Company registration number 07816345 (England and Wales)
INGENIOUS PROJECT FINANCE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
INGENIOUS PROJECT FINANCE LIMITED
COMPANY INFORMATION
Directors
Mr D M Reid
Mr P F Touche
Ms C Conan
Secretary
Ms S Cruickshank
Company number
07816345
Registered office
Parcels Building
14 Bird Street
London
United Kingdom
W1U 1BU
Auditor
Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
Bankers
Barclays Bank Plc
1 Churchill Place
Canary Wharf
London
United Kingdom
E14 1QE
INGENIOUS PROJECT FINANCE LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
INGENIOUS PROJECT FINANCE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
5
16,969,299
Current assets
Debtors
6
27,044,404
35,273,265
Cash at bank and in hand
280,691
6,377,589
27,325,095
41,650,854
Creditors: amounts falling due within one year
7
(10,585,818)
(3,593,179)
Net current assets
16,739,277
38,057,675
Net assets
33,708,576
38,057,675
Capital and reserves
Called up share capital
8
3,072,795
3,603,517
Share premium account
9
28,719,410
33,679,540
Profit and loss reserves
10
1,916,371
774,618
Total equity
33,708,576
38,057,675
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 September 2023 and are signed on its behalf by:
Mr P F Touche
Director
Company Registration No. 07816345
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Ingenious Project Finance Limited is a private company limited by shares incorporated in England and Wales. The registered office is Parcels Building, 14 Bird Street, London, United Kingdom, W1U 1BU.
The principal activity of the company continued to be that of generating returns for its shareholder through the issue of commercial loans and credit services to borrowers for the purpose of funding the development, production and exploitation of television programmes, films and other media projects.
In assessing which counterparties to issue commercial loans to, the Company benefits from its relationship with Ingenious Capital Management Limited to facilitate the sourcing of suitable opportunities.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
We draw attention to the current economic trueoutlook over the coming months. The directors have considered the cash balance held by the company, and the projected administrative and other costs for the forthcoming 12 months from the date of signing of the financial statements, and consider there to be adequate resources in place. The company has support of its immediate parent undertaking in not repaying the short term loan other than if cashflow permits. On this basis, the company is considered to be a going concern.
1.3
Turnover
Arrangement fee income and interest income, on financial assets that are classified as trade loans, is determined using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating the interest income over the expected like of the asset or liability. The effective interest rate is a rate that exactly discounts the estimated future cash flows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees receivable, that are an integral part of the instrument yield and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.
1.4
Fixed asset investments
Investments in limited liability partnerships in which capital is held are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.10
Non-derivative financial liabilities with fixed or determinable repayments that are not quoted in an active market are classified as loans. Loans are initially recognised at fair value of the consideration received plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method. Arrangement fees and interest payable on financial liabilities that are classified as loans, are charged to the profit and loss accounts.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating the interest payable over the expected life of the liability. The effective interest rate is the rate that exactly discounts estimated future cashflows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable, that are an integral part of the instrument yield and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.
A financial liability is removed from the balance sheet when the obligation is discharged, or cancelled or expires.
1.11
Other income relates to share of profits from Ingenious Media LLP. The trading profit or loss of an accounting period are shared in proportion to contributions of capital.
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. No significant judgements and estimates have ben made in the year.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of financial assets
For financial assets measured at amortised cost, where a full recovery is estimated as being unlikely to be received, an impairment loss is measured as the difference between its carrying amount and the adjusted present value of estimated future cash flows received over the life of the project discounted at the asset’s original effective interest rate.
3
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
11,700
11,700
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
5
Fixed asset investments
2022
2021
£
£
Other investments other than loans
16,969,299
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
5
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 January 2022
-
Additions
16,969,299
At 31 December 2022
16,969,299
Carrying amount
At 31 December 2022
16,969,299
At 31 December 2021
-
The above reflects investments in minority capital stakes in partnerships, made at a cost of £16,055,541, and includes an amount in respect of profit shares of £913,756.
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
16,801,276
25,875,500
Other debtors
10,243,128
5,981,833
27,044,404
31,857,333
2022
2021
Amounts falling due after more than one year:
£
£
Trade debtors
3,415,932
Total debtors
27,044,404
35,273,265
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Taxation and social security
221,049
55
Other creditors
10,364,769
3,593,124
10,585,818
3,593,179
Loans owed to Higrowth Films Limited, Halleon Films Limited, Great Bison Productions Limited and Ingenious Media Finance Limited remain open with interest charged above the Bank of England base rate at 3.75%, 2.1%, 2.1% and 2.5% respectively.
Contained within other creditors is a balance of £39,632 (2021 : £255,369) in relation to foreign exchange contracts held at fair value. During the year, included in administrative expenses is a credit of £215,737 in respect of fair value movements on derivatives (2021 : £577,861 debited).
8
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 10p each
30,727,955
36,035,174
3,072,795
3,603,517
On 6 April 2022, the company cancelled and extinguished 2,279,732 Ordinary shares of 10p each totalling £227,973.
On 16 September 2022, the company cancelled and extinguished 3,027,490 Ordinary shares of 10p each totalling £302,749.
9
Share premium account
2022
2021
£
£
At the beginning of the year
33,679,540
37,752,979
Share capital reduction
(4,960,130)
(4,073,439)
At the end of the year
28,719,410
33,679,540
The Share Premium reserve records the amount above the nominal value received for shares issued.
On 6 April 2022, the share premium reduced by £2,130,638.
On 16 September 2022, the share premium reduced by £2,829,492.
INGENIOUS PROJECT FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
10
Profit and loss reserves
2022
2021
£
£
At the beginning of the year
774,618
588,006
Profit for the year
1,290,785
295,546
Dividends declared and paid in the year
(149,032)
(108,934)
At the end of the year
1,916,371
774,618
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Joseph Kinton
Statutory Auditor:
Shipleys LLP
12
Related party transactions
The Company is managed by Ingenious Capital Management Limited which is a wholly-owned subsidiary of Ingenious Capital Management Holdings Limited, a company registered in England and Wales.
During the year Mr D M Reid and Mr P Touche were also directors of Ingenious Capital Management Limited. Ingenious Capital Management Limited charged fees of £658,555 (2021: £710,838). At the year end, the balance owed to Ingenious Capital Management Limited was £161,281 (2021: £176,680).
13
Events after the reporting date
The company issued 65,261 shares at £0.10p each on 5 June 2023. The share premium increased by £65,868.
The company cancelled and extinguished 7,155,469 Ordinary shares of 10p each totalling £715,547 on 22 June 2023. The share premium reduced by £6,687,501.
14
Parent company
At 31 December 2022, there was no direct or ultimate controlling party.