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Registered number: 08968058
INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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COMPANY INFORMATION
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08968058 (England and Wales)
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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CONTENTS
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Independent Auditor's Report
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Consolidated Profit and Loss Account
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2021
This Group Strategic Report has been prepared for Ingenious Capital Management Holdings Limited (the "Company") and its subsidiaries (together the "Group") for the year ended 30 June 2021.
Principal activity and review of the business
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The principal activity of the Group and the Company is to provide discretionary management services to investment companies and retail investors, as well as undertaking investing activity. The Group generated a profit after tax of £2,552k (2020: loss after tax of £5,327). The profit for the year is mainly attributable to increased revenue in Ingenious Capital Management Limited, the main trading entity in the Group, as well as reduction in people related costs incurred during the year. The directors are not aware of any significant changes in the Group's activities in the next year.
The Group has net assets of £20,998k (2020: £18,446k). The Ingenious Group went through a restructuring process in June 2020 in order to maximise the profitability of the Group going forward, whilst also preserving regulatory capital in Ingenious Capital Management Limited as required by the FCA. It is for these reasons the directors believe that the Group is well positioned for the future.
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 capital raising, monitoring of investment performance and liquidity. The board also measures non-financial matrices, for example, staff turnover, staff surveys, market share, customer satisfaction and others. During the year, turnover from media Enterprise Investment Scheme ("EIS") activities decreased by 17% which were in line with expectations following the implementation of the Patient Capital Review in 2018 and the Group’s subsequent withdrawal of new media EIS strategies from the market. This decrease was offset by a renewed focus on growing our Business Relief strategies as well as the implementation of cost saving initiatives across the Group.
Principal risks and uncertainties
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The Group actively manages risks and uncertainties facing its business by undertaking regular strategic reviews. The principal risks identified are those relating to the national and global economy, and changes to the regulatory environment governing investment business. Damage to reputation and competitive pressure are also continuing risks for the Group. These principal risks can be stratified into the following categories.
Business risk
The Group's revenues are primarily derived from investment management and administration fees, which can be driven by the performance of the underlying funds. The Group operates in a market where there are numerous competitors and products, meaning potential investors have a wealth of options available to them. Therefore, customer service and trust is essential to the Group's core business. The Group seeks to enforce its reputation and mitigate business risk through regular review of its business strategy, rigorous selection and training of its people, and building and maintaining strong relationships with clients and other key stakeholders.
External risk
These include risks affecting the economic, political, regulatory and legal environment in which the Group operates. Changes in legislation will therefore have a significant impact on the Group, thus significant resources are deployed to perform detailed assessments of current legislation, as well as understand and predict the sentiment of the future political and regulatory environment.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
Operational risk
Operational risk relates to the efficacy of the Group's systems, controls and processes. The Group's risk management committee is responsible for overseeing the design and operational effectiveness of our systems and controls, and are monitored on a regular basis. Any significant risks or issues identified are immediately assessed, resolved and debriefed to ensure any possible future related risks are mitigated to the utmost.
The consolidated results for the year are set out on page 12.
No interim dividend was paid during the year (2020: £nil). The directors do not propose to pay a final dividend (2020: £nil).
Financial risk management
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The Group's activities expose it to a number of financial risks including liquidity risk, interest rate risk and credit risk.
(a) Liquidity risk
The Group manages its cash and borrowing requirements in order to maximise returns, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business as well as the regulatory capital requirements as laid down by the Financial Conduct Authority.
(b) Interest rate risk
The Group is exposed to interest rate risk on its borrowings and deposit balances. The Group negotiates a fixed margin of interest payable on borrowings and seeks to maximise its margin on interest receivable, subject to the requirements of liquidity risk noted above.
(c) Credit risk
The Group's principal financial assets are cash, trade debtors and loans receivable, of which the Group’s credit risk is primarily attributable. The Group regularly reviews its treasury management strategy based upon all available information. Where loans are provided in the normal course of business, credit reviews are undertaken where possible.
