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Registered number: 07728908









INGENIOUS CAPITAL MANAGEMENT LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
COMPANY INFORMATION


Directors
T Brown 
P McKenna 
D Reid 
P Shawyer 
M Grasso 
S Cruickshank 
P Vorster 




Company secretary
S Cruickshank



Registered number
07728908



Registered office
Myo Piccadilly
1 Sherwood Street

London

W1F 7BL




Independent auditors
BDO LLP

55 Baker Street

London

W1U 7EU




Bankers
Barclays Bank PLC
1 Churchill Place

London

E14 5HP





Metro Bank

1 Southampton Row

London

WC1B 5HA





 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditor's Report
6 - 9
Profit and Loss Account
10
Balance Sheet
11
Statement of Changes in Equity
12
Notes to the Financial Statements
13 - 23


 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2026

The Strategic Report has been prepared for Ingenious Capital Management Limited ("the Company"), a private company limited by shares, for the year ended 30 June 2026 ("the year").

Principal activity and review of the business
 
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 provide discretionary management services to a wide range of investment companies and investors. The Company is authorised and regulated by the Financial Conduct Authority ("FCA"). As at 30 June 2026, the Company had net assets of £16,219k (30 June 2025: £18,521k). The Company delivered a profit after tax of £698k for the year ended 30 June 2026 (30 June 2025: loss after tax £709k). 

Key performance indicators

The board have not formally adopted any key performance measures, however, it closely monitors revenue growth, profits and other key drivers of performance including assets under management. During the year, turnover from Business Relief ("BR") increased by 20%, and turnover from Enterprise Investment Scheme ("EIS") activities decreased by 85%, which is expected since the Company has been exiting these investment opportunities over the last 12 months. The Company is not forecasting any further revenues from EIS activities in the next financial year. Administrative expenses reduced by 25% in comparison to prior year due to salary and office rental cost savings in addition to a reduction in the level of income recharged to the Real Estate entity.

Results and dividends
 
The results for the year are set out on page 10.
The directors do not propose to pay a final dividend (2025: £nil).
Interim dividends of £3m were paid during the year (2025: £nil).

Future developments
 
The board of directors have agreed the budget for the next financial year, and also the key priorities. This includes various new strategies and initiatives as the Company is continually seeking to broaden its commercial activities across the industries it operates in.

Page 1

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026

Statement in compliance with section 172(1) of Companies Act 2006
 
The directors of the Company are acutely aware of the requirement for them to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In considering this duty the directors consider the following stakeholders: 
Shareholders
The Company is 100% owned by Ingenious Capital Management Holdings Limited. The ordinary shares of Ingenious Capital Management Holdings Limited are 100% owned by Patrick McKenna. The Board of the Company consists of a mix of individuals that are specialists in the industries that aligns with the principal activities of the Company. This enhances the decision-making process and the quality of decisions made at Board level to ensure the interests of the shareholders are put first and maintained.
Employees
The Company had no direct employees during the current year. The Group employs around 59 people. Employees are a key stakeholder in the Group as they are the principal asset which generates revenue and growth for the business. Employees are involved in the operational management of the Company, with direct access to senior management including the CEO. The Company provides regulatory training as required for a financial services firm and promotes further learning by subsidising study fees. There is also a formal annual goal setting and assessment process, ensuring that staff members remain competent and continue to develop. 
Customers
Customers of the Company mainly consist of investors into the funds that the Company manages, being private individuals, their financial advisors, and other intermediaries. The Company also has a small number of corporate customers. The Company is focused on providing quality discretionary management services to its entire customer base. Treating customers fairly is ingrained in the organisation. Engagement with customers is through regular face to face contact as well as the investment portal and the client services team.
Suppliers
Relationships with suppliers are maintained through regular contact and interaction. 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 counterparties. Payments are made on these terms provided the counterparty meets its obligations. 
Community and the environment
The Company is committed to having a positive impact on the sectors and communities it operates in. The Board continues to implement its Environmental, Social and Governance strategy whilst striving to embed best practice throughout its real estate, media and infrastructure investment processes.
Other stakeholders
The directors also consider the FCA a stakeholder as the regulator of the Company.
Key decisions made in the year
During the year, the Board was closely involved in all key decisions of the Company. The Group and the Company is continuing to focus on further retail and institutional capital initiatives alongside our existing business relief activities.

