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Registered number: 10659216
INGENIOUS REAL ESTATE INVESTMENTS LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
COMPANY INFORMATION
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
CONTENTS
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Independent Auditor's Report
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Notes to the Financial Statements
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Director presents his report and the financial statements for the year ended 30 June 2025.
The Company is a wholly-owned direct subsidiary of Ingenious Capital Management Holdings Limited, the parent company of the Ingenious Capital Management Holdings Limited group ("the Group"). The principal activity of the Company is to act as the parent company for other subsidiaries within the Group that ultimately invest in the real estate sector through issuance of commercial loans to prospective borrowers for the purpose of funding residential, commercial and mixed use development projects.
Director's responsibilities statement
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The Director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Director must not approve the financial statements unless 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 judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company's business activities, together with the factors likely to affect its future development, performance and position have been reviewed by the director. Please refer to note 1.2 for further details.
The profit for the year, after taxation, amounted to £1,915,226 (2024 - £nil).
The Director declared an interim dividend of £1,915,711 in the year ended 30 June 2025 (2024 - £nil).
The Director who served during the year was:
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties
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The key business risks faced by the Company can be affected by a number of factors some of which may result from matters beyond the Company's control. This may include for example conditions in the domestic and global financial markets and the wider economy, as well as changes in legislation. The financial risk and operational management policies are determined for the Group as a whole and are discussed in the Group's annual reports and financial statements.
The director has specifically considered the impact of the macroeconomic factors, some of which include unpredictable global growth, geopolitical energy shocks and tighter monetary policy - please refer to note 1.2 Going concern for further details. The Company is exposed to financial risk through its financial assets and liabilities. The most important components of financial risk are:
(a) Liquidity risk
Liquidity risk is the risk that the Company could have short-term funding requirements to meet its payment obligations to counterparties. The Group operates a group-wide treasury management strategy to manage the liquidity requirements of the Group as a whole (including the Company) and is discussed in the Group's annual report and financial statements.
(b) Credit risk
The Company’s principal financial assets are loans with the Company’s credit risk primarily attributable to its trade loans. Where possible the Company reviews the credit rating of its partners and undertakes regular detailed reviews of any outstanding receivable balances. The amounts presented in the Balance Sheet are net of allowances for doubtful receivables.
(c) 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.
The Company intends to continue to undertake its principal activity of acting as a parent company for other subsidiaries within the Group that invest in the real estate sector through the issuing of commercial loans to prospective borrowers for the purpose of funding residential, commercial and mixed use development projects.
Provision of insurance to director
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The director was covered by director's and officers' liability insurance throughout the year under review and this
will continue to remain in force.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditor
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The Director at the time when this Director's Report is approved has confirmed that:
∙so far as 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 auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies exemption
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In preparing this report, the Director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS REAL ESTATE INVESTMENTS LIMITED
Report on the audit of the financial statements
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 of 30 June 2025
and of its profit 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 Ingenious Real Estate Investments Limited (“the Company”) for the year ended 30 June 2025 which comprise of the following:
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Notes to the financial statements, including a summary of significant accounting policies
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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.
Conclusions relating to going concern
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS REAL ESTATE INVESTMENTS LIMITED
Other information
The Director is responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we 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 Strategic report or 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 Director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
∙the Director was entitled to prepare the financial statements in accordance with the small companies' regime and take advantage of the small companies' exemptions in preparing the Director's Report and from the requirement to prepare a strategic report.
Responsibilities of Director
As explained more fully in the Director's Responsibilities 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 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 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.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS REAL ESTATE INVESTMENTS LIMITED
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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
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
Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations
Our procedures in respect of the above included:
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation;
∙Review of tax computation and related financial statement disclosures by tax specialists;
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 meetings 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 area's most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS REAL ESTATE INVESTMENTS LIMITED
∙Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
∙Testing post year-end journals posted in the preparation of the financial statements.
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
For and on behalf of BDO LLP, Statutory Auditor
London, UK
Date:21/05/2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the profit and loss account.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
REGISTERED NUMBER: 10659216
BALANCE SHEET
AS AT 30 JUNE 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 15 form part of these financial statements.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1.Accounting policies
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Basis of preparation of financial statements
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Ingenious Real Estate Investment Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and registered in England. Its registered office is MYO Piccadilly, 1 Sherwood Street, London, W1F 7BL. The nature of the Company's operations and principal operating activity are set out in the Director's Report on pages 1 to 3.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 required the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2).
