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Registered number: 05312742 ENGHAMSHIRE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
ENGHAMSHIRE LIMITED COMPANY INFORMATION
Director | D M Reid
Company secretary | S J Cruickshank
Registered number | 05312742
Registered office | Parcels Building
| 14 Bird Street
| London
| W1U 1BU
Independent auditor | BDO LLP
| 55 Baker Street
| London
| W1U 7EU
Bankers | Metro Bank
| London
| WC1B 5HA
ENGHAMSHIRE LIMITED CONTENTS
| Page
Director's Report | 1 - 4
Independent Auditor's Report | 5 - 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 25
ENGHAMSHIRE LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 29 DECEMBER 2024 The Director presents his report and the financial statements for the year ended 29 December 2024.
Principal activity
Enghamshire Limited ("the Company") a private company limited by shares, is a wholly-owned subsidiary of Freeshire Limited, a wholly-owned subsidiary within the Fernlakes Limited group ("the Group"). The principal activity of the Company is the provision of loans to investors in businesses managed by the Group and its related entities. In relation to the ongoing tax litigation between the Group and HMRC as disclosed in prior financial statements, a referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. The Company understands that HMRC have been granted permission to appeal the decision, see note 6 Taxation for further detail. If the Company ultimately is correct that the partnership asset created by the film expenditure and described by the First-tier Tribunal is an intangible fixed asset qualifying for tax relief, the impact on the financial statements for the Company is expected to be consistent with the Director's estimate of the additional tax and interest liability on the basis of the First-tier Tax Tribinal decision.
Going concern
The Company’s business activities including the impact from the outcome of the tax litigation (as further discussed in note 8), as well as macroeconomic factors such as sustained high interest rates and the cost of living crisis have been reviewed by the Director. Having assessed these risks, the Company’s financial position, results of operation and cash flow forecasts, the director intends to continue operating its business and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The going concern basis of accounting is appropriate however there are material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue to adopt the going concern basis of accounting in the future. Further details regarding the adoption of the going concern basis can be found in note 1.2. Page 1
ENGHAMSHIRE LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Principal risks and uncertainties
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, such as 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 report and financial statements. The Director has specifically considered the impact of the sustained high interest rates and the cost of living crisis - please refer to note 1.2 going concern for further details. Financial Risk Management 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.
Principal risks and uncertainties (continued)
(b) Credit risk The Company’s principal financial assets are loans and deposit balances 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) Interest rate risk The Company is exposed to interest rate risk on its loans and deposit balances. The Company seeks to maximise its margin on interest receivable, subject to the requirements of liquidity risk noted above. (d) 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. Please refer to note 8 for further details.
Results and dividends
The results for the year are set out on page 9. The Director does not propose to pay a final dividend for the year (2023: £nil). No interim dividends were paid during the year (2023: £nil). Page 2
ENGHAMSHIRE LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Provision of insurance to directors
All Directors were covered by directors' and officers' liability insurance throughout the year under review and this will continue to remain in force.
Creditors payment policy
The Company does not follow any specific code or standard on payment of creditors. The Company agrees the payment terms as part of the commercial arrangement negotiated with suppliers. Payments are made on these terms provided the supplier meets its obligations.
Director's responsibilities statement
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 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.
Directors
The Directors who served during the year were:
D M Reid
N A Forster (resigned 6 March 2024)
Page 3
ENGHAMSHIRE LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Auditor
The Director at the time when this Director's Report is approved has confirmed that: ∙so far as is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙ 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. The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. In the absence of a notice proposing that the appointment be terminated, the auditor, BDO LLP, will be deemed to be re-appointed in accordance with section 487(2) of the Companies Act 2006.