Page 2

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026


Approved by the board of directors  and signed on its behalf by:





P Vorster
Director

Date: 21 October 2026

Page 3

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2026

The Directors present their report and the financial statements for the year ended 30 June 2026.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, 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 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 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 directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company's website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements and other information included in Directors' Reports may differ from
legislation in other jurisdictions.

Directors' remuneration

Directors' remuneration is disclosed in note 5.

Directors

The Directors who served during the year and subsequently were:

T Brown 
P McKenna 
D Reid 
P Shawyer 
M Grasso 
S Cruickshank 
P Vorster 

Page 4

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026


Principal risks and uncertainties

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.
 
Please refer to note 1.2 Going concern for further information.

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.

Other disclosures

Other disclosures relating to future developments, dividends and risks have been disclosed in the Strategic Report.

Auditor

The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

So far as each of the directors at the time the report is approved are aware:
 
∙there is no relevant audit information of which the auditors are unaware and
∙the Directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
 
This report was approved by the board of directors and signed on its behalf:
 





P Vorster
Director

Date: 21 October 2026

Page 5

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT 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 30 June 2026 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 Capital Management Limited (“the Company”) for the year ended 30 June 2026 which comprise the following:

Profit and Loss Account
Balance Sheet
Statement of Changes in Equity
Notes to the Financial Statements

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.





Page 6

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT LIMITED
 

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Strategic Report and Directors 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 Strategic report and the  Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report 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.

Responsibilities of Directors

As explained more fully in the Directors' responsibilies 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.

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
Page 7

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT LIMITED
 

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.

We considered the significant laws and regulations to be the applicable accounting framework and UK tax legislation.

Our procedures in respect of the above included:
∙Enquiries of management whether there were any litigations and claims;
∙Enquiries of the legal team of the Company;
∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation;
∙Involvement of tax specialists in the audit; and
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.

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; and
∙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, inappropriate allocation of costs and the risk of incorrect underlying loan receivable balances used to calculate annual administration and management fees.
Page 8

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT LIMITED
 


Our procedures in respect of the above included:
∙Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
∙Assessing significant estimates made by management for bias, including the basis for allocation of costs between group entities;
∙Recalculate the management fees and admin fees in total based on underlying loan receivable balances and the underlying agreements in place with the funds; and
∙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 noncompliance 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.





David Reeves (Senior Statutory Auditor)
  
For and on behalf of
BDO LLP (Statutory auditor)
London, UK

Date: 21 October 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 9

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2026

2026
2025
Note
       £'000
£'000

  

Turnover
 3 
7,749
10,846

Cost of sales
  
(759)
(1,721)

Gross profit
  
6,990
9,125

Administrative expenses
  
(7,356)
(9,786)

Other operating income
     4 
1,064
-

Operating profit/(loss)
 5 
698
(661)

Interest payable and similar expenses
 7 
-
(11)

Profit/(loss) before tax
  
698
(672)

Tax on profit/(loss)
 8 
-
(37)

Profit/(loss) for the financial year
  
698
(709)

There were no recognised gains and losses for 2026 or 2025 other than those included in the profit and loss account.

The notes on pages 13 to 23 form part of these financial statements.

