Thameswey Housing Limited - Limited company accounts 18.2

REGISTERED NUMBER: 05437166 (England and Wales)

DIRECTORS' REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

FOR

THAMESWEY HOUSING 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:

S Barham

T Price

Cllr D J Bittleston

P N Bryant

Cllr C S Kemp

Dr B M Maunders

SECRETARY:

Clyde Secretaries Limited

REGISTERED OFFICE:

The St Botolph Building

138 Houndsditch

London

EC3A 7AR

REGISTERED NUMBER:

05437166 (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 the provision of affordable housing in the

borough.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2017 to the date of this

report.

S Barham

T Price

Cllr D J Bittleston

P N Bryant

Cllr C S Kemp

Dr B M Maunders

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 or she ought to have

taken as a director in order to make himself or herself 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:

T Price - 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 Housing 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 Housing 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

4,785,407

4,134,373

Cost of sales

991,876

632,319

GROSS PROFIT

3,793,531

3,502,054

Administrative expenses

737,453

469,089

3,056,078

3,032,965

Other operating income

4

160,431

143,256

OPERATING PROFIT

7

3,216,509

3,176,221

Income from shares in group undertakings

115,000

-

Income from participating interests

-

345,035

Interest receivable and similar income

123,110

139,100

238,110

484,135

3,454,619

3,660,356

Interest payable and similar expenses

8

5,738,743

4,532,002

LOSS BEFORE TAXATION

(2,284,124

)

(871,646

)

Tax on loss

9

(777,744

)

(235,000

)

LOSS FOR THE FINANCIAL YEAR

(1,506,380

)

(636,646

)

LOSS FOR THE YEAR

(1,506,380

)

(636,646

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,506,380

)

(636,646

)

FIXED ASSETS

Tangible assets

10

205,736

499,948

Investments

11

360,464

360,464

Investment property

12

132,516,119

120,637,288

133,082,319

121,497,700

CURRENT ASSETS

Stocks

13

16,152,649

15,806,346

Debtors

14

2,743,830

5,530,843

Cash at bank

6,371,085

453,767

25,267,564

21,790,956

CREDITORS

Amounts falling due within one year

15

1,020,495

10,595,651

NET CURRENT ASSETS

24,247,069

11,195,305

TOTAL ASSETS LESS CURRENT LIABILITIES

157,329,388

132,693,005

CREDITORS

Amounts falling due after more than one year

16

(106,159,557

)

(85,729,804

)

PROVISIONS FOR LIABILITIES

18

(4,246,510

)

(4,952,870

)

ACCRUALS AND DEFERRED INCOME

19

(6,542,791

)

(6,698,421

)

NET ASSETS

40,380,530

35,311,910

CAPITAL AND RESERVES

Called up share capital

20

24,490,000

17,915,000

Retained earnings

21

15,890,530

17,396,910

SHAREHOLDERS' FUNDS

40,380,530

35,311,910

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

S Barham - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2016

14,015,000

18,033,556

32,048,556

Changes in equity

Issue of share capital

3,900,000

-

3,900,000

Total comprehensive income

-

(636,646

)

(636,646

)

Balance at 31 December 2016

17,915,000

17,396,910

35,311,910

Changes in equity

Issue of share capital

6,575,000

-

6,575,000

Total comprehensive income

-

(1,506,380

)

(1,506,380

)

Balance at 31 December 2017

24,490,000

15,890,530

40,380,530

Cash flows from operating activities

Cash generated from operations

24

5,513,266

1,028,685

Interest paid

(5,738,743

)

(4,532,002

)

Net cash from operating activities

(225,477

)

(3,503,317

)

Cash flows from investing activities

Purchase of tangible fixed assets

(146,550

)

(572,699

)

Purchase of investment property

(11,865,248

)

(33,366,049

)

Sale of tangible fixed assets

-

30,080

Sale of fixed asset investments

24,875

142,642

Sale of investment property

359,250

1,505,108

Interest received

123,110

139,100

Dividends received

115,000

345,035

Net cash from investing activities

(11,389,563

)

(31,776,783

)

Cash flows from financing activities

New loans in year

20,456,874

24,451,156

Loans advanced

-

(1,130,262

)

Share issue

6,575,000

3,900,000

Loan repayments received in year

25,914

7,450,417

Balancing adjustment

-

(200,151

)

Loan repayments in the year

(9,525,430

)

-

Net cash from financing activities

17,532,358

34,471,160

Increase/(decrease) in cash and cash equivalents

5,917,318

(808,940

)

Cash and cash equivalents at beginning of year

25

453,767

1,262,707

Cash and cash equivalents at end of year

25

6,371,085

453,767

1.	STATUTORY INFORMATION

Thameswey Housing 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 as modified by the revaluation of certain assets.

