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Registered number: 11678367
Ingenious (Staines) Limited
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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INGENIOUS (STAINES) LIMITED
COMPANY INFORMATION
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INGENIOUS (STAINES) LIMITED
CONTENTS
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Independent auditors' report
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Notes to the financial statements
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INGENIOUS (STAINES) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their report and the financial statements for the year ended 30 June 2025.
The Company is a wholly-owned direct subsidiary of Ingenious Real Estate Investments Limited, a wholly-owned 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 the issuance of commercial loans to prospective borrowers for the purpose of funding residential, commercial and mixed use development projects.
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 Directors have specifically considered the impact of 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.
Going Concern
The Company's business activities, together with the factors likely to affect its future development, performance and position have been reviewed by the Directors. Refer to note 1.2 for further details.
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INGENIOUS (STAINES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Directors' responsibilities statement
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The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are 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 Directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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 loss for the year, after taxation, amounted to £185,514 (2024 - loss £500,298)
The directors who served during the year and subsequently were:
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are
unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any
relevant audit information and to establish that the Company's auditors are aware of that information.
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INGENIOUS (STAINES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, 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 Directors have 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 (STAINES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS (STAINES) 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 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 Ingenious Ingenious Staines 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 Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 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 Directors' with respect to going concern are described in the relevant sections of this report.
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INGENIOUS (STAINES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS (STAINES) LIMITED
Other information
The Directors' are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report have 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 Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
∙the directors were entitled to prepare the financial statements in accordance with the small companies' regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a strategic report.
Responsibilities of Directors
As explained more fully in the Director's Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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INGENIOUS (STAINES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS (STAINES) 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 (STAINES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS (STAINES) 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 (Senior statutory auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
Date: 09 June 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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INGENIOUS (STAINES) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
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Interest receivable and similar income
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Loss for the financial year
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The notes on pages 10 to 15 form part of these financial statements.
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INGENIOUS (STAINES) LIMITED
REGISTERED NUMBER: 11678367
BALANCE SHEET
AS AT 30 JUNE 2025
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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 (STAINES) 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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The Company is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered office is MYO Piccadilly, 1 Sherwood Street, London, W1F 7BL.
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 Section 1A requires 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 financial statements are rounded to the nearest pound.
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 Company’s business activities, its performance for the year, together with the factors likely to affect its future development, have been reviewed by the Directors. The Directors have 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. At the time of approval of these financial statements, the Directors believe that all of the aforementioned events have had a minimal (if any) impact on the Company's activities.
The construction project that the Company is involved in with its joint venture is complete and the remaining units are being marketed for sale. It is expected that the sales process could take longer and adversely impact the expected sales prices of the finalised units. This may lead to a delay in the Company’s ability to recoup its debt and repay in turn its own debt to its immediate parent company.
The Company has no other ongoing liabilities other than the amounts owed to Group undertakings. As confirmed by the ultimate parent company, it will provide the Company with financial support and not call upon the intercompany balance until the Company has the available cash resources to settle the creditor balance. Having assessed the risks facing the business as set out in the Directors' Report, its financial position and profit and cash flow forecasts, the directors believe 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 Directors continue to adopt the going concern basis in preparing the Directors' Report and Financial Statements.
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INGENIOUS (STAINES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method on a monthly basis, which is then assessed for recoverability as at year end.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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Valuation of loan investments
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Loan investments in subsidiaries are measured at amortised cost using the effective interest rate. The carrying amount is adjusted for impairment losses being the difference between the carrying amount and the present value of cash flows, discounted at the original effective interest rate, as per the provisions under FRS 102 section 11.25(a).
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
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INGENIOUS (STAINES) 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 directors are 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.
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 periods.
The critical accounting judgements or key sources of estimation during the year were as follows:
Measurement of debt instruments
In assessing the recoverability of the loan, management reviews the fair value of the underlying real estate portfolio. Management obtains estimates from experts of the amounts that would be realised for the real state portfolio in determining the the fair value. If the amount ultimately realised is lower than the estimate, it would have an impact on the recoverability of the debt instrument.
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The operating loss is stated after charging:
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During the financial year ended 30 June 2025, the audit fee for the Company of £14,291 has been borne
by Ingenious Capital Management Holdings Limited, its ultimate parent company (2024: £8,610).
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The Company has no employees other than the Directors, who did not receive any remuneration (2024 - £nil).
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INGENIOUS (STAINES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Corporation Tax interest receivable
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%). The differences are explained below:
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Loss on ordinary activities before tax
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Tax Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%)
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Expenses not deductible for tax purposes
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Transfer pricing adjustments
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Total tax charge for the year
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INGENIOUS (STAINES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
7.Taxation (continued)
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Amounts due from related parties
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In a prior year, the Company granted a loan to SSJR Heliting House Limited (SSJR), a related party. The Company expects to receive repayment of the loan and interest within a period greater than 12 months from the year end date.
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INGENIOUS (STAINES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Creditors: Amounts falling due within one year
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Amounts owed to Group undertakings
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Authorised, allotted, called up and fully paid
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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.
At year end the Company held an investment in SSJR Heliting House Limited (SSJR) where T Brown also served as a Director.
During the year, the Company accrued loan interest income of £3,369 due from SSJR (2024: £23,304). As at 30 June 2025, the Company was owed £3,345,221 as detailed in note 8 Other loan investments (2024: £3,341,852).
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During the year ended 30 June 2025 the Company was a wholly-owned subsidiary of Ingenious Real Estate Investments Limited, a wholly owned subsidiary of Ingenious Capital Management Holdings Limited, the parent company of the Ingenious Capital Management Holdings Limited group.
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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