Limited Liability Partnership registration number OC433524 (England and Wales)
INGENIOUS REAL ESTATE FINANCE 2 LLP
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
INGENIOUS REAL ESTATE FINANCE 2 LLP
LIMITED LIABILITY PARTNERSHIP INFORMATION
Designated members
Golden Square Services 1 Limited
Golden Square Services 2 Limited
LLP registration number
OC433524
Registered office
Parcels Building
14 Bird Street
London
United Kingdom
W1U 1BU
Auditor
Moore Kingston Smith LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
Bankers
Metro Bank PLC
One Southampton Row
London
WC1B 5HA
INGENIOUS REAL ESTATE FINANCE 2 LLP
CONTENTS
Page
Members' report
1 - 2
Statement of financial position
3
Reconciliation of members' interests
4 - 5
Notes to the financial statements
6 - 12
INGENIOUS REAL ESTATE FINANCE 2 LLP
MEMBERS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The members present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the limited liability partnership (the "LLP") was, and continue s to be that of the issuance of commercial loans to prospective borrowers for the purpose of funding residential and mixed use development projects to generate returns for its members.

In assessing which counterparties to issue commercial loans to, the LLP benefits from its relationship with Ingenious Capital Management Holdings Limited and its subsidiaries ("the Ingenious Group") to facilitate the sourcing of suitable opportunities.

Members' drawings, contributions and repayments

The members' drawing policy allows each member to draw a proportion of their profit share, subject to the cash requirements of the business.

A member's capital requirement is linked to their share of profit and the financing requirement of the l imited liability partnership. There is no opportunity for appreciation of the capital subscribed. Just as incoming members introduce their capital at "par", so the retiring members are repaid their capital at "par".

Designated members

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

Golden Square Services 1 Limited
Golden Square Services 2 Limited
Auditor

Moore Kingston Smith LLP, formerly Shipleys LLP were appointed as auditor to the partnership 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 members' responsibilities

The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INGENIOUS REAL ESTATE FINANCE 2 LLP
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Small LLPs exemption

This report has been prepared in accordance with the special provisions relating to small LLP s within Part 15 of the Companies Act 2006.

Approved by the members on 1 October 2025 and signed on behalf by:
01 October 2025
Duncan Reid - Golden Square Services 1 Limited
Designated Member
INGENIOUS REAL ESTATE FINANCE 2 LLP
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 3 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
5
46,628,839
58,214,062
Cash at bank and in hand
404,555
3,623,743
47,033,394
61,837,805
Creditors: amounts falling due within one year
6
(162,388)
(4,584,066)
Net current assets
46,871,006
57,253,739
Creditors: amounts falling due after more than one year
7
-
0
(1,000,000)
Net assets attributable to members
46,871,006
56,253,739
Represented by:
Loans and other debts due to members within one year
Amounts due in respect of profits
9,011,260
8,560,665
Members' other interests
Members' capital classified as equity
37,859,746
47,693,074
46,871,006
56,253,739

T he members of the limited liability partnership have elected not to include a copy of the income statement within the financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.

The financial statements were approved by the members and authorised for issue on 1 October 2025 and are signed on their behalf by:
01 October 2025
Duncan Reid - Golden Square Services 1 Limited
Designated member
Limited Liability Partnership Registration No. OC433524
INGENIOUS REAL ESTATE FINANCE 2 LLP
RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Current financial year
EQUITY
DEBT
TOTAL
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
Other amounts
Total
Total
2024
£
£
£
£
£
£
Members' interests at 1 January 2024
47,693,074
-
47,693,074
8,560,665
8,560,665
56,253,739
Profit for the financial year available for discretionary division among members
-
881,085
881,085
-
-
881,085
Members' interests after profit for the year
47,693,074
881,085
48,574,159
8,560,665
8,560,665
57,134,824
Allocation of profit for the financial year
-
(881,085)
(881,085)
881,085
881,085
-
Introduced by members
5,919,096
-
5,919,096
-
-
5,919,096
Repayments of capital
(15,752,424)
-
(15,752,424)
-
-
(15,752,424)
Distributions of profit
-
-
-
(430,490)
(430,490)
(430,490)
Members' interests at 31 December 2024
37,859,746
-
37,859,746
9,011,260
9,011,260
46,871,006
INGENIOUS REAL ESTATE FINANCE 2 LLP
RECONCILIATION OF MEMBERS' INTERESTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Prior financial period
EQUITY
DEBT
TOTAL
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
Other amounts
Total
Total
2023
£
£
£
£
£
£
Members' interests at 1 January 2023
53,987,633
-
53,987,633
5,283,512
5,283,512
59,271,145
Profit for the financial year available for discretionary division among members
-
3,277,153
3,277,153
-
-
3,277,153
Members' interests after profit for the year
53,987,633
3,277,153
57,264,786
5,283,512
5,283,512
62,548,298
Allocation of profit for the financial year
-
(3,277,153)
(3,277,153)
3,277,153
3,277,153
-
Introduced by members
14,801,189
-
14,801,189
-
-
14,801,189
Repayments of capital
(21,095,748)
-
(21,095,748)
-
-
(21,095,748)
Members' interests at 31 December 2023
47,693,074
-
47,693,074
8,560,665
8,560,665
56,253,739
INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
1
Accounting policies
Limited liability partnership information