The board of directors have agreed the budget for the next financial year, and also the key priorities and five year strategic plan. This includes various new strategies and initiatives as the Company is continually seeking to broaden its commercial activities across the media, real estate, infrastructure and education sectors.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
Statement in compliance with section 172(1) of Companies Act 2006
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The directors of the Group 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 Group for the benefit of its members as a whole. In considering this duty the directors consider the following stakeholders:
Shareholders
The shares of the Company are 100% owned by Patrick McKenna. Patrick McKenna is also a director of the Company.
Key decisions made in the year
A key decision during this year was the incorporation of a separate Real Estate entity (Ingenious Real Estate Limited) within the Group. The directors recognise that the incentivisation and retention of staff is important and the Real Estate team’s commercial offering is critical to it being able to promote its range of managed investment services. In recognition of the role that the new entity performs in incentivising and retaining staff, Ingenious Capital Management Limited agrees to a recharge of income and costs associated with the Real Estate business to Ingenious Real Estate Limited.
Employees
On average, the Group employed 98 people during the year ended 30 June 2021. Employees are a key stakeholder as they are the principal asset which generates revenue for the business. Employees are involved in the operational management of the Group, with direct access to senior management including the CEO. The Group provides regulatory training as required for a financial services firm within the Group 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 Group mainly consist of investors into the funds that Ingenious Capital Management Limited manages, being private individuals, their financial advisors, and other intermediaries. The Group also has a small number of corporate customers. The Group 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 is maintained though regular contact and interaction. The Group does not follow any specific code or standard on payment of creditors. The Group 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 Group is committed to having a positive impact on the sectors and communities it operates in. The Board has spent considerable time and effort on identifying its Environmental, Social and Governance strategy and strive to embed best practice throughout its real estate, media, infrastructure and education investment processes.
Other stakeholders
The directors also consider the FCA a stakeholder as the regulator of Ingenious Capital Management Limited, a subsidiary in the Group.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
Approved and signed on behalf of the board of directors by:
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2021
The directors present their report and the financial statements for the year ended 30 June 2021.
Directors' responsibilities statement
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The directors are responsible for preparing the annual reports and consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and 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 the Group 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 the Group 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 Group'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.
The directors who served during the year and subsequently were as follows:
Directors' remuneration is disclosed in note 5 to the financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
The Company's and Group's business activities, together with the factors likely to affect its future development, performance and position have been reviewed by the directors. The directors have specifically considered the impact of Brexit, the COVID19 pandemic and the current conflict between Russia and Ukraine on the business.
Having assessed these risks including those set out in the Group Strategic Report, its financial position, and profit and cash flow forecasts, the directors believe that the Company and the Group is well placed to manage its business successfully. Therefore, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual reports and financial statements.
Please refer to note 1.2 Going concern for further details.
The Group does not follow a specific code or standard on payment of creditors. The Group agrees the payment terms as part of the commercial arrangement negotiated with suppliers. Payments are made on these terms provided the supplier meets its obligations. Trade creditors of the Group at 30 June 2021 were equivalent to 53 (2020: 37) days' purchases.
Provision of insurance to directors
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All directors were covered by directors' and officers' liability insurance throughout the year under review and this will continue to remain in force.
Each of the persons who is a director at the date of approval of this report confirms that so far as the director is aware there is no relevant audit information of which the Company's auditor is unaware and the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
The auditor, BDO LLP, will be proposed for re-appointed in accordance with section 487(2) of the Companies Act 2006.The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Other disclosures relating to future developments, dividends and financial risk management have been disclosed in the Group Strategic Report.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
This report was approved by the board of directors and signed on its behalf by:
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
Opinion on the financial statements
In our opinion:
∙the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 June 2021 and of the Group’s profit for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Ingenious Capital Management Holdings Limited (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2021 which comprise Consolidated Profit and Loss Account, the Consolidated and the Company Balance Sheets, the Consolidated and the Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows, and notes to the financial statements, including a summary of significant accounting policies. 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 Group and 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 and Group’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.
