At 31 March 2024
1
Carrying amount
At 31 March 2024
1
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 28
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of shares held
% Held
Direct
Indirect
Ingenuity MidCo Limited
1
Holding company
Ordinary Shares
100.00
-
ING Holdings Limited
1
Holding company
Ordinary Shares
0
100.00
Ingenuity ABM Limited
1
Advertising & Marketing Consultancy
Ordinary Shares
0
100.00
Future Factory Consultants Limited
1
Advertising & Marketing Consultancy
Ordinary Shares
0
100.00
Reg & Co Limited
1
Advertising & Marketing Consultancy
Ordinary Shares
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1. 3rd Floor; 24-32 Stephenson Way, London, NW1 2HD

All the above subsidiaries are included in the consolidation.

 

For the period ended 31 March 2024, the following companies have taken the entitled exemption from audit under section 479A of the Companies Act 2006. Ingenuity Topco Limited have therefore given a guarantee under section 479C of the Companies Act 2006 in respect of these subsidiaries:

 

Ingenuity Midco Limited

ING Holdings Limited

Ingenuity ABM Limited

Future Factory Consultants Limited

Reg & Co. Limited

15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
2,224,201
-
0
Amounts owed by group undertakings
-
17,270,828
Other debtors
281,625
590
Prepayments and accrued income
343,245
-
0
2,849,071
17,271,418
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 29
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Trade creditors
138,307
-
0
Corporation tax payable
331,509
-
0
Other taxation and social security
724,129
-
Other creditors
1,084,704
-
0
Accruals and deferred income
1,012,259
-
0
3,290,908
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Preference shares
18
18,898,051
18,898,051

The preference shares meet the definition of a basic financial instrument and therefore are not included in equity. The rights attributable to the preference shares in respect of voting, dividends and return of capital can be found in note 21.

 

The preference shares were issued during the period to fund the acquisitions made during the period and attract interest of 8%, compounded annually, of which £1,805,701 is accrued and included in the amount of £18,898,051 above.                        

                        

18
Loans and overdrafts
Group
Company
2024
2024
£
£
Preference shares
18,898,051
18,898,051
Payable after one year
18,898,051
18,898,051
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 30
19
Deferred taxation

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

Liabilities
2024
Group
£
Accelerated capital allowances
58,482
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 2 December 2022
-
-
Charge to profit or loss
58,482
-
Liability at 31 March 2024
58,482
-

The deferred tax liability set out above is expected to reverse over several years and relates to accelerated capital allowances that are expected to mature within the same period.

20
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
254,102

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. Contributions totalling £24,622 were payable to the fund at the balance sheet date and are included in creditors.

21
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary Shares of £1 each
9,514
9,514
Ordinary Class B Shares of £1 each
349
349
Deferred Shares of £1 each
39
39
9,902
9,902
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
21
Share capital
(Continued)
Page 31
2024
2024
Preference share capital
Number
£
Issued and fully paid
Preference Shares of £1 each
17,092,350
17,092,350
Preference shares classified as liabilities
17,092,350

Voting

All classes of shares, with the exception of ordinary shares, are non-voting as set out in the Company's articles of association. Only holders of the ordinary shares and preference shares will receive notice of all general meetings.    

 

Dividends

Ordinary shares and B ordinary shares rank pari passu in respect of dividends. No dividend shall be declared or paid on the deferred shares.

                                            

Return of capital        

On a return of capital on liquidation or otherwise, the surplus assets of the Company remaining of its liabilities shall be applied in the following order of priority:

 

Preference shares

During the period, the Company issued 17,092,350 preference shares of £1 each which attract a dividend at a rate of 8%, compounded annually. The rights relating to the preference shares in respect of voting and on return of capital are documented above. The preference shares are classified as a financial liability in accordance with accounting standards and are included in creditors falling due after more than one year in note 18.                                                

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 32
22
Acquisition of a business

During the period, the Group acquired 100% of the share capital of the following entities:

 

Entity name                    Date acquired

ING Holdings Limited                5th December 2022

Future Factory Consultants Limited        7th December 2022

Reg & Co Limited                 29th February 2024

 

All of these acquisitions were accounted for using the purchase method. Furthermore, these business operated in the marketing services, brand and sponsorship sectors.