Page 10

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
REGISTERED NUMBER: 07728908

BALANCE SHEET
AS AT 30 JUNE 2026

2026
2025
Note
       £000
£000

Fixed assets
  

Fixed asset investments
 10 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 11 
15,379
13,800

Cash at bank and in hand
 12 
3,235
10,964

  
18,614
24,764

Creditors: amounts falling due within one year
 13 
(2,396)
(6,244)

Net current assets
  
 
 
16,218
 
 
18,520

Total assets less current liabilities
  
16,219
18,521

  

Net assets
  
16,219
18,521


Capital and reserves
  

Called up share capital 
 14 
14,000
14,000

Profit and loss account
  
2,219
4,521

  
16,219
18,521


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




P Vorster
Director

Date: 21 October 2026

The notes on pages 13 to 23 form part of these financial statements.

Page 11

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 July 2024
14,000
5,230
19,230


Comprehensive income for the year

Loss for the year
-
(709)
(709)



At 30 June 2025
14,000
4,521
18,521


Comprehensive income for the year

Profit for the year
-
698
698


Contributions by and distributions to owners

Dividends to parent company
-
(3,000)
(3,000)


At 30 June 2026
14,000
2,219
16,219


The notes on pages 13 to 23 form part of these financial statements.

Page 12

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

1.Accounting policies

 
1.1

Basis of preparation of financial statements

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 principal accounting policies are summarised below. They have been applied consistently throughout the current and prior year.
Ingenious Capital Management Limited is a private company incorporated in the United Kingdom under the Companies Act and registered in England. Its registered office address 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 Strategic Report on pages 1 to 3.
The financial statements have been prepared under the historical cost convention in accordance with Financial Reporting Standard 102 ("FRS 102") issued by the Financial Reporting Council.
The functional and presentational 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. The Company is consolidated in the financial statements of its ultimate parent, Ingenious Capital Management Holdings Limited, which may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. Exemptions that have been taken in these separate Company financial statements are discussed further down in the accounting policies.

 
1.2

Going concern

The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Strategic Report on pages 1 to 3 also describes the Company’s principal risks and uncertainties and also sets out its exposure to credit risk, liquidity risk and price risk.
The directors have considered the impact of sustained high interest rates and the ongoing cost of living crisis on the business. These economic events have had a minimal impact on the Company's ability to earn fee income and settle liabilities when they fall due.
The directors have prepared cash flow forecasts for 12 months following the approval of these financial statements assuming a range of operational transactions and have carried out extensive stress testing on the Company's cashflow and its ability to settle its liabilities as they fall due. These scenarios include the inability of the Company to recover any of the outstanding receivables and not being able to earn any further transaction fees. Despite the modest profit earned during the current year and interim dividend settled to the parent company, the Company maintains a healthy financial position, underpinned by positive net assets of £16.2m which is backed by £3.2m of cash in bank at the year end date, which ensures that the Company can settle its ongoing liabilities as and when they fall due. The directors believe that the Company is well placed to manage its business successfully, and accordingly have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
 
Page 13

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

1.Accounting policies (continued)

  
1.3

Turnover

Turnover represents amounts receivable for services net of Value Added Tax ("VAT") and trade discounts derived from the Company's principal activity recorded on an accruals basis. Turnover is generated from four main sources: fees recognised on the successful allotment of capital raised and on the return of capital to investors, annual management fees recognised on an ongoing basis throughout the year based on NAV for the investee companies less cumulative capital distributions settled at the time of fee recognition, annual administration fees recognised on an ongoing basis for the administrative tasks performed for the investee companies into which the capital is allotted and transaction fees recognised on the successful deployment or exit of capital. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.  

  
1.4

Cost of sales

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.

  
1.5

Fixed asset investments

Investments in subsidiary undertakings and associates are included at cost less impairment for any permanent diminution in value.
All financial assets and liabilities are initially measured at transaction price.

  
1.6

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 pound sterling at the rate of exchange ruling at the balance sheet date. Exchange differences are taken to the Profit and Loss Account.

Page 14

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

1.Accounting policies (continued)

  
1.7

Taxation

Current tax, including United Kingdom 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.

  
1.8

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.

  
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, a note on the Financial Instruments and a  Reconciliation of number of shares outstanding. Further details about the name of the Company's immediate parent and where the parent consolidated financial statements can be obtained from are disclosed in note 16.