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 CAPITAL MANAGEMENT HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual reports 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 Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 Statement of Directors’ Responsibilities, 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 Group and Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT HOLDINGS 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.
Extent to which the audit was capable of detecting irregularities, including fraud
∙We obtained an understanding of the legal and regulatory framework applicable to the entity. We determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework (FRS 102) and the Companies act 2006;
∙We enquired of management to identify how the entity is complying with those legal and regulatory frameworks and whether there were any known instances of non-compliance, or any actual, suspected or alleged fraud. We corroborated our enquiries through review of board minutes;
∙We assessed the risk of susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur;
∙Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and considering whether there were any significant transactions that were unusual or outside the normal course of business;
∙We considered the entity’s control environment that has been established to prevent, detect and deter fraud;
∙In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments in the general ledger and evaluated the business rationale of any significant transactions that were unusual or outside the normal course of business;
∙We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and discussed how and where these might occur 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:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Smith (Senior statutory auditor)
for and on behalf of
BDO LLP, statutory auditor
London, United Kingdom
Date:30/06/2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2021
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Loss from interests in joint ventures
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Loss from interests in associates
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Other operating income/(expenses)
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Interest receivable and similar income
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Interest payable and similar expenses
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Fair value movement of financial assets through profit and loss
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Fair value movement of financial liabilities through profit and loss
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Profit/(loss) for the financial year
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Profit/(loss) for the year attributable to:
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There were no recognised gains and losses for 2021 or 2020 other than those included in the consolidated profit and loss account.
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The notes on pages 19 to 41 form part of these financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
REGISTERED NUMBER:08968058
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CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf 29 June 2022.by:
The notes on pages 19 to 41 form part of these financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
REGISTERED NUMBER:08968058
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COMPANY BALANCE SHEET
AS AT 30 JUNE 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Profit and loss account brought forward
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2022.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
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The notes on pages 19 to 41 form part of these financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
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The notes on pages 19 to 41 form part of these financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
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Profit/(loss) for the financial year
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Amortisation of intangible assets
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Share of operating loss/ (profit) in joint ventures
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Share of operating loss in associates
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Fair value adjustment on loan receivable held at FVTPL
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Fair value adjustment on loan payable held at FVTPL
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of unlisted and other investments
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Sale of unlisted and other investments
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Purchase of share in associates
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of loan liabilities
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Drawdown of loan liabilities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2021
The notes on pages 19 to 41 form part of these financial statements.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies
The principal accounting policies are summarised below. They have been applied consistently throughout the current and prior year.
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General information and basis of accounting
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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.
Ingenious Capital Management Holdings Limited is a private company limited by shares and was incorporated in the United Kingdom under the Companies Act 2006. Its registered office address is 15 Golden Square, London, W1F 9JG. The nature of the Company's operations and principal operating activity are set out in the Group Strategic Report on pages 1 to 4.
The functional currency of the Company is considered to be pound sterling which is the currency of the primary economic environment in which the Company operates. Foreign currency transactions are included in accordance with the policies set out below.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
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 separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken, by the Company, in relation to financial instruments and presentation of a cash flow statement.
The following principal accounting policies have been applied:
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Group Strategic Report. The Group Strategic Report on pages 1 to 4 also describes the Group's principal risks and uncertainties and its exposure to credit risk, liquidity risk and interest rate risk.
In addition to the risks identified in the Group Strategic Report, the directors have considered the impact on the Group's business as a result of Brexit, the COVID19 pandemic and the current conflict between Russia and Ukraine. The Group's individual trading subsidiaries are wholly based in the UK and have experienced minimal business interruption, and at this stage we do not believe there to be a material impact on the expected value of deployed capital across the Group. At the time of approval of these financial statements, the directors believe that all of the above aforementioned events has had a minimal (if any) impact on the Group's activities.