 

On 5 December 2022 the group acquired 100% of the issued capital of ING Holdings Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
53,360
-
53,360
Trade and other receivables
1,231,755
-
1,231,755
Cash and cash equivalents
2,819,247
-
2,819,247
Trade and other payables
(1,519,974)
-
(1,519,974)
Total identifiable net assets
2,584,388
-
2,584,388
Goodwill
14,190,757
Total consideration
16,775,145
The consideration was satisfied by:
£
Cash
8,230,738
Deferred consideration
1,826,000
Issue of preference shares in Ingenuity Topco Limited
6,568,232
Issue of ordinary shares in Ingenuity Topco Limited
66,345
Directly attributable expenses
83,830
16,775,145
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
10,376,894
Profit after tax
1,657,079
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
22
Acquisition of a business
(Continued)
Page 33

On 7 December 2022 the group acquired 100 percent of the issued capital of Future Factory Consultants Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
48,373
-
48,373
Trade and other receivables
601,835
-
601,835
Cash and cash equivalents
1,142,725
-
1,142,725
Trade and other payables
(630,530)
-
(630,530)
Total identifiable net assets
1,162,403
-
1,162,403
Goodwill
3,032,398
Total consideration
4,194,801
The consideration was satisfied by:
£
Cash
2,575,000
Deferred consideration
1,575,000
Directly attributable expenses
44,801
4,194,801
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,361,479
Profit after tax
509,399
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
22
Acquisition of a business
(Continued)
Page 34

On 28 February 2024 the group acquired 100 percent of the issued capital of Reg & Co Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Trade and other receivables
142,810
-
142,810
Cash and cash equivalents
23,496
-
23,496
Trade and other payables
(99,508)
-
(99,508)
Total identifiable net assets
66,798
-
66,798
Goodwill
789,465
Total consideration
856,263
The consideration was satisfied by:
£
Cash
830,000
Directly attributable costs
26,263
856,263
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
51,947
Loss after tax
(4,589)
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2024
£
£
Within one year
279,550
-
Between two and five years
1,203,675
-
1,483,225
-
Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 35
24
Events after the reporting date

On 14 June 2024, the group acquired the entire share capital of Hippocampus Media Limited, which operates a number of festivals on marketing and advertising in the UK. The total consideration was £7,058,429, comprising £4,858,845 which was paid immediately in cash, £486,118 issued as preference shares, £163,882 issued as ordinary shares, £20,636 issued as B ordinary shares, £1,450,000 as an earnout and directly attributable expenses of £78,948 which were capitalised.

 

On 31 March 2025, the group acquired the entire share capital of Pearlfinders Limited, which operates a data and insights platform. The total consideration was £2,875,000, comprising £1,675,000 which was paid immediately in cash and £1,200,000 as deferred consideration.

 

On 31 March 2025, Ingenuity ABM Limited took out a £750,000 bank loan with HSBC. The loan is repayable over 3 years.

25
Related party transactions
Transactions with related parties

During the period, ING Holdings reimbursed expenses to Cow Corner Investing Limited totalling £3,775.

 

During the period, Reg & Co received consultancy services from Westlake Consulting Ltd totalling £89,452.

 

During the period, Reg & Co paid the European Sponsorship Association to attend and participate in ESA events, totalling £1,191.

 

During the period, Reg & Co provided Food FM Radio Limited with consultancy services, totalling £3,630. At 31st March 2024, an amount of £756 was due from FoodFM Radio.

 

During the period, interest of £1,805,701 was accrued on the preference shares and payable to shareholders and a director of the company. The coupon rate is 8%.

26
Controlling party

The immediate parent company is Cow Corner (Investments No.6) Limited. The ultimate controlling party is Cow Corner 1 GP LLP by virtue of owning a controlling interest in the share capital of the company. Cow Corner 1 GP LLP is a registered company registered in England and Wales with a registration number of LP021297 and a registered office of 30 New Road, Brighton, England, BN1 1BN.

Ingenuity Topco Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 March 2024
Page 36
27
Cash generated from/(absorbed by) group operations
2024
£
Loss for the period after tax
(1,920,648)
Adjustments for:
Taxation charged
669,895
Finance costs
1,805,903
Investment income
(69,430)
Loss on disposal of tangible fixed assets
3,449
Amortisation and impairment of intangible assets
2,311,939
Depreciation and impairment of tangible fixed assets
16,406
Increase in provisions
13,321
Movements in working capital:
Increase in debtors
(1,178,112)
Increase in creditors
468,190
Cash generated from/(absorbed by) operations
2,120,913
28
Analysis of changes in net debt - group
2 December 2022
Cash flows
Acquisitions and disposals
Other non-cash changes
31 March 2024
£
£
£
£
£
Cash at bank and in hand
-
11,258,304
(9,866,208)
-
1,392,096
Preference shares
-
(10,524,118)
-
(8,373,933)
(18,898,051)
-
734,186
(9,866,208)
(8,373,933)
(17,505,955)
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