Small companies note
In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
D M Reid Director
Date: 6 February 2026
Page 4
ENGHAMSHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENGHAMSHIRE 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 29 December 2024 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Enghamshire Limited (“the Company”) for the year ended 29 December 2024 which comprise Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 (United Kingdom Generally Accepted Accounting Practice). 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. Material uncertainty related to going concern We draw attention to Note 1.2 to the financial statements, which indicate that the Company is dependent on financial support from Fernlakes Limited, the ultimate parent, which is not guaranteed. Fernlakes Limited is currently expecting to be in a position to provide financial support to the Company, however, should the legal dispute over the tax liability result in an unfavourable decision, Fernlakes Limited would likely be unable to provide financial support to the Company. As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. The financial statements do not include any adjustments that would be necessary should the going concern basis of preparation be inappropriate. Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report. Emphasis of matter – Tax liability We draw attention to notes 2 and 7 in the financial statements which highlight the key sources of estimation uncertainties that the Director has made in the process of determining the tax liability as at 29 December 2024. The tax estimates are based on the latest information available which is the outcome of the First-tier Tax Tribunal. As of the date of signing, the final outcome of the First-Tier Tribunal is inconclusive as HMRC have been granted permission to appeal this decision. Our opinion is not modified in respect of this matter Page 5
ENGHAMSHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENGHAMSHIRE LIMITED Other information The Director is responsible for the other information. The other information comprises the information included in the Director’s 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 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Director's 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 Director's 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 Director was not entitled to take advantage of the small companies' exemptions from the requirement to prepare a Strategic Report. Responsibilities of Directors As explained more fully in the Director’s responsibility statement, the Director is 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 Director determines 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 Director is 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 Director 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 Page 6
ENGHAMSHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENGHAMSHIRE LIMITED 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: Non-compliance with laws and regulations We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We considered the significant laws and regulations to be compliance with Companies Act 2006, UK tax legislation and Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). 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 correspondence with tax authorities for any instances of non-compliance with laws and regulations; ∙Review of financial statement disclosures and agreeing to supporting documentation; and ∙Involvement of tax specialists in the audit. Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: ∙Enquiry with 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; ∙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 met a defined risk criteria, by agreeing to supporting documentation; ∙Testing post year-end journals posted in the preparation of the financial statements; and ∙Assessing significant estimates made by management for bias. Page 7
ENGHAMSHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENGHAMSHIRE LIMITED 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 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. Karan Bhatia (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK Date: 06 February 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Page 8
ENGHAMSHIRE LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 29 DECEMBER 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 3 | 58 | 196
Cost of sales |  | (3) | -
Gross profit |  | 55 | 196
Administrative expenses |  | 33 | (66)
Operating profit | 5 | 88 | 130
Interest payable and similar expenses | 6 | (70) | (2,138)
Profit/(loss) before tax |  | 18 | (2,008)
Tax on profit/(loss) | 7 | (107) | -
Loss for the financial year |  | (89) | (2,008)
There are no items of other comprehensive income for 2024 or 2023 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 12 to 25 form part of these financial statements.
Page 9
ENGHAMSHIRE LIMITED REGISTERED NUMBER: 05312742 BALANCE SHEET AS AT 29 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £'000 |  | £'000
Fixed assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 8 |  | 3,546 |  | 6,280
|  |  | 3,546 |  | 6,280
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 27,681 |  | 27,741 |
Cash at bank and in hand | 9 | 150 |  | - |
|  | 27,831 |  | 27,741 |
Creditors: amounts falling due within one year | 10 | (78,049) |  | (80,673) |
Net current liabilities |  |  | (50,218) |  | (52,932)
Total assets less current liabilities |  |  | (46,672) |  | (46,652)
Provisions for liabilities |  |  |  |  |
Other provisions |  | (106) |  | (37) |
|  |  | (106) |  | (37)
Net liabilities |  |  | (46,778) |  | (46,689)
Capital and reserves |  |  |  |  |
Profit and loss account |  |  | (46,778) |  | (46,689)
|  |  | (46,778) |  | (46,689)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board of Directors and were signed on its behalf by:
D M Reid
Director
Date: 6 February 2026
The notes on pages 12 to 25 form part of these financial statements. Page 10
ENGHAMSHIRE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 29 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £'000 | £'000 | £'000
At 30 December 2022 | - | (44,681) | (44,681)
Loss for the year | - | (2,008) | (2,008)
At 29 December 2023 | - | (46,689) | (46,689)
Loss for the year | - | (89) | (89)
At 29 December 2024 | - | (46,778) | (46,778)
| The notes on pages 12 to 25 form part of these financial statements.