In accordance with the Service Level Agreement between Ingenious Capital Management Limited, the main trading subsidiary in the Group, Ingenious Capital Management Services Limited, a subsidiary of the Group, and Freeshire Limited, a related entity with the same ultimate shareholder, Ingenious Capital Management Services Limited incurred the majority of the Group's operating expenses, such as employee and lease rental costs, and recharged these expenses on a quarterly basis to Ingenious Capital Management Limited and Freeshire Limited. At the balance sheet date, the Group owed £9.2m to Freeshire Limited in respect of the Service Level Agreement. By May 2022, the Group has been able to successfully repay all external debt, inclusive of the creditor balance owed to Freeshire Limited.
Having assessed the risks facing the business as set out in the Group Strategic Report, its financial position, and profit and cash flow forecasts, the directors believe that the Company and the Group is well placed to manage its business successfully. The directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual reports and financial statements.
For administrative purposes, the Company has shortened its accounting period end from 30 June 2021 to 29 June 2021 to align with the accounting reference date of all other subsidiary undertakings within the Group.
The Company has taken advantage of section 390(3)(b) of the Companies Act 2006 in preparing these financial statements to 30 June 2021 which is within seven days of the Company’s 29 June 2021 accounting reference period end.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
The financial statements represent the consolidated accounts of the Company and of each of its subsidiary undertakings, associated undertakings and joint ventures. The results of subsidiary undertakings acquired during the financial year are included from the date on which control passes and are accounted for under the acquisition method unless otherwise noted. Equity accounting is used for the Group's investments in associates and joint ventures, which are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the Group's share of the profit or loss and other comprehensive income of the associate.
The Profit and Loss Account of the Company is not included in the financial statements as permitted by section 408 of the Companies Act 2006. The Company's loss for the financial year amounted to £1,186k (2020: £6,208k).
Certain dormant subsidiaries of the Company have taken advantage of the Companies Act 2006 s480A exemption from audit of accounts. These subsidiaries are exempt from the requirement for an audit of the accounts by virtue of this section and are disclosed as dormant in note 9.
The majority of Group turnover arises through the provision of investment management services.
Turnover represents amounts receivable for services net of Value Added Tax. 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 value of the consideration.
Where the amount of turnover is contingent on future events, this is only recognised where the amount of revenue can be measured reliably and it is probable that the economic benefits will be received. When this cannot be estimated reliably, revenue is only recognised to the extent of the expenses recognised that are recoverable, with an additional element of revenue recognised based on stage of completion once the uncertain events no longer exist.
Services provided to the client which at the balance sheet date have not been billed have been recognised as revenue and are included in debtors as accrued income. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
Cost of sales represents direct costs attributable to turnover, recorded on an accruals basis.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
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.
Transactions denominated in foreign currencies are translated into pound 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.
Investments in subsidiaries, associates and joint ventures
The Company holds investments in associates and joint ventures at cost less impairment.
Other investments and loans
Where fair value cannot be reliably measured, other investments are stated at cost less any provision for permanent diminution in value. Refer to note 2 for policies on impairment of certain investments.
Loans are held at amortised cost using the effective interest rate method, except those that are designated at fair value to avoid an accounting mismatch.
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Intangible assets - website development costs
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Website development costs are recorded at cost less accumulated amortisation. Website development costs are amortised to the Consolidated Profit and Loss Account over a 3 year period, being their estimated useful lives.
The Group enters into basic and non 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,
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
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Financial instruments (continued)
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initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Profit and Loss Account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the Balance Sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
Financial liabilities that do not have fixed repayment terms are classified as non basic financial instruments and are therefore held at fair value through profit or loss. Where their value is dependent on the value of a corresponding financial asset, the financial asset is also classified at fair value to avoid an accounting mismatch.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities that are non basic are initially classified as financial liabilities at fair value through profit or loss.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.
