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 2017

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 2017.

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 2017 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:

Cllr R J Kingsbury ceased to be a director after 31 December 2017 but prior to the date of this report.

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 May 2018

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 Solar Limited (the 'company') for the year ended

31 December 2017 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).

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.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2017 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 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, 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.

Opinion 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.

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 May 2018

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

207,180

228,317

Cost of sales

31,325

20,030

GROSS PROFIT

175,855

208,287

Administrative expenses

98,071

106,239

77,784

102,048

Other operating income

4,785

4,785

OPERATING PROFIT

6

82,569

106,833

Interest receivable and similar income

23

789

82,592

107,622

Interest payable and similar expenses

7

95,753

103,457

(LOSS)/PROFIT BEFORE TAXATION

(13,161

)

4,165

Tax on (loss)/profit

8

12,919

17,268

LOSS FOR THE FINANCIAL YEAR

(26,080

)

(13,103

)

LOSS FOR THE YEAR

(26,080

)

(13,103

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(26,080

)

(13,103

)

FIXED ASSETS

Tangible assets

9

2,769,928

2,835,985

CURRENT ASSETS

Debtors

10

33,691

51,259

Cash at bank

141,561

204,205

175,252

255,464

CREDITORS

Amounts falling due within one year

11

208,580

191,768

NET CURRENT (LIABILITIES)/ASSETS

(33,328

)

63,696

TOTAL ASSETS LESS CURRENT LIABILITIES

2,736,600

2,899,681

CREDITORS

Amounts falling due after more than one year

12

(1,389,396

)

(1,532,338

)

ACCRUALS AND DEFERRED INCOME

14

(166,725

)

(160,784

)

NET ASSETS

1,180,479

1,206,559

CAPITAL AND RESERVES

Called up share capital

15

1,182,688

1,182,688

Retained earnings

16

(2,209

)

23,871

SHAREHOLDERS' FUNDS

1,180,479

1,206,559

The financial statements were approved by the Board of Directors on 31 May 2018 and were signed on its behalf by:

D J Spinks - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

1,182,688

36,974

1,219,662

Changes in equity

Total comprehensive income

-

(13,103

)

(13,103

)

Balance at 31 December 2016

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

Cash flows from operating activities

Cash generated from operations

19

160,991

168,258

Interest paid

(95,753

)

(103,457

)

Net cash from operating activities

65,238

64,801

Cash flows from investing activities

Purchase of tangible fixed assets

(14,226

)

-

Interest received

23

789

Net cash from investing activities

(14,203

)

789

Cash flows from financing activities

Loan repayments in year

(124,405

)

(127,002

)

Grant received

10,726

-

Net cash from financing activities

(113,679

)

(127,002

)

Decrease in cash and cash equivalents

(62,644

)

(61,412

)

Cash and cash equivalents at beginning of year

20

204,205

265,617

Cash and cash equivalents at end of year

20

141,561

204,205

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 comprises the sales value of electricity supplied to customers during the year and excludes sales tax,

this is based on the value of units supplied during the year and includes estimates of the value of units supplied to

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

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 has no non-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. Estimates and judgements pertinent to the company are included below. These critical

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

statement of Accounting Policies at Note 2.

Revenue

The nature of the energy industry in which the company operates is such that the company's revenue recognition

is subject to a degree of estimation. The assessment of energy sales to customers is based on meter readings,

which are carried out on a systematic basis throughout the year. Whereby a meter reading is not undertaken

before 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 recorded in revenue.

Unbilled revenue is included within accrued income in the balance sheet. At 31 December 2017 this amounted to

£26,088 (2016: £19,146)

4.	EMPLOYEES AND DIRECTORS

There were no staff or employees directly employed by the company for the year ended 31 December 2017 or

for the year ended 31 December 2016. 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

2017

2016

£

£

Directors' remuneration

2,658

2,658

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

composition of the board of directors can be found in the directors' report.

6.	OPERATING PROFIT

The operating profit is stated after charging:

2017

2016

£

£

Depreciation - owned assets

80,283

86,962

Auditors' remuneration

6,520

7,000

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

£

Loan interest

95,753

103,457

8.

TAXATION

Analysis of the tax charge

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

2017

2016

£

£

Current tax:

UK corporation tax

12,919

17,268

Tax on (loss)/profit

12,919

17,268

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:

2017

2016

£

£

(Loss)/profit before tax

(13,161

)

4,165

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19.250% (2016 - 20%)

(2,533

)

833

Effects of:

Income not taxable for tax purposes

-

(957

)

Depreciation in excess of capital allowances

15,452

17,392

Total tax charge

12,919

17,268

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2017

3,208,450

Additions

14,226

At 31 December 2017

3,222,676

DEPRECIATION

At 1 January 2017

372,465

Charge for year

80,283

At 31 December 2017

452,748

NET BOOK VALUE

At 31 December 2017

2,769,928

At 31 December 2016

2,835,985

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

267

24,776

Amounts owed by group undertakings

6,936

6,936

Prepayments and accrued income

26,488

19,547

33,691

51,259

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade creditors

5,631

6,519

Amounts owed to group undertakings

173,129

152,005

VAT

125

1,803

Accruals and deferred income

29,695

31,441

208,580

191,768

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2017

2016

£

£

Amounts owed to group undertakings

1,389,396

1,532,338

13.	SECURED DEBTS

The following secured debts are included within creditors:

2017

2016

£

£

Owed to group undertakings

1,532,338

1,667,075

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

2017

2016

£

£

Repayable within one year

142,942

134,737

Amounts falling due between one and two years

151,647

142,942

Amounts falling due between two and five years

704,740

483,210

Amounts falling due after more than five years

553,009

906,186

1,532,338

1,667,075

14.	ACCRUALS AND DEFERRED INCOME

2017

2016

£

£

Grants from group undertakings

166,725

160,784

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2017

2016

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 2017

23,871

Deficit for the year

(26,080

)

At 31 December 2017

(2,209

)

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% (2016 - 100%) owned by Woking

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

2017

2016

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%

Woking Necropolis and Mausoleum Limited

0%

100%

Thameswey Energy Limited owns 100% (2016 - 100%) of Thameswey Central Milton Keynes Limited.

Thameswey Housing Limited owns 100% (2016 - 100%) of Thameswey Guest Houses Limited and 50% (2015 -

50%) of Rutland Woking (Residential) Limited. Thameswey Developments Limited owns 50% (2016 - 50%) of

Rutland (Woking) Limited and 50% (2016 - 50%) of Rutland Woking (Carthouse Lane) Limited. Rutland

(Woking) Limited owns 50% (2016 - 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 (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2017

2016

£

£

(Loss)/profit before taxation

(13,161

)

4,165

Depreciation charges

80,283

86,962

Grants amortised

(4,785

)

(4,785

)

Finance costs

95,753

103,457

Finance income

(23

)

(789

)

158,067

189,010

Decrease/(increase) in trade and other debtors

17,568

(27,308

)

(Decrease)/increase in trade and other creditors

(14,644

)

6,556

Cash generated from operations

160,991

168,258