Ingenious Real Estate Finance 2 LLP is a limited liability partnership incorporated in England and Wales. The registered office is Parcels Building, 14 Bird Street, London, United Kingdom, W1U 1BU.

The limited liability partnership's principal activities are disclosed in the Members' Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The LLP's business activities, together with the factors likely to affect its future development, performance and position have been reviewed by the members. Having assessed its financial position and profit and cashflow forecasts, the members believe that the LLP is well placed to manage its business successfully and will be able to maintain positive cashflows for the foreseeable future. The LLP has generated a profit of £0.9m (2023: £3.3m) for the period. At 31 December 202 4, the LLP had net assets of £46.9m (2023: £56.3m).

The members have considered the economic outlook over the next 12 months. At the moment, there is no business interruption for the LLP’s borrowers. A material slow-down in the UK residential market may lead to a delay in borrowers’ ability to repay their debts to the LLP. Whilst there is uncertainty in forecasting the overall impact of the economy on the real estate industry, there are currently not considered to be any indicators of a going concern threat to the LLP. Therefore, the members have cautiously concluded that the impact on the LLP is limited for the year, and have reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the LLP continues to adopt the going concern basis in preparing the Members’ Report and Financial Statements.

1.3
Turnover

Turnover is generated through interest income and fees from the provision of loans.

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.4
Members' participating interests

Members' participation rights are the rights of a member against the LLP that arise under the m embers' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current period profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant period’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.

Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.

Once an unavoidable obligation has been created in favour of members through allocation of profits or other means, any undrawn profits remaining at the reporting date are shown as ‘Loans and other debts due to members’ to the extent they exceed debts due from a specific member.

Members profits are allocated based on carried forward profits reinvested as well as members capital contributed to the LLP, profits are withdrawn as required by the Members given there is sufficient cash in the Partnership to continue its operating activities.

1.5
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.

1.6
Financial instruments

The limited liability partnership 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 limited liability partnership's statement of financial position when the limited liability partnership 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, amounts owed by group undertakings 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.

INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
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 the Statement of Comprehensive Income.

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 the Statement of Comprehensive Income.

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 limited liability partnership 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.

Basic financial liabilities

Basic financial liabilities, including creditors, amounts owed to group undertakings and bank loans, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Derecognition of financial liabilities

Financial liabilities are derecognised when the limited liability partnership’s obligations expire or are discharged or cancelled.

No current or deferred taxation is provided in these financial statements as the liability for taxation falls on the members.

1.7

Cost of sales

Cost of sales represents direct costs attributable to turnover. This is comprised of transaction fees, recognised in the Statement of Comprehensive Income using the effective interest method, and loan interest income provisions.

INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2
Judgements and key sources of estimation uncertainty

In the application of the limited liability partnership’s accounting policies, the members 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 are critical judgements that the members have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements:

Impairment of financial assets

For financial assets measured at amortised cost, where a full recovery is estimated as being unlikely to be received, an impairment loss is measured as the difference between its carrying amount and the adjusted present value of estimated future cash flows received over the life of the project discounted at the asset’s original effective interest rate.

3
Employees

The average number of persons (excluding members) employed by the partnership during the year was:

2024
2023
Number
Number
Total
-
0
-
0
4
Information in relation to members
2024
2023
Number
Number
Average number of members during the year
8
8

The LLP profit of £0.9 m (202 3: £3.3 m) has been allocated to loans and other debts due to m embers' in accordance with the partnership agreement. As at the balance sheet date, the cumulative distribution of profit was £430,490 (2023: £nil).