The functional and presentational currency of the Company is considered to be pound sterling because that is the currency of the primary economic environment in which the Company operates.
The Company meets the definition of a small company under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and statement of changes in equity.
The following principal accounting policies have been applied:
The Company’s business activities, its performance for the year, together with the factors likely to affect its future development, has been reviewed by the director. The director has considered the key macroeconomic factors shaping the current global outlook, including moderate but uneven global growth, geopolitical energy shocks as a result of the ongoing conflict in the Middle East that has reignited inflation concerns and shifting financial conditions and tighter monetary policy. Together, these factors are contributing to increased economic uncertainty, which is expected to continue over the next 12 months.
The Company is wholly based in the UK, and at the time of approval of these financial statements, the director believes that the aforementioned events have had minimal impact, if any, on the Company.
The Company has no ongoing liabilities and its intercompany receivable balance of £1,975k due from Ingenious (Staines) Limited, a wholly owned subsidiary, that is repayable to its parent Company has been fully provided for. Despite this, the Company remains in a net asset position.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1.Accounting policies (continued)
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Going concern (continued)
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Having assessed the risks facing the business as set out in the Director's Report, the budgeted financial position and profit and cash flow forecasts for the next financial year and beyond, the director believes that the Company is well placed to manage its business successfully and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly the director continue to adopt the going concern basis in preparing the Director's Report and Financial Statements.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment.
Short term creditors are measured at the transaction price.
Cost of sales represents costs that are directly incurred as a result of executing the principal activities of the Company, and are accounted for on an accruals basis.
Provisions for bad debts are also included in cost of sales.
Other operating income includes dividend income from the Company's direct subsidiaries.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, which are described in note 1, the director is required to make judgments, 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. There were no significant judgments or estimates during the year.
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 if the revision affects in only that period or in the period of the revision and future periods if the revision affects both current and future years.
Critical accounting 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 that noted below, there are no other key sources of estimation uncertainty.
Debtor recoverability
There is an element of judgement involved in assessing whether amounts owed by Group companies require impairment. Management review these amounts for indicators of impairment and where indicators are identified conduct an impairment review in order to ascertain whether an impairment is required.
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The operating profit is stated after charging:
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The Company has no employees other than the Director, who did not receive any remuneration (2024 - £nil).
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - the same as) the standard rate of corporation tax in the UK for the accounting period of 25.00% (2024 - 25.00%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%)
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Transfer pricing adjustments
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Investments in subsidiary companies
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Debtors: Amounts falling due within one year
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Amounts owed by Group companies
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Amounts owed by Group undertakings represent balances net of provisions due in respect of intra-group loans with Ingenious (Staines) Limited, a subsidiary within the Group, and its parent Company. The Company has a £1,975k (2024: £1,975k) receivable balance due from Ingenious (Staines) Limited which has been fully provided for, as well as a net £nil (2024: £967k) receivable balance due from its parent Company following a £1,196k interim dividend being declared and netted off in the financial year. The intra-group loans are repayable on demand and no interest is earned.
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Creditors: Amounts falling due within one year
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Amounts owed to Group companies
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Amounts owed to Group undertakings represent balances due in respect of intra-group loans with Golden
Square RE 1 Investments Limited and IRE Capital 1 Limited, subsidiaries within the Group which have been repaid in the year. The intra-group loans are repayable on demand and no interest is charged.
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INGENIOUS REAL ESTATE INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary share of £1.00
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Related party transactions
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The Company has applied the exception granted by Section 33.1A of FRS 102 Related Party Disclosures not to disclose transactions with the parent company on the basis that it is a wholly owned subsidiary or any transactions with other related parties that have been undertaken under normal market conditions. Under this standard, disclosure is only required of material transactions with related parties that are not at arms length. There were no such transactions during the year.
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During the year ended 30 June 2025 the Company was a wholly-owned subsidiary of Ingenious Capital Management Holdings Limited, a company registered in England and Wales. Ingenious Capital Management Holdings Limited is the only parent undertaking for which consolidated financial statements are prepared.
The consolidated financial statements of Ingenious Capital Management Holdings Limited can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. The ultimate controlling party of the Group is P A McKenna.
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