Thameswey Solar Limited - Limited company accounts 18.2

REGISTERED NUMBER: 07679222 (England and Wales)

DIRECTORS' REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

THAMESWEY SOLAR LIMITED

Page

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

Dr B M Maunders

D J Spinks

P N Bryant

SECRETARY:

Clyde Secretaries Limited

REGISTERED OFFICE:

The St Botolph Building

138 Houndsditch

London

London

EC3A 7AR

REGISTERED NUMBER:

07679222 (England and Wales)

AUDITOR:

Hamlyns LLP

Statutory Auditor and

Chartered Accountants

Sundial House

High Street

Horsell

Woking

Surrey

GU21 4SU

BANKERS:

National Westminster Bank Plc

PO Box 358

1 High Street

Woking

Surrey

GU21 1ZS

SOLICITORS:

Clyde & Co LLP

The St Botolph Building

138 Houndsditch

London

EC3A 7AR

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of to own, operate and install solar photovoltaic panels.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of this report.

Dr B M Maunders

D J Spinks

P N Bryant

Other changes in directors holding office are as follows:

R J Kingsbury - resigned 8 May 2018

STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006)

of which the company's auditor is unaware, and each director has taken all the steps that he ought to have taken as a director in

order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that

information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

Dr B M Maunders - Director

31 July 2019

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law

and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have

elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial

statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or

loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's

transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure

that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the

company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of Thameswey Solar Limited (the 'company') for the year ended 31 December 2018

which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash

Flow Statement 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 responsibilities for the audit of the financial

statements section of our report. We are independent of the company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you

where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Directors'

Report and the Statement of Directors' Responsibilities, but does not include 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.

In connection with our audit of the financial statements, 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

audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material

misstatement of the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we

have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in

our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Directors' Report.

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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to

state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this

report, or for the opinions we have formed.

David Cooper (Senior Statutory Auditor)

for and on behalf of Hamlyns LLP

Statutory Auditor and

Chartered Accountants

Sundial House

High Street

Horsell

Woking

Surrey

GU21 4SU

31 July 2019

Note:

The maintenance and integrity of the Thameswey Solar Limited website is the responsibility of the directors; the work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

TURNOVER

227,395

207,180

Cost of sales

21,313

31,325

GROSS PROFIT

206,082

175,855

Administrative expenses

106,127

98,071

99,955

77,784

Other operating income

5,053

4,785

OPERATING PROFIT

6

105,008

82,569

Interest receivable and similar income

63

23

105,071

82,592

Interest payable and similar expenses

7

87,425

95,753

PROFIT/(LOSS) BEFORE TAXATION

17,646

(13,161

)

Tax on profit/(loss)

8

18,662

12,919

LOSS FOR THE FINANCIAL YEAR

(1,016

)

(26,080

)

LOSS FOR THE YEAR

(1,016

)

(26,080

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,016

)

(26,080

)

FIXED ASSETS

Tangible assets

9

2,689,355

2,769,928

CURRENT ASSETS

Debtors

10

46,764

33,691

Cash at bank

76,177

141,561

122,941

175,252

CREDITORS

Amounts falling due within one year

11

233,413

208,580

NET CURRENT LIABILITIES

(110,472

)

(33,328

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,578,883

2,736,600

CREDITORS

Amounts falling due after more than one year

12

(1,237,749

)

(1,389,396

)

ACCRUALS AND DEFERRED INCOME

14

(161,671

)

(166,725

)

NET ASSETS

1,179,463

1,180,479

CAPITAL AND RESERVES

Called up share capital

15

1,182,688

1,182,688

Retained earnings

16

(3,225

)

(2,209

)

SHAREHOLDERS' FUNDS

1,179,463

1,180,479

The financial statements were approved by the Board of Directors on 31 July 2019 and were signed on its behalf by:

D J Spinks - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2017

1,182,688

23,871

1,206,559

Changes in equity

Total comprehensive income

-

(26,080

)

(26,080

)

Balance at 31 December 2017

1,182,688

(2,209

)

1,180,479

Changes in equity

Total comprehensive income

-

(1,016

)

(1,016

)

Balance at 31 December 2018

1,182,688

(3,225

)