Derecognition of financial liabilities
A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred using the effective interest rate method.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group 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.
Grants relating to revenue shall be recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. During the period the Group received assistance under the Coronavirus Job Retention Scheme (CJRS scheme), totalling £65k.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group's and 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.
Aside from that noted below, there are no other key sources of estimation uncertainty.
Fair value of the syndicate loan and other debtors measured at fair value
The Group holds financial assets and financial liabilities in the form of non basic debt instruments where the repayment obligation of a syndicate loan is restricted to the film receipts collected by the underlying film production company, and are therefore valued at fair value through profit and loss in accordance with FRS 102 section 12.
As there is evidence that the value of the film assets (and therefore the amount payable of the related loans) has fallen due to the commercial performance of the underlying films being less than anticipated, management have subsequently remeasured the assets and the related loan liabilities. When performing their assessment of the fair value of the debt instruments, management have taken into account the performance to date of the underlying film assets and the future cash flows expected to arise on each production.
The carrying amount of the financial asset as at 30 June 2021 was revalued to £83k (2020: £112k) after an adjustment of £46k (2020: £406k) was recognised. An equal and opposite adjustment of £46k (2020: £406k) was recognised through profit and loss during the year ended 30 June 2021 in order to adjust the corresponding financial liability to £83k (2020: £112k).
Fair value of limited recourse loans
Other than the limited recourse syndicate loan described above, the Group holds other financial assets and financial liabilities in the form of non basic debt instruments where the repayment obligation of a loan is limited to the amount received from loan repayments from certain underlying investee companies from the finance, construction, operation and disposal of anaerobic digestion projects. These loans are valued at fair value through profit and loss in accordance with FRS 102 section 12.
As there is evidence that the anticipated proceeds from the finance, construction, operation and disposal of anaerobic digestion projects is lower than the amount lent at the outset, management have subsequently remeasured the assets and the related limited recourse loan liabilities to the amount expected to be recouped. When performing their assessment of the fair value of the debt instruments, management have taken into account the sale offers received from buyers wanting to purchase the underlying anaerobic digestion projects.
The carrying amount of the financial asset as at 30 June 2021 was revalued to £nil (2020: £nil) after an
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
2.Judgements in applying accounting policies (continued)
adjustment of £122k (2020: £6,612k) was recognised. An equal and opposite adjustment of £122k (2020: £6,612k) was recognised through profit and loss during the year ended 30 June 2021 in order to adjust the corresponding financial liability to £nil (2020: £nil).
Impairment of investments held at cost less impairment
There is an element of judgement involved in assessing whether investments held at cost less impairment require impairment. Management review these investments for indicators of impairment and where indicators are identified conduct an impairment review in order to ascertain whether an impairment is required.
The total turnover of the Group for the year has been predominantly derived from its principal activity (refer to page 1).
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The operating profit is stated after (crediting)/charging:
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Losses from interests in associates
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Amortisation of intangible assets
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Adjustment in fair value of other investments
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Fees payable to the Company's auditor for the audit of the Company's annual financial statements
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Fees payable to the Group's auditors for the audit of the Group's subsidiaries pursuant to legislation
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Fees for assurance services pursuant to legislation
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Total Auditor remuneration
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Group staff costs, including directors' remuneration were as follows:
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The Consolidated Profit and Loss Account reflects a charge of £8.7m (2020: £11.2m) in respect of direct cost and costs allocated by other Ingenious entities based upon time spent on the Group's activities.
The Group incurred direct staff costs as of 1 April 2020 when all employee contracts were transferred from another Ingenious entity outside of the Group.
The emoluments of the directors for the year ended 30 June 2021 totalled £883k.
The highest paid director for the year received remuneration of £294k.