5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
34,152,149
53,121,766
Amounts owed by group undertakings
10,771,220
-
Other debtors
1,705,470
2,357,705
46,628,839
55,479,471
INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Debtors
(Continued)
- 10 -
2024
2023
Amounts falling due after more than one year:
£
£
Trade debtors
-
2,536,042
Other debtors
-
198,549
-
2,734,591
Total debtors
46,628,839
58,214,062

Included within other debtors falling due within one year is deferred consideration of £3,087,202 (2023: £Nil).

Amounts owed by group undertakings are unsecured, repayable on demand and bear no interest.

6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
8,410
90,115
Amounts owed to group undertakings
-
4,266,496
Other creditors
153,978
227,455
162,388
4,584,066

Amounts owed to group undertakings are unsecured, repayable on demand and bear no interest.

7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
-
1,000,000

Bank loans at 31 December 2023 consisted of secured debts which have been repaid in full during the year. The corresponding charge and security was satisfied on 18 October 2024.

INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006

The auditor's report was unqualified.

Senior Statutory Auditor:
Joseph Kinton
Statutory Auditor:
Moore Kingston Smith LLP
Date of audit report:
1 October 2025
9
Events after the reporting date

After the year ended 31 December 2024, the LLP received the following net capital contributions:

- £1,514,07 4 to Ingenious Real Estate Enterprises 1 Limited

- £10,766,56 6 to Ingenious Real Estate Enterprises 2 Limited

- £402,143 to Ingenious Real Estate Enterprises 3 Limited

- £304,939 to IEP Corporate LLP

- £793,504 to Ingenious Apex Sub Co Limited

INGENIOUS REAL ESTATE FINANCE 2 LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
10
Related party transactions

Transactions with related parties

Golden Square Services 1 Limited and Golden Square Services 2 Limited were appointed as the designated members of the LLP on 28 September 2020.

N A Foster and D M Reid are the former and current directors of both designated members as well as Ingenious Real Estate Enterprises 2 Limited. D M Reid is also a director of Ingenious Real Estate Enterprises 1 Limited. Prior to resignation, N A Forster was also a director of Ingenious Real Estate Enterprises 3 Limited, Ingenious Real Estate Enterprises 4 Limited, IEP Corporate LLP and Ingenious Apex Subco Limited.

During the year, Ingenious Real Estate Enterprises 1 Limited made capital contributions to the LLP amounting to £120,748 (2023: £234,585). Ingenious Real Estate Enterprises 2 Limited made capital contributions to the LLP amounting to £1,763,306 (2023: £11,000,00). Ingenious Apex Subco Ltd made capital contributions to the LLP amounting to £457,392 (2023: £3,203,887). IEP Corporate Growth LLP made capital contributions to the LLP amounting to £Nil (2023: £6,474,588).

During the year, Ingenious Real Estate Enterprises 1 Limited made capital withdrawals from the LLP amounting to £276,503 (2023: £68,246). Ingenious Real Estate Enterprises 2 made capital withdrawals from the LLP amounting to £4,248,991 (2023: £4,643,167). Ingenious Real Estate Enterprises 3 Limited made capital withdrawals from the LLP amounting to £214,216 (2023: £81,803). Ingenious Apex Subco Ltd made capital withdrawals from the LLP amounting to £1,736,306 (2023: £Nil). IEP Corporate Growth LLP made capital withdrawals from the LLP amounting to £101,832 (2023: £175,347).

During the year, Ingenious Real Estate Finance 2 LLP novated loans to Ingenious Real Estate Finance LLP as follows:

Ingenious Real Estate Enterprises 1 Limited made net transfers amounting to £574,315 (2023: £1,897,762). Ingenious Real Estate Enterprises 2 Limited made net transfers amounting to £4,379,511 (2023: £12,472,058). Ingenious Real Estate Enterprises 3 Limited made net transfers amounting to £177,810 (2023: £609,331). Ingenious Real Estate Enterprises 4 Ltd made net transfers amounting to £Nil (2023: £594,390). IEP Corporate LLP made net transfers amounting to £129,094 (2023: £2,828,790). Ingenious Apex Subco Limited made net transfers amounting to £309,197 (2023: £594,390).

N A Forster and D M Reid are also the former and current directors of Ingenious Capital Management Limited. During the year, Ingenious Capital Management Limited charged transaction fees of £909,611 (2023: £686,273) to the LLP. As at year end, £Nil (2023: £76,200) of transaction fees remain unpaid.

11
Parent company

In the opinion of the members there is no ultimate controlling party.

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