Page 11
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies The principal accounting policies are summarised below. They have been applied consistently throughout the current and prior year.
| 1.1 | General information and basis of accounting
Enghamshire Limited is a company incorporated in England and Wales under the Companies Act. Its place of business and head office address is Parcels Building, 14 Bird Street, London, W1U 1BU. The nature of the Company's operations and principal operating activity are set out in the Directors' Report on pages 1 to 4. 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 functional currency of the Company is considered to be pounds sterling which is the currency of the primary economic environment in which the Company operates. Foreign transactions are included in accordance with the policies set out below. The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions that have been taken in these separate Company financial statements are discussed further down in the accounting policies. The following principal accounting policies have been applied: Page 12
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.2 | Going concern
The Company’s business activities including the impact from the outcome of the tax litigation (as further discussed in note 7), as well as macroeconomic factors such as sustained high interest rates and the cost of living crisis have been reviewed by the Director. The Company is wholly based in the UK and is not taking on any new business, and the main source of any potential revenue in the future is unaffected as it is attributable to transactions that completed in the past and is not dependent on broader economic activity that may be negatively affected by these circumstances. The Company does not have any direct employees and the cost base of the Company should not be materially affected even after factoring in the current high prices as a result of these events. The Director has concluded that the aforementioned events will have a minimal (if any) impact on the Company. The Director has reviewed the cash flow forecasts for the next 12 months from the approval of these financial statements assuming a range of outcomes in relation to the tax litigation with HMRC. The Company and wider Group are engaged in a legal dispute with HMRC which remains to be finalised, details of which can be found in note 7. The Company is dependent on financial support from Fernlakes Limited, its ultimate parent, which is not guaranteed. Fernlakes Limited is currently expecting to be in a position to provide the financial support to the Company, however, should the legal dispute over the tax liability result in an unfavourable decision, Fernlakes Limited would likely be unable to provide financial support to the Company. Based on the above, this indicates the existence of a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern and therefore, it may be unable to realise its assets and discharge its liabilities in the ordinary course of business. The Group is currently in a net liability position as at the balance sheet date following the sale of the majority of films under the Film Rights sale in June 2024. Senior Management are currently working to finalise the sale of the remaining films, which will generate further revenue for the Group in 2026. The Group awaits cash entitlements from the conclusion of the Group subsidiaries liquidation process, albeit the timing of these cash inflows are currently unknown as of the date of signing these financial statements. The Group is forecasted to return to an overall net asset position when the aforementioned events are completed resulting in Fernlakes Limited being able to provide financial support to the Company. Therefore, based on the Directors' reasonable expectation that the decision of the First-tier Tribunal being the most likely outcome to the litigation with the court ruling in their favour, the financial statements continue to be prepared on a going concern basis. The financial statements do not include any adjustments that would be necessary should the going concern basis of preparation be inappropriate.
| 1.3 | Turnover
Turnover represents amounts receivable for services net of Value Added Tax and trade discounts derived from the Company's principal activities and is recorded on an accruals basis.
| 1.4 | Cost of sales
Cost of sales represents direct costs attributable to turnover. Page 13
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.5 | Foreign currencies
Transactions denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the balance sheet date. Exchange differences are taken to the Profit and Loss Account.
| 1.6 | Taxation
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable tax profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset only where the Company has a legally enforceable right to do so and where the assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or another entity within the Group.
| 1.7 | Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Page 14
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.8 | Financial instruments
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Financial assets and liabilities All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets as classified as fair value through profit and loss, which are initially measured at fair value. Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends to either settle on a net basis, or to realise the asset and liability simultaneously. Debt instruments which meet the conditions of being 'basic' financial instruments as defined in FRS 102.11.9 are subsequently measured at amortised cost using the effective interest method. Debt instruments that have no stated interest rate (and do not constitute financing transactions) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. Other debt instruments not meeting the conditions being 'basic' financial instruments are measured at fair value through profit or loss.
