Company registration number 09065030 (England and Wales)
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
COMPANY INFORMATION
Directors
N R Blackley
T G Brown
D M Reid
H L Sefton
Secretary
S Cruickshank
Company number
09065030
Registered office
Parcels Building
14 Bird Street
London
United Kingdom
W1U 1BU
Auditor
Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
5
28,739,291
16,110,292
Current assets
Debtors
6
3,066,950
2,454,308
Cash at bank and in hand
629,319
40,741
3,696,269
2,495,049
Creditors: amounts falling due within one year
7
(246,427)
(256,920)
Net current assets
3,449,842
2,238,129
Total assets less current liabilities
32,189,133
18,348,421
Creditors: amounts falling due after more than one year
8
(10,000,000)
Net assets
22,189,133
18,348,421
Capital and reserves
Called up share capital
9
1,486,605
1,269,009
Share premium account
10
17,787,479
14,852,433
Profit and loss reserves
11
2,915,049
2,226,979
Total equity
22,189,133
18,348,421
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 29 September 2023 and are signed on its behalf by:
D M Reid
Director
Company Registration No. 09065030
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Ingenious Real Estate Enterprises 1 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 is the issuance of commercial loans to prospective borrowers for the purpose of funding residential, commercial and mixed use development projects to generate returns for its shareholders, which it carries on through its membership of Ingenious Real Estate Finance LLP ("the partnership") and Ingenious Real Estate Finance 2 LLP.
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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
We draw attention to the current trueeconomic outlook over the next 12 months in the UK residential market. At the moment, there is no material slow-down in the market. 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. On this basis, the company is considered to be a going concern.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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.
1.4
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 REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.5
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.
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.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
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 account.
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.
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.
There were no material judgements or estimates made in the period.
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
4,500
4,500
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
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
£
£
Shares in group undertakings and participating interests
28,739,291
16,110,292
Movements in fixed asset investments
Interest in other participating interests
£
Cost or valuation
At 1 January 2022
16,110,292
Additions
12,105,520
Share of profit/(loss)
1,160,426
Disposals
(636,947)
At 31 December 2022
28,739,291
Carrying amount
At 31 December 2022
28,739,291
At 31 December 2021
16,110,292
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Other debtors
3,066,950
2,454,308
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
2,610
57,243
Taxation and social security
161,402
126,399
Other creditors
82,415
73,278
246,427
256,920
8
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other creditors
10,000,000
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 10p each
14,866,050
12,690,093
1,486,605
1,269,009
During the year, the company allotted 2,175,957 Ordinary shares, each with a nominal value of 10p each. This increased share capital from £1,269,009 to £1,486,605.
10
Share premium account
2022
2021
£
£
At the beginning of the year
14,852,433
7,257,503
Issue of new shares
2,935,046
7,862,085
Share capital reduction
(267,155)
At the end of the year
17,787,479
14,852,433
The share premium account records the amount above the nominal value received for shares issued.
11
Profit and loss reserves
2022
2021
£
£
At the beginning of the year
2,226,979
1,725,603
Profit for the year
688,070
539,236
Dividends declared and paid in the year
-
(37,860)
At the end of the year
2,915,049
2,226,979
INGENIOUS REAL ESTATE ENTERPRISES 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
11
Profit and loss reserves
(Continued)
- 7 -
The profit and loss account represents the cumulative profits or losses, net of dividends paid and other adjustments.
12
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
13
Events after the reporting date
After the year ended 31 December 2022, the Company made net capital contributions to the Partnerships amounting to £856,689, and net withdrawals from the Partnerships amounting to £551,833.
Ingenious Real Estate Enterprises 1 has invested additional net capital of £856,689 into Ingenious Real Estate Finance LLP.
Ingenious Real Estate Enterprises 1 has withdrawn net capital of £551,833 from Ingenious Real Estate Finance 2 LLP.
Loans payable of £10m within other creditors were repaid on the 24 August 2023.
On 18 April 2023, a special resolution was passed to cancel and extinguish 1,918,175 Ordinary shares of 10p each, returning £191,818 to shareholders. Share premium of £2,291,056 was also returned to shareholders as part of the cancelling and extinguishing of shares.
14
Ultimate controlling party
During the year, there was no immediate or ultimate controlling party.