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Interest receivable and similar income
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Other interest receivable
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Interest payable and similar expenses
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Interest payable on loans
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2020: higher than) the standard rate of corporation tax in the UK of 19% (2020: 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
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Adjustments resulting from investment in partnerships
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Adjustments resulting from investment in associates
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Expenses not deductible for tax purposes
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Transfer pricing adjustment (re: mark up on salaries & associated costs)
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Use of unrecognised losses brought forward
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Impairment of investments
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Deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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A potential deferred tax asset of £2,351k (2020: £3,343k) in respect of tax losses carried forward (£2,193k) and short term timing differences (£158k) have not been recognised due to uncertainty over the availability of taxable profits in future chargeable accounting periods.
The March 2021 Budget announced a further increase to the main rate of corporation tax to 25% from 1 April 2023. This rate was substantively enacted on 24 May 2021. The unrecognised deferred tax asset in respect of tax losses as at 30 June 2021 has been measured at 25%.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Investments in associates
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Investments in joint ventures
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Other Investments
Other Company and Group investments as at 30 June 2021 include:
* Additions relate to;
- The Company purchased £23,968k shares in Ingenious Estate Planning Limited.
** Disposals relate to;
- The Company disposed of £13,250k shares in Ingenious Estate Planning Limited.
- Ingenious Real Estate Enterprises 4 received a £3,923k return on its investment in Ingenious Real Estate Finance LLP.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Investments in subsidiary
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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The following were subsidiary undertakings of the Company:
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Ingenious (IEP Cover) Limited
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Ingenious AG JV Member Limited
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Ingenious Australian Solar Limited
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Ingenious Capital Management Limited
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Ingenious Senior Film Fund - B GP Limited
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Ingenious Clean Energy Asset Management Limited
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Ingenious Collections Limited
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Ingenious Education Investments Limited
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Ingenious (Mindful Education) Limited
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Ingenious IMA JV Member Limited
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Ingenious Infrastructure Collections Limited
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Ingenious Infrastructure Member 1 Limited
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Ingenious IQB Member Limited
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Ingenious Qila Biogas LLP
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Ingenious Media Director Limited
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Ingenious MENA Energy Limited
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Ingenious Real Estate Enterprises 4 Limited
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Ingenious Real Estate Investments Limited
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Golden Square RE Investments 1 Limited
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Ingenious (Staines) Limited
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SSJR Heliting House Limited
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Ingenious Renewable Acquisitions Limited
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Ingenious TMT Investments Limited
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Ingenious Capital (GP HoldCo I) Limited
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Ingenious Capital GP I LLP
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Ingenious Capital (MM HoldCo I) Limited
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Ingenious Capital Management (China) Limited
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Subnotes:
a - Held indirectly by Ingenious Capital Management Holdings Limited.
b - Dormant
c - The registered office address is 28 Esplanade, St. Helier, Jersey, JE2 3QA.
d - Previously known as Ingenious UAE Solar Limited
Unless otherwise noted above, the registered office address of the subsidiary undertakings of the Company is 15 Golden Square, London, W1F 9JG.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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The following were associates of the Company and the Group as at 30 June 2021:
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Net assets/ (liabilities) at 30 June 2021
£'000
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Mindful Education Limited
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Makalu Productions Limited
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Subnotes:
a - Held indirectly by Ingenious Capital Management Holdings Limited.
The registered office address of the associate undertakings of the Company is 15 Golden Square, London, W1F 9JG.
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The following was a joint venture of the Company and the Group as at 30 June 2021:
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Net assets/(liabilities) at 30 June 2021
£'000
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The registered office address of the joint venture of the Company is 15 Golden Square, London, W1F 9JG.
The loss from interests in joint ventures for the year ended 30 June 2021 was £444k for Ingenious AG JV LLP.
Other investments
Other investments of the Company and the Group as at 30 June 2021 include:
- 'A' Preference shares held in London Theatre Company Holdings Limited (formerly London Theatre Company Productions Limited) representing a 0.7% class holding. The preference shares do carry voting rights. The registered office address is Hanover House, 14 Hanover Square, London, W1S 1HP.