  
1.10

Dividends

Dividends are recognised when they become legally payable. Interim dividends are recognised when paid. Final dividends are recognised when approved by the shareholders at an annual general meeting.

Page 15

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.


Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 1, the directors are 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 period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical accounting judgements in applying the accounting policies
The following are the critical judgements that the directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
 
Revenue 

The NAVs which are used to calculate management fees are subject to the Group’s fund valuations policy which sets out acceptable methodologies that may be applied in valuing a fund’s investments. Investments are valued on a quarterly or bi-annual basis in accordance with the guidelines of this policy. Where appropriate, these valuations are also approved by the independent boards of each fund and audited on an annual basis. As a result, there is no significant uncertainty or judgement in the amount of revenue to be recognised.

Impairment of financial instruments
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.
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 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.
Transfer pricing
When allocating costs to the Company as part of the Group's transfer pricing policy, key judgments are applied including time spent by individuals on each business activity. 
 
Page 16

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Judgements in applying accounting policies (continued)

Deferred Tax
A potential deferred tax asset has not been recognised due to uncertainty over the timing of the utilisation of the asset. 
Aside from that noted above, there are no other key sources of estimation uncertainty.


3.


Turnover

An analysis of turnover by class of business is as follows:


2026
2025
£000
£000

Management and Administrative fees
3,902
4,874

Transaction fees
2,703
4,752

Capital investment fees
763
286

Fund related recharge fees
381
934

7,749
10,846



4.


Other operating income

2026
2025
£000
£000



Other operating income
1,064
-

1,064
-

During the year, the Company received £1,064k in settlement proceeds following its financial support provided to related entities dating back to the financial year ended 30 June 2022.

Page 17

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

2026
2025
         £000
£000

Recharge of Real Estate (income) & costs
527
(2,339)

Fees for the audit of the Company financial statements
86
102

Fees for assurance services pursuant to legislation
9
8

Effective from 1 July 2022, in accordance with the services agreement between the Company and Ingenious Real Estate Limited (the "Real Estate entity"), income of £7,003k (2025: £8,261k) and costs of £7,530k (2025: £5,922k) relating to Real Estate activities were recharged to the Real Estate entity.


6.


Staff costs

The Company incurred no staff costs nor paid any remuneration to its directors during the year (2025: £nil). The Company had no employees during the current and prior year.
The staff remunerations and emoluments of the directors were borne by Ingenious Capital Management Services Limited, another company wholly-owned within the Group. The Profit and Loss Account reflects a charge of £597k (2025: £1,141k) in respect of costs allocated by Ingenious Capital Management Services Limited based upon staff and director time spent on the Company's activities.


7.


Interest payable and similar expenses

2026
2025
£000
£000


Other interest payable
-
11

-
11

Page 18

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

8.


Taxation


2026
2025
         £000
£000

Corporation tax


Adjustment in respect of prior periods
-
37


-
37


Total current tax
-
37

Total deferred tax
 
-
 
-


Tax on profit/(loss)
-
37

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2025: higher than) the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%). The differences are explained below:

2026
2025
        £000
£000


Profit/(loss) on ordinary activities before tax
698
(672)


Tax on profit / (loss) on ordinary activities at standard UK corporation tax rate of 25.00% (2025: 25.00%)
175
(168)

Effects of:


Expenses not deductible for tax purposes
23
44

Deferred tax not recognised
(84)
(3)

Utilisation of previously unrecognised losses
(114)
(533)

Adjustments in respect of prior periods
-
37

Group relief surrendered
-
660

Total tax charge for the year
-
37


Factors that may affect future tax charges

Page 19

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
 
8.Taxation (continued)

A potential deferred tax asset of £461,619 (2025: £830,295) in respect of tax losses carried forward £450,106 (2025: £735,143) and short term timing differences £11,513 (2025: £95,152) have not been recognised due to uncertainty over the availability of taxable profits in future chargeable accounting periods.                                                                                                                                 .                                                                                                                                                                                                                                             


9.


