Thameswey Developments Limited - Limited company accounts 18.2

REGISTERED NUMBER: 06646380 (England and Wales)

DIRECTORS' REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

THAMESWEY DEVELOPMENTS 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:

T Price

P N Bryant

Cllr D J Bittleston

SECRETARY:

Clyde Secretaries Limited

REGISTERED OFFICE:

The St Botolph Building

138 Houndsditch

London

EC3A 7AR

REGISTERED NUMBER:

06646380 (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 Hounsditch

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 property development.

DIVIDENDS

The total distribution of dividends for the year ended 31st December 2018 will be £nil (2017: £250,000).

DIRECTORS

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

T Price

P N Bryant

Cllr D J Bittleston

Other changes in directors holding office are as follows:

R J Kingsbury - resigned 7 May 2018

S Barham - resigned 31 August 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.

ON BEHALF OF THE BOARD:

T Price - 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the

company's website.

Opinion

We have audited the financial statements of Thameswey Developments 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 profit for the year then ended;

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

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

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.

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 Developments 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

42,544,213

2,337,463

Cost of sales

42,095,164

2,181,134

GROSS PROFIT

449,049

156,329

Administrative expenses

60,512

33,551

388,537

122,778

Other operating income

528,515

205,390

OPERATING PROFIT

6

917,052

328,168

Interest receivable and similar income

2,001

631

919,053

328,799

Interest payable and similar expenses

7

346,242

149,586

PROFIT BEFORE TAXATION

572,811

179,213

Tax on profit

8

109,408

34,507

PROFIT FOR THE FINANCIAL YEAR

463,403

144,706

PROFIT FOR THE YEAR

463,403

144,706

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

463,403

144,706

FIXED ASSETS

Tangible assets

10

12,496

8,981

Investments

11

99,727

99,727

Investment property

12

11,433,013

11,235,366

11,545,236

11,344,074

CURRENT ASSETS

Stocks

13

43,160,724

48,380,214

Debtors

14

35,252,791

853,231

Cash at bank

1,874,074

1,023,372

80,287,589

50,256,817

CREDITORS

Amounts falling due within one year

15

26,463,696

6,130,030

NET CURRENT ASSETS

53,823,893

44,126,787

TOTAL ASSETS LESS CURRENT LIABILITIES

65,369,129

55,470,861

CREDITORS

Amounts falling due after more than one year

16

63,500,000

54,065,135

NET ASSETS

1,869,129

1,405,726

CAPITAL AND RESERVES

Called up share capital

17

10,001

10,001

Retained earnings

18

1,859,128

1,395,725

SHAREHOLDERS' FUNDS

1,869,129

1,405,726

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

T Price - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2017

10,001

1,501,019

1,511,020

Changes in equity

Dividends

-

(250,000

)

(250,000

)

Total comprehensive income

-

144,706

144,706

Balance at 31 December 2017

10,001

1,395,725

1,405,726

Changes in equity

Total comprehensive income

-

463,403

463,403

Balance at 31 December 2018

10,001

1,859,128

1,869,129

Cash flows from operating activities

Cash generated from operations

21

(26,100,875

)

(18,225,360

)

Interest paid

(346,242

)

(149,586

)

Net cash from operating activities

(26,447,117

)

(18,374,946

)

Cash flows from investing activities

Purchase of tangible fixed assets

(6,535

)

(9,059

)

Purchase of investment property

(197,647

)

(10,407,875

)

Interest received

2,001

631

Net cash from investing activities

(202,181

)

(10,416,303

)

Cash flows from financing activities

New loans in year

27,500,000

28,750,000

Equity dividends paid

-

(250,000

)

Net cash from financing activities

27,500,000

28,500,000

Increase/(decrease) in cash and cash equivalents

850,702

(291,249

)

Cash and cash equivalents at beginning of year

22

1,023,372

1,314,621

Cash and cash equivalents at end of year

22

1,874,074

1,023,372

1.	STATUTORY INFORMATION

Thameswey Developments 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.

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.

The financial statements are presented in Pound Sterling (£).

Preparation of consolidated financial statements

The financial statements contain information about Thameswey Developments Limited as an individual company and

do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400

of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary

undertaking are included by full consolidation in the consolidated financial statements of its parent, Thameswey

Limited, The St Botolph Building, 138 Houndsditch, London, EC3A 7AR.

Turnover

Turnover represents income receieved in respect of the completion of property developments. Turnover is measured at

the fair value of consideration received or receivable and represents the amounts receivable for the property, net of

discounts and VAT.

Turnover is recognised on long-term construction contracts, only where the final outcome can be assessed with

reasonable certainty, by including turnover and related costs in the profit and loss account as contract activity

progresses. Turnover is calculated as the proportion of total contract value which costs to date bear to total expected

costs for that contract. Where a loss is expected on the contract as a whole it will be recognised as soon as it is foreseen.

Where money is received in advance to complete specific developments, turnover is recognised in line with the costs

incurred on the development.

Rental income derived from the company's investment properties is recognised in other income. Rental

income is based on lease agreements and is accounted for on a straight line basis over the term of the lease.