- 10 ordinary shares held in IRE LW Lending Limited, representing a 10% holding. The registered office address is Interpark House, 7 Down Street, London, United Kingdom, W1J 7AJ.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Website development costs
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Amounts owed by Group undertakings
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Loan receivable held at FVTPL
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Prepayments and accrued income
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Other loan assets are represented mainly by amounts advanced to Ingenious (Mindful Education) Limited, IRE Capital 1 Limited, Golden Square RE Investments 1 Limited, Ingenious (Staines) Limited and Ingenious AG JV LLP joint ventures, with interest ranging from 6% to 9%.
Loan receivable held at FVTPL relates to rights to film receivables acquired from related entities outside of the Group.
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Creditors: Amounts falling due within one year
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Amounts owed to Group undertakings
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Financial liabilities at fair value through profit
and loss
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Other taxation and social security
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Accruals and deferred income
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Other creditors consist of Ingenious Estate Planning Limited uncancelled £20m shares and expense recharges from related entities outside of the Group.
Other loans relate to principal borrowings from Enghamshire Limited, Ingenious Project Finance Limited, Ingenious Media Finance Limited and Ingenious Broadcasting LLP, with interest ranging from 3.75% to 9%.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Measured at fair value through profit and loss
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Loans held at fair value through profit and loss
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Investments held at fair value through profit and loss
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Measured at amortised cost
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Measured at undiscounted amount receivable
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Amounts owed by Group undertakings
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Measured at fair value through profit and loss
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Liabilities held at fair value through profit and loss
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Measured at amortised cost
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Measured at undiscounted amount payable
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Amounts owed to Group undertakings
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Financial instruments (continued)
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The Group's income, expense, gains and losses in respect of financial instruments are summarised as below:
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Interest income and expense
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Total interest income for financial assets
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Total interest expense for financial liabilities
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Fair value movement of financial assets through profit and loss
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Fair value movement of financial liabilities through profit and loss
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Allotted, called up and fully paid
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Class 'A' shares of 10p each
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Class 'B' shares of 5p each
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Class 'C' shares of 5p each
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Class 'D' shares of 5p each
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Class 'E' shares of 5p each
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Class 'F' shares of 5p each
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Class 'G' shares of 5p each
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Class 'H' shares of 5p each
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Class 'I' shares of 5p each
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Class 'J' shares of 5p each
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Class 'K' shares of 5p each
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Class 'L' shares of 0.125p each
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Class 'M' shares of 0.125p each
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Class 'N' shares of 0.125p each
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Class 'O' shares of 0.125p each
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Class 'P' shares of 0.125p each
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Class 'Q' shares of 0.125p each
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Class 'R' shares of 0.125p each
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Class 'S' shares of 0.125p each
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Class 'T' shares of 0.125p each
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Class 'U' shares of 0.125p each
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Class 'V' shares of 0.125p each
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Class 'W' shares of 0.125p each
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Class 'X' shares of 0.125p each
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Class 'Y' shares of 0.125p each
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Class 'Z' shares of 0.125p each
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Class 'A' shares hold all voting rights and entitlements to distributions of retained profit. Shares of 5p each of classes 'B' through 'K' acquired by employees are held either directly or in trust by Ingenious Nominees Limited and/or Barry Nominees Limited on behalf of the named employees. Shares of 0.125p each of classes 'L' through 'Z' acquired by employees are held either directly or in trust by Ingenious Nominees Limited and/or Barry Nominees Limited on behalf of named employees. These shares do not carry voting rights or entitlements to dividends, but entitle the owner to a share of the proceeds on sale or public listing of the Company. Employees can be made to surrender their shares if they cease to be employees of the Company.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Related party transactions