| 1.9 | Disclosure exemptions
The Company is a qualifying entity under FRS 102 and it is taking advantage of some of the disclosure exemptions available to such entities in its financial statements. As such, the financial statements do not include a Cash Flow Statement and a Reconciliation of number of shares outstanding. Further details can be found in note 16 about the name of the immediate parent company of the Company and details of where the consolidated financial statements of that parent can be obtained. Page 15
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
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. Critical judgements in applying the accounting policies The following are the critical judgements that the Director has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Aside from the estimated tax liability and estimated fair value of loans noted below, there were no other key sources of estimation uncertainty in the Company. Impairment Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. Non-financial assets An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Financial assets For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Page 16
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 2.Judgements in applying accounting policies (continued) Fair value The Company holds financial assets in the form of non basic debt instruments where the repayment obligation of the loans are restricted to the amount recovered by the borrower from capital deployed into various projects. When performing their fair value assessment of the debt instruments, management have taken into account the performance to date of the underlying deployed capital and the future cash flows expected to arise based on the sale price of the projects. Tax liability In estimating the potential tax liability relating to the First-tier Tax Tribunal, Upper Tribunal and Court of Appeal decisions (refer to note 7), the following key elements as set out in the Tribunal decision were taken into account in calculating the film partnerships’ revised profits or losses, which gave rise to historic losses utilised by the entity: treatment of the operator and executive producer fees, deductibility of contracted film cost, recognition of film income and the calculation of the film net realisable values. These reduce the income and expenditure recognised by the film partnerships which reduces the losses available to be utilised by the Group. In calculating the revised income and expenditure judgements were applied as to whether the film expenditure qualified for relief under Part 8 of the Corporation Taxes Act 2009 and the period over which the film expense was written off.
3. | Turnover
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Loan interest income | 58 | 196
|  | 58 | 196
| All turnover arose within the United Kingdom.
4. | Staff costs
The Company incurred no staff costs nor paid any remuneration to its Directors during the year (2023: £nil). The Company had no employees during the current and 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. Page 17
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Fees for the audit of the Company | 50 | 50
| Other operating lease rentals | - | (3)
6. | Interest payable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Intra Group Interest Payable | - | 2,113
| Other interest payable | 70 | 25
|  | 70 | 2,138
Page 18
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
7. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Corporation tax |  |
| Current tax on profits for the year | 107 | -
|  | 107 | -
| Total current tax | 107 | -
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25.00% (2023: 23.49%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Profit/(loss) on ordinary activities before tax | 18 | (2,008)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.49%) | 5 | (471)
| Effects of: |  |
| Expenses not deductible for tax purposes | 1 | -
| Group relief surrendered | 18 | 471
| Non-taxable income | (24) | -
| Group relief withdrawn and film production losses denied | 107 | -
| Total tax charge for the year | 107 | -
| Factors affecting the future tax charge A potential deferred tax asset of £36,895 (2023: £Nil) in respect of tax losses carried forward has not been recognised due to uncertainty over the availability of taxable profits in future chargeable accounting periods.
Page 19
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 7.Taxation (continued) In prior accounting periods, the Company has received the benefit of tax losses associated with the Group's investment in a number of film and game production partnerships. The Group has challenged the basis on which the closure notices of the partnerships have been calculated, resulting in a hearing before the First-tier Tribunal. The initial decision of the First-tier Tribunal was delivered on 2 August 2016, a second decision which clarified the findings of the first decision was delivered in May 2017 and an amended decision was received on 16 November 2017. The effect of the decisions is to reduce both the losses available to Group entities that invested in the film and game production partnerships and their share of taxable income from the partnerships. The partnerships received permission to appeal in full on 7 of the 8 grounds requested from the First-tier Tribunal and on all aspects of the 8th ground the Upper Tribunal was asked to consider. The appeal hearing before the Upper Tribunal was heard in March and April 2019. On 26 July 2019 the film and game production partnerships received the decision of the Upper Tribunal on their