Tangible fixed assets and fixed asset investments

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% on cost

Fixtures and fittings

-

25% on cost

Fixed Asset Investments are shown at cost less any impairment.

Investment property

Investment properties are properties held to earn rentals and capital appreciation.

Investment properties are measured at fair value.

Gains and losses arising from changes in the fair value of investment properties are included in the income statement in

the period in which they arise.

Investment properties are not depreciated.

Stocks

Work in progress represents on-going developments and is valued at the lower of cost and estimated selling price less

costs to complete and sell, which is equivalent to the the net realisable value. Work in progress comprises direct

materials, sub-contractor fees, site overheads, associated professional fees, other attributable overheads and interest

costs.

Financial instruments

Financial instruments are 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, which include trade and other debtors and creditors, cash and bank balances, amounts owed

by and to group companies, are initially measured at transaction price and are subsequently carried 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.

Long term construction contracts

Long-term construction contracts are assessed on a contract by contract basis.

The amount by which recorded turnover is in excess of payments on account is classified as "amounts recoverable on

contracts" and is included within debtors.

The balance of payments on account is classified as "payments on account" and is included within creditors.

Long term construction contract costs are total costs incurred, net of amounts transferred to the profit and loss account

in respect of work carried out to date, less foreseeable losses and applicable payments on account. This balance is

classified as "long term contract balances" and is included within stock.

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. Estimates and associated assumptions affecting

the financial statements are based on historical experience and various other factors that are believed to be reasonable

under the circumstances. However, the nature of estimation means that actual outcomes could differ from those

estimates. Management considers the key sources of estimation uncertainty pertinent to the company are included

below:

Investment properties

The directors assess the fair value of investment properties annually, using their knowledge of the local property

market, taking into account the nature and location of specific properties. If the directors believe there has been a

significant change in the fair value of investment properties they will utilise the services of an independent chartered

surveyor. The surveyor values the properties on an open market value basis by reference to market evidence of

transaction prices for similar properties and the directors base the valuation of the properties on this work. Whilst

established methods of valuation have been used there is an element of estimation involved in determining the fair value

of the investment properties.

4.	EMPLOYEES AND DIRECTORS

No employees are directly employed by the company. The independent director is remunerated by the parent

undertaking in both the current and preceding year. The cost of which is reimbursed.

5.	DIRECTORS' EMOLUMENTS

2018

2017

£

£

Directors' remuneration

5,392

5,403

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

3,020

78

Auditors' remuneration

8,501

6,020

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

£

£

Loan interest

346,242

149,586

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

109,408

34,507

Tax on profit

109,408

34,507

UK corporation tax has been charged at 19% .

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 before tax

572,811

179,213

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

108,834

34,499

Effects of:

Depreciation in excess of capital allowances

574

8

Total tax charge

109,408

34,507

9.

DIVIDENDS

2018

2017

£

£

Ordinary shares of £1 each

Interim

-

250,000

10.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2018

9,059

-

9,059

Additions

-

6,535

6,535

At 31 December 2018

9,059

6,535

15,594

DEPRECIATION

At 1 January 2018

78

-

78

Charge for year

3,020

-

3,020

At 31 December 2018

3,098

-

3,098

NET BOOK VALUE

At 31 December 2018

5,961

6,535

12,496

At 31 December 2017

8,981

-

8,981

11.	FIXED ASSET INVESTMENTS

Interest

in joint

venture

£

COST

At 1 January 2018

and 31 December 2018

99,727

NET BOOK VALUE

At 31 December 2018

99,727

At 31 December 2017

99,727

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Joint ventures

Rutland (Woking) Limited

Registered office: Dunsfold Park, Stovolds Hill, Cranleigh, Surrey GU6 8TB

Nature of business: Property development

%

Class of shares:

holding

Ordinary

50.00

2018

2017

£

£

Aggregate capital and reserves

238,796

246,100

Loss for the year

(8,277

)

(57,158

)

Rutland Woking (Carthouse Lane) Limited

Registered office: Dunsfold Park, Stovolds Hill, Cranleigh, Surrey GU6 8TB

Nature of business: Property development

%

Class of shares:

holding

Ordinary

50.00

2018

2017

£

£

Aggregate capital and reserves

316,915

320,533

Loss for the year

(4,730

)

(10,299

)

12.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2018

11,235,366

Additions

197,647

At 31 December 2018

11,433,013

NET BOOK VALUE

At 31 December 2018

11,433,013

At 31 December 2017

11,235,366

As at 31st December 2018 the properties fair value was reviewed by the directors and it was determined that there was

no movement in fair value in the year.

13.

STOCKS

2018

2017

£

£

Work-in-progress

43,160,724

48,380,214

During the year interest of £1,562,579 (2017: £1,108,821) was capitalised and included in work in progress.

14.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

530,891

185,604

Amounts recoverable on contract

34,397,567

-

Other debtors

98,650

51,831

VAT

110,195

501,023

Prepayments and accrued income

115,488

114,773

35,252,791

853,231