Dividends

2026
2025
£000
£000


Interim dividends paid in the year
3,000
-

3,000
-


10.


Fixed asset investments





Other fixed asset investments

£000



Net book value


At 1 July 2025
1



At 30 June 2026
1






Net book value



At 30 June 2026
1



At 30 June 2025
1


Page 20

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

11.


Debtors

2026
2025
£000
£000


Trade debtors
2,201
2,541

Amounts owed by Group undertakings
11,422
9,205

Other debtors
856
924

Prepayments and accrued income
894
1,130

Tax recoverable
6
-

15,379
13,800


Trade debtors is net of bad debt provision of £65k (2025: £1,346k). Other debtors is net of bad debt provision of £117k (2025: £141k).


12.


Cash and cash equivalents

2026
2025
         £000
£000

Cash at bank and in hand
3,235
10,964

3,235
10,964



13.


Creditors: Amounts falling due within one year

2026
2025
£000
£000

Trade creditors
209
319

Amounts owed to group companies
1,656
5,323

Corporation tax
419
419

Other taxation and social security
-
19

Other creditors
-
23

Accruals and deferred income
112
141

2,396
6,244


Page 21

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

14.


Called up share capital

2026
2025
          £'000
£'000
Allotted, called up and fully paid



14,000,000 Ordinary shares of £1.00 each
14,000
14,000



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, the Company is exempt from the requirement to disclose such transactions under FRS 102 section 33. 
During the year the Company conducted transactions with the following related parties outside the Group:

Fee income
from /
(expenses to)
entities listed
below during
the year
ended
30 June
Fee income
from /
(expenses to)
entities listed
below during
the year
ended 
30 June
Amounts
due from/
(to) entities
listed below
at 30 June
Amounts
due from/
(to) entities
listed below
at 30 June
2026
2025
2026
2025
£'000
£'000
£'000
£'000

Ref

Ingenious Estate Planning Ltd
1
351
46
17
221

Ingenious Media Finance Ltd
1
166
210
45
76

Ingenious Project Finance Ltd
1
103
133
115
101

Ingenious Renewable Energy Lending Services Ltd
1
(4)
84
565
161

Ingenious Real Estate Enterprises 1 Ltd
1
432
257
99
225

Ingenious Real Estate Enterprises 2 Ltd
1
2,190
2,112
572
492

Ingenious Real Estate Growth Ltd
1
76
74
19
492

IEP Corporate LLP
3
57
55
19
19

Ingenious Apex Limited
3
199
162
41
34

Ingenious Real Estate Finance LLP
3
1,897
4,820
57
2,105

Ingenious Real Estate Finance 2 LLP
3
1,103
375
1,896
6

Ingenious Real Estate Finance 3 LLP
3
700
362
57
44

Ingenious Media  LLP
3
-
-
68
86

North John Street LLP
3
-
-
-
111
Page 22

 
INGENIOUS CAPITAL MANAGEMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

Freeshire Ltd
1,2
-
25
33
-

Goldwoodshire Ltd

1,2
-
10
-
-

Fernlakes Ltd

1,2
-
10
-
-




  

Ref:
1 - Share Director(s)/ Key Management Personnel
2 - Same Ultimate Shareholder
3 - Share Director(s)/ Key Management Personnel with the designated member of the partnership
As at 30 June 2026, total amounts owed by Group companies were £11,422k (2025: £9,205k) and  total amounts owed to Group companies were £1,656k (2025: £5,323k). Amounts owed to/by Group companies represents balances due in respect of intra-group loans with the various other companies within the Group. There are no fixed terms of repayment.


16.


Controlling party

Ingenious Capital Management Holdings Limited is the immediate parent company for which consolidated financial statements are prepared and the registered office address is Myo Piccadilly, 1 Sherwood Street,  London, W1F 7BL. The consolidated financial statements of Ingenious Capital Management Holdings Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling shareholder of Ingenious Capital Management Holdings Limited is P McKenna.

Page 23