appeals against the decision of the First-tier Tribunal. The Upper Tribunal concluded that the partnerships were not trading and did not have a view to profit. The finding that the partnerships were not trading is sufficient to dispose of the entirety of the partnerships' appeals. However, mindful that the decision may itself be appealed, the Upper Tribunal went on to briefly consider the remaining questions, where it often corrected the First-tier Tribunal's approach but generally supported the First-tier Tribunal's overall conclusions. An application for permission to appeal the Upper Tribunal's decision was submitted in November 2019 and was refused by the Upper Tribunal. An application was therefore made for permission to appeal to the Court of Appeal in December 2019 and authority was granted by the Court of Appeal in February 2020 to appeal the findings on trading and view to profit. The appeal hearing before the Court of Appeal was heard in March 2021 and resulted in the partnerships winning on both trading and view to profit issues. During the process of agreeing the film partnership profits and losses subject to corporation tax with HMRC following the Court of Appeal decision in 2021, which upheld the decision of the First-tier Tribunal, it became apparent that HMRC had a different interpretation to the Company on one aspect of the First-tier Tribunal decision. The Company understands that the partnership asset created by the film expenditure and described by the First-tier tribunal as an intangible fixed asset should qualify for relief under Part 8 CTA 2009. HMRC considered that the asset was precluded from qualifying for relief under Part 8 CTA 2009 because it constituted a financial asset. A referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. Accordingly, the asset created by the film expenditure created an intangible fixed asset that qualifies for relief under Part 8 CTA 2009. The Company understands that HMRC have been granted permission to appeal the decision from the FTT. We are awaiting further developments on HMRC’s appeal. If the Company ultimately is correct the impact on the financial statements for the Company of the Court of Appeal decision has not yet been agreed with HMRC but is expected to be consistent with the Directors' estimate of the additional tax and interest liability calculated on the basis of the decision of the First-tier Tribunal. If HMRC are correct, an additional tax liability of c.£917k, plus interest on late paid tax, would arise for the Company in addition to the estimate of the liability arising from the First-tier Tribunal decision of £1,754k. As at 29 December 2024, payments totalling £1,523k (tax) and £560k (interest) had been made with regard to these amounts, as described further below. The quantum of both tax losses available to the Group and income taxable on Group entities arising from the Group's investment in these partnerships will remain uncertain until the tax cases are finally resolved. For the year ended 29 December 2024, the directors have estimated an additional tax liability for the Company of £107k (cumulative to 2023: £1,647k) together with a liability for late paid interest of £70k (cumulative to 2023: £596k) based on the current Tribunal decision. The Directors' estimate of the additional tax and interest liability continues to be calculated on the basis of the decision of the First-tier Tribunal as the Directors consider that this decision provides the most likely outcome to the litigation. Page 20
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| Taxation (continued)
During November 2016, a number of companies, all subsidiaries of Fernlakes Limited, as corporate members of film production partnerships received Partner Payment Notices ("PPNs"), which are demands for payments on account in respect of a tax liability in dispute, from HMRC. The Company made payments totalling £1,523k to HMRC in February 2018 together with an associated interest charge on late paid tax of £560k to HMRC in April 2018. If HMRC issues determinations in respect of representations submitted by other Members against PPNs, a further payment of £401k will be due to HMRC by the Company together with an associated interest charge. These payments on account (£1,523k) may be repaid so are shown as debtors (note 8) with the gross amount of total taxes provided included in creditors (note 10). When determining the best estimate of the ultimate cash outflows, the Directors have considered the effect of the PPNs received but believe that the best estimate of ultimate cash outflows should still be based on the decision delivered by the First-tier Tribunal as this represents the most likely outcome to the litigation.
8. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Due after more than one year |  |
| Trade loans | 3,534 | 6,268
| Loan to employee benefit trust | 12 | 12
|  | 3,546 | 6,280
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Due within one year |  |
| Trade loans | 25,217 | 25,277
| Amounts owed by Group undertakings | 704 | 704
| Other debtors | 237 | 237
| Tax recoverable | 1,523 | 1,523
|  | 27,681 | 27,741
| Amounts owed by Group undertakings represents balances due in respect of intra-group loans with the various other subsidiary companies within the Group. There are no fixed terms of repayment. Trade loans represents balances due in respect of various loans provided by the Company in line with its principal activity (as described on page 1). The terms of repayment are defined in the individual loan agreements. Trade loans are shown net of provisions of £49,304k (2023: £49,441k).