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The financial statements do not include disclosure of transactions between the Company and entities that are wholly-owned within the Group. This is because subsidiaries whose voting rights are wholly-controlled within the Group are exempt from the requirement to disclose such transactions under FRS 102 section 33. During the year the Group conducted transactions with related parties as follows:
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Fee income from / (expenses to) entities listed below during the year ended 30 June
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Fee income from / (expenses to) entities listed below during the year ended 30 June
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Amounts due (to)/from entities listed below at 30 June
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Amounts due (to)/from entities listed below at 30 June
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Ingenious Estate Planning Ltd
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Ingenious Media Finance Ltd
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Ingenious Renewable Energy Enterprises Ltd
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Ingenious Renewable Energy Lending Services Ltd
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Ingenious Real Estate Finance LLP
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Ingenious Project Finance Ltd
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Ingenious Real Estate Enterprises 1 Ltd
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Ingenious Real Estate Enterprises 2 Ltd
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Ingenious Commercial Enterprises Ltd
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Ingenious Clean Energy Services Ltd
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Ingenious Renewable Energy Limited
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Bullock Street Waste Energy Ltd
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IEP Infrastructure Topco Limited
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Ingenious Real Estate Growth Services Limited
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Mindful Education Limited
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Related party transactions (continued)
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Fee income from / (expenses to) entities listed below during the year ended 30 June
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Fee income from / (expenses to) entities listed below during the year ended 30 June
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Amounts due (to)/from entities listed below at 30 June
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Amounts due (to)/from entities listed below at 30 June
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Ingenious Broadcasting LLP
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Ingenious Broadcasting 2 LLP
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SSJR Heliting House Limited
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Ingenious Collections Limited
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Merredin Solar Farm Nominee Ltd
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St Johns Hill Wind HoldCo Limited
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Subnotes:
1 - Common director(s) / key management personnel
2 - Common ultimate shareholder
3 - Associate / joint venture
4 - Common key management personnel with the designated member of the partnership
5 - Controlled by a close family member of the ultimate shareholder
The related parties above are not secured with the exception of the amounts due from Mindful Education Limited which is secured by means of fixed and floating charges against all assets of Mindful Education Limited, and the amounts due from the Ingenious Qila Biogas LLP joint venture companies which is secured by means of fixed and floating charges against all assets of the Ingenious Qila Biogas LLP joint venture companies.
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INGENIOUS CAPITAL MANAGEMENT HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
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Annual commitments under non-cancellable operating leases were as follows:
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Leases of land and buildings which expire:
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Later than 1 year and not later than 5 years
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On 25 July 2017, a new land and buildings lease was entered into for a term of approximately 9 years.
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Events after the balance sheet date
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On 15 July 2021 Ingenious Capital Management Holdings Limited indemnified the Directors of the Fernlakes Limited group of companies in relation to the assignment of 3rd party receivables between members of the Fernlakes group of companies to settle inter-company balances. The indemnity was provided as settling the inter-company balances is considered to be in the best interests of both the Fernlakes group of companies and the Ingenious Capital Management Holdings Limited group of companies.
On 13 May 2022, Golden Square RE 1 Investments Limited, a wholly owned subsidiary of the Group, recouped £5.8m in real estate loan investments.
On 25 May 2022, the Company acquired 9,000,000 ordinary shares of £1.00 each in Ingenious Capital Management Limited, a wholly owned subsidiary of the Company, for the consideration of £9m to provide additional capital and to expand the business.
On 26 May 2022, Ingenious (Mindful Education) Limited, a wholly owned subsidiary of the Group, sold its investment in Mindful Education Limited for a consideration of £10.7m.
By the date of the approval of these financial statements, the Group has been able to successfully repay all external debt, inclusive of the creditor balance owed to Freeshire Limited in respect of the Service Level Agreement.
For the year ended 30 June 2021 the ultimate controlling party of the Group and the Company was P A McKenna. The Company is the only parent undertaking for which consolidated financial statements are prepared.
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