The going concern basis for preparing the financial statements is contingent upon the continued financial support

of the company's ultimate parent undertaking.

The financial statements are presented in Sterling (£).

Preparation of consolidated financial statements

The financial statements contain information about Thameswey Housing 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 rent received in respect of residential letting of the investment properties, excluding value

added tax.

Tangible fixed assets

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

Fixtures and fittings

-

33% on reducing balance

The company capitalises all directly attributable costs relating to the purchase of construction of fixed assets.

Assets under construction are carried at historical cost and are not fully depreciated until they come into use.

Investments in subsidiaries

Investments in subsidiary undertakings are included in the statement of financial position at cost less any

provision for impairment.

Investment property

Investment properties are properties held to earn rentals.

Investment property is included at fair value.

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

statement for the period in which they arise.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow

moving items.

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.

Government grants

Government grants relating to fixed assets are treated as deferred income and released to the profit and loss

account over the expected useful economic lives of the assets concerned. Other grants are credited to the profit

and loss account as the related expenditure is incurred.

Provisions

Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a

result of a past event, it is probable that the company will be required to settle the obligation and the amount of

the obligation can be reliably estimated.

Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

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

In determining the valuation of the fair value of investment properties, the Company utilises 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.	OTHER OPERATING INCOME

2017

2016

£

£

Insurance claims

4,800

-

Grants amortised

155,631

143,256

160,431

143,256

5.	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.

6.	DIRECTORS' EMOLUMENTS

2017

2016

£

£

Directors' remuneration

6,483

6,485

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.

7.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2017

2016

£

£

Depreciation - owned assets

67,929

56,646

Profit on disposal of fixed assets

(24,875

)

(142,642

)

Auditors' remuneration

12,612

9,864

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

£

Other interest

5,738,743

4,532,002

9.

TAXATION

Analysis of the tax credit

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

2017

2016

£

£

Current tax:

UK corporation tax

(108,634

)

(235,000

)

Deferred tax

(669,110

)

-

Tax on loss

(777,744

)

(235,000

)

Reconciliation of total tax credit included in profit and loss

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

explained below:

2017

2016

£

£

Loss before tax

(2,284,124

)

(871,646

)

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

(439,694

)

(174,329

)

Effects of:

Income not taxable for tax purposes

(26,926

)

(69,007

)

Depreciation in excess of capital allowances

13,076

11,329

Government grants amortised

(29,959

)

(28,651

)

Deferred tax

(669,110

)

-

Chargeable gain in excess of profit on disposal of fixed assets

-

25,407

Expenses not allowable for corporation tax

-

251

Tax losses carried forward

374,869

-

Total tax credit

(777,744

)

(235,000

)

Factors that may affect future tax charges

A deferred tax asset has not been recognised in respect of timing differences relating to accelerated capital

allowances and trading losses as there is insufficient evidence that the asset will be recovered.

10.	TANGIBLE FIXED ASSETS

Assets

Fixtures

under

and

construction

fittings

Totals

£

£

£

COST

At 1 January 2017

398,221

159,352

557,573

Additions

-

146,550

146,550

Reclassification/transfer

(398,221

)

-

(398,221

)

At 31 December 2017

-

305,902

305,902

DEPRECIATION

At 1 January 2017

-

57,625

57,625

Charge for year

-

42,541

42,541

At 31 December 2017

-

100,166

100,166

NET BOOK VALUE

At 31 December 2017

-

205,736

205,736

At 31 December 2016

398,221

101,727

499,948

11.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2017

and 31 December 2017

360,464

NET BOOK VALUE

At 31 December 2017

360,464

At 31 December 2016

360,464

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

Subsidiary

Thameswey Guest Houses Limited

Registered office: The St Botolph Building, 138 Houndsditch, London EC3A 7AR

Nature of business: Provision of bed and breakfast accommodation

%

Class of shares:

holding

Ordinary

100.00

2017

2016

£

£

Aggregate capital and reserves

188,021

214,121

Profit for the year

116,281

171,069

Joint venture

Rutland Woking (Residential) Limited

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

Nature of business: Property development

%

Class of shares:

holding

Ordinary

50.00

2017

2016

£

£

Aggregate capital and reserves

(719

)

2,496

(Loss)/profit for the year

(3,213

)

869,470