Page 21
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
9. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 150 | -
|  | 150 | -
10. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Amounts owed to Group undertakings | 75,638 | 78,371
| Corporation tax | 2,359 | 2,252
| Other creditors | 3 | -
| Accruals and deferred income | 49 | 50
|  | 78,049 | 80,673
| Amounts owed to Group undertakings represents balances due in respect of intra-group loans with the various other subsidiary companies within the Group. There are no fixed terms of repayment.
11. | Financial instruments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 150 | -
| Financial assets |  |
| Amounts owed by Group undertakings | 704 | 704
| Other debtors | 237 | 237
| Trade loans | 28,751 | 31,545
| Loan to employee benefit trust | 12 | 12
| Financial liabilities |  |
| Amounts owed to Group undertakings | 75,638 | 78,371
Page 22
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| The Group's income, expense, gains and losses in respect of financial instruments are summarised below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Interest income and expense |  |
| Total interest income for financial assets | 58 | 196
12. | Provisions
|  | Interest provision
|  | £000
| At 30 December 2023 | 37
| Charged to profit or loss | 69
| At 29 December 2024 | 106
13. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 Ordinary share of £1.00 | 1 | 1
14. | Financial commitments
| The Company has entered into financial commitments associated with its legacy lending activity which may result in an economic outflow from the Company.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Contracted for but not provided for |  |
| - Potential amounts owed to legacy investors | 9,784 | 9,634
| The amounts above represents the total repayment of limited recourse loans that could be redrawn if certain conditions are met. The Company estimates that it's maximum settlement value is £9,784k (2023: £9,634k) as at the financial reporting date.
Page 23
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
15. | Related party transactions
| The financial statements do not include disclosure of transactions between the Company and entities that are wholly-owned within the Group. This is because, as a subsidiary whose voting rights are wholly controlled within the Group, it is exempt from the requirement to disclose such transactions under FRS 102 section 33. During the year, the Company recorded transactions and balances with the following related entities outside of the Group:
|  | Fee income derived from entities listed below | Fee income derived from entities listed below | Amounts due from/(to) entities listed below | Amounts due from/(to) entities listed below
|  | 2024 | 2023 | 2024 | 2023
|  | £'000 | £'000 | £'000 | £'000
|  | Ref |  |  |  |
| IEP Corporate LLP | 3 | - | - | 77 | 77
| Ingenious AG JV Member Limited | 2 | - | - | 8 | 8
| Ingenious Capital Management Holdings Limited | 2 | - | - | - | -
| Ingenious IQB Member Limited | 2 | - | - | 41,102 | 41,102
| Ingenious Mena Energy Limited | 2 | - | - | 463 | 463
| Ingenious Real Estate Enterprises 4 | 1,2 | 58 | 193 | - | 2,733
The amounts due from Ingenious IEP Corporate LLP (£77k), Ingenious IQB Member Limited (£41,102k) and Ingenious MENA Energy Limited (£463k) are fully provided for, but are presented gross of provisions. The following significant relationships existed between the related parties during all or part of the period; Reference: 1 - Common Director(s). 2 - Common shareholder(s)/ultimate shareholder. 3 - Operator/promoter/administrator/advisor/manager/agent is Ingenious Capital Management Limited.
16. | Controlling party
During the year the Company was a wholly-owned subsidiary of Freeshire Limited, a company registered in England and Wales. Freeshire Limited is a wholly-owned subsidiary of Fernlakes Limited. Fernlakes Limited is the only parent undertaking for which consolidated financial statements are prepared. The consolidated financial statements of Fernlakes Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. The controlling shareholder of Fernlakes Limited during the year was P A McKenna. Page 24
ENGHAMSHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
17. | Civil litigation update
In November 2022, an investor in Ingenious Film Partners LLP served a Claim Form on Fernlakes Limited and some of its subsidiaries, including the Company, that were involved in the establishment and promotion of the partnership. In April 2024, the claimant and the Ingenious parties, including the Company, resolved their dispute on confidential terms.
18. | Post balance sheet events
In relation to the ongoing tax litigation between the Group and HMRC, a referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. The Company understands that HMRC have been granted permission to appeal the decision on 11 November 2025, see note 6 Taxation for further detail. The Group is awaiting further developments on HMRC's appeal.
Page 25