1,179,463

Cash flows from operating activities

Cash generated from operations

19

164,920

160,991

Interest paid

(87,425

)

(95,753

)

Net cash from operating activities

77,495

65,238

Cash flows from investing activities

Purchase of tangible fixed assets

-

(14,226

)

Interest received

63

23

Net cash from investing activities

63

(14,203

)

Cash flows from financing activities

Loan repayments in year

(142,942

)

(124,405

)

Grant received

-

10,726

Net cash from financing activities

(142,942

)

(113,679

)

Decrease in cash and cash equivalents

(65,384

)

(62,644

)

Cash and cash equivalents at beginning of year

20

141,561

204,205

Cash and cash equivalents at end of year

20

76,177

141,561

1.	STATUTORY INFORMATION

Thameswey Solar Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial

Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial

statements have been prepared under the historical cost convention.

Turnover

Turnover includes the sales value of units of electricity provided to domestic and commercial customers, as well as the

sales value of surplus energy units supplied to the grid through the Feed in Tariff. Turnover relating to the sales value of

units of electricity is recognised at the time at which energy is supplied, and includes estimates of the value of units

supplied to customers between the date of the last meter reading and the year end.

Turnover also includes the sales value of service charges relating to the maintenance of solar panels. Turnover relating

to the sales value of service charges is recognised at the point at which the service is performed.

All turnover is stated net of VAT and discounts.

Tangible fixed assets

The company's tangible fixed assets are stated at cost and depreciated on a straight-line basis over the estimated

operational lives of the assets. Reviews are undertaken annually of the estimated remaining lives and residual values of

property, plant and equipment.

The depreciation period used by the company is set out below:

Plant and machinery - Straight line over 40 years

Financial instruments

Financial instruments are classified as accounted for according to the substance of the contractual arrangements as

either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a

residual interest in the net assets of the company.

Basic financial instruments are recognised at amortised cost.

The company only has basic financial instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet

date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those

in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been

enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be

recovered against the reversal of deferred tax liabilities or other future taxable profits.

Grants

Grants relating to the Net Present Value of 75% of the maintenance fees lost are treated as deferred income and

released to the profit and loss account over the expected useful life of the Photovoltaic Units that the maintenance fees

relate to.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing the accounts, the company is required to make estimates and assumptions that impact on the reported

amounts of revenues, expenses, assets and liabilities of the company. Actual results may differ from these estimates.

This critical accounting judgement and key source of estimation uncertainty should be read in conjunction with the full

accounting policy for revenue in Note 2.

Revenue

Energy sales to all customers are based on meter readings, which are carried out on a systematic basis throughout the

year. When a meter reading had not been undertaken at the year end, an estimate of the value of units supplied to

customers between the date of the last meter reading and the period end is included in revenue.

Unbilled revenue is included within accrued income in the balance sheet. At 31 December 2018 this amounted to

£30,243 (2017: £26,088)

4.	EMPLOYEES AND DIRECTORS

There were no staff or employees directly employed by the company for the year ended 31 December 2018 or for the

year ended 31 December 2017. The independent director is remunerated by parent undertakings for the current and

preceding financial years. The staff costs have been reallocated from parent undertakings.

5.	DIRECTORS' EMOLUMENTS

2018

2017

£

£

Directors' remuneration

2,647

2,658

Directors remuneration relates to fees paid to the independent non-executive director.

6.	OPERATING PROFIT

The operating profit is stated after charging:

2018

2017

£

£

Depreciation - owned assets

80,573

80,283

Auditors' remuneration

6,534

6,520

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

£

£

Loan interest

87,425

95,753

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2018

2017

£

£

Current tax:

UK corporation tax

18,662

12,919

Tax on profit/(loss)

18,662

12,919

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained

below:

2018

2017

£

£

Profit/(loss) before tax

17,646

(13,161

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 19.250%)

3,353

(2,533

)

Effects of:

Depreciation in excess of capital allowances

15,309

15,452

Total tax charge

18,662

12,919

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2018

and 31 December 2018

3,222,676

DEPRECIATION

At 1 January 2018

452,748

Charge for year

80,573

At 31 December 2018

533,321

NET BOOK VALUE

At 31 December 2018

2,689,355

At 31 December 2017

2,769,928

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

9,210

267

Amounts owed by group undertakings

6,936

6,936

Prepayments and accrued income

30,618

26,488

46,764

33,691

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

4,532

5,631

Amounts owed to group undertakings

200,496

173,129

VAT

822

125

Accruals and deferred income

27,563

29,695

233,413

208,580

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Amounts owed to group undertakings

1,237,749

1,389,396

13.	SECURED DEBTS

The following secured debts are included within creditors:

2018

2017

£

£

Owed to group undertakings

1,389,396

1,532,338

Amounts owed to group undertaking comprise a loan from the ultimate parent undertaking Woking Borough Council.

Interest is charged at the rate of 6% per annum and are secured by a debenture dated 23 March 2012 giving a fixed and

floating charge over the company and on all property and assets of the company.

Amounts owed to group undertaking

2018

2017

£

£

Repayable within one year

151,647

142,942

Amounts falling due between one and two years

160,883

151,647

Amounts falling due between two and five years

543,857

704,740

Amounts falling due after more than five years

553,009

533,009

1,389,396

1,532,338

14.	ACCRUALS AND DEFERRED INCOME

2018

2017

£

£

Grants from group undertakings

161,671

166,725

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

1,182,688

Ordinary

£1

1,182,688

1,182,688

Each share is entitled to one vote in any circumstances and each share is also entitled pari passu to dividend payments

or any other distribution, including a distribution arising from a winding up of the company. The shares are not

redeemable.

16.

RESERVES

Retained

earnings

£

At 1 January 2018

(2,209

)

Deficit for the year

(1,016

)

At 31 December 2018

(3,225

)

17.	ULTIMATE PARENT COMPANY

The company's immediate parent company is Thameswey Limited, a company incorporated in England and Wales.

The company's ultimate parent undertaking is considered to be Woking Borough Council.

The largest group into which the company is consolidated is headed by Woking Borough Council, and the smallest

group into which the company is consolidated is Thameswey Limited. Copies of both sets of group accounts are

available from the Company Secretary, Clyde Secretaries Limited, The St Botolph Building, 138 Houndsditch, London,

EC3A 7AR.

18.	RELATED PARTY DISCLOSURES

The company's immediate parent company Thameswey Limited is 100% (2017 - 100%) owned by Woking Borough

Council. Thameswey Limited owns the share capital of the following companies:

2018

2017

Thameswey Energy Limited

100%

100%

Thameswey Housing Limited

100%

100%

Thameswey Sustainable Communities Limited

100%

100%

Thameswey Developments Limited

100%

100%

Thameswey Solar Limited

100%

100%

Thameswey Maintenance Services Limited

100%

100%

Thameswey Energy Limited owns 100% (2017 - 100%) of Thameswey Central Milton Keynes Limited. Thameswey

Housing Limited owns 100% (2017 - 100%) of Thameswey Guest Houses Limited and 50% (2017 - 50%) of Rutland

Woking (Residential) Limited. Thameswey Developments Limited owns 50% (2017 - 50%) of Rutland (Woking)

Limited and 50% (2017 - 50%) of Rutland Woking (Carthouse Lane) Limited. Rutland (Woking) Limited owns 50%

(2017 - 50%) of Rutland Woking (Residential) Limited.

Therefore, no transactions with these related parties are to be disclosed for either year under the provisions of section

33 of Financial Reporting Standard 102.

19.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2018

2017

£

£

Profit/(loss) before taxation

17,646

(13,161

)

Depreciation charges

80,573

80,283

Grants amortised

(5,053

)

(4,785

)

Finance costs

87,425

95,753

Finance income

(63

)

(23

)

180,528

158,067

(Increase)/decrease in trade and other debtors

(13,073

)

17,568

Decrease in trade and other creditors

(2,535

)

(14,644

)

Cash generated from operations

164,920

160,991

20.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 December 2018

31.12.18

1.1.18

£

£

Cash and cash equivalents

76,177

141,561

Year ended 31 December 2017

31.12.17

1.1.17

£

£

Cash and cash equivalents

141,561

204,205