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 2017

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

S Barham

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 2017.

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 2017 will be £250,000 (2016: £Nil)

DIRECTORS

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

report.

T Price

S Barham

P N Bryant

Other changes in directors holding office are as follows:

Cllr G Cundy - resigned 6 April 2017

Cllr D J Bittleston - appointed 13 April 2017

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.

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 Developments 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 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 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.

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 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

2,337,463

1,545,065

Cost of sales

2,181,134

1,105,313

GROSS PROFIT

156,329

439,752

Administrative expenses

33,551

45,112

122,778

394,640

Other operating income

205,390

58,220

OPERATING PROFIT

5

328,168

452,860

Income from participating interests

-

172,518

Interest receivable and similar income

631

5,943

631

178,461

328,799

631,321

Interest payable and similar expenses

6

149,586

57,059

PROFIT BEFORE TAXATION

179,213

574,262

Tax on profit

7

34,507

43,369

PROFIT FOR THE FINANCIAL YEAR

144,706

530,893

PROFIT FOR THE YEAR

144,706

530,893

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

144,706

530,893

FIXED ASSETS

Tangible assets

9

8,981

-

Investments

10

99,727

99,727

Investment property

11

11,235,366

827,491

11,344,074

927,218

CURRENT ASSETS

Stocks

12

48,380,214

25,284,647

Debtors

13

853,231

4,774,574

Cash at bank

1,023,372

1,314,621

50,256,817

31,373,842

CREDITORS

Amounts falling due within one year

14

6,130,030

3,474,905

NET CURRENT ASSETS

44,126,787

27,898,937

TOTAL ASSETS LESS CURRENT LIABILITIES

55,470,861

28,826,155

CREDITORS

Amounts falling due after more than one year

15

54,065,135

27,315,135

NET ASSETS

1,405,726

1,511,020

CAPITAL AND RESERVES

Called up share capital

16

10,001

10,001

Retained earnings

17

1,395,725

1,501,019

SHAREHOLDERS' FUNDS

1,405,726

1,511,020

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

10,001

970,126

980,127

Changes in equity

Total comprehensive income

-

530,893

530,893

Balance at 31 December 2016

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

Cash flows from operating activities

Cash generated from operations

20

(18,225,360

)

(26,355,709

)

Interest paid

(149,586

)

(57,059

)

Net cash from operating activities

(18,374,946

)

(26,412,768

)

Cash flows from investing activities

Purchase of tangible fixed assets

(9,059

)

-

Purchase of investment property

(10,407,875

)

(6,868

)

Interest received

631

5,943

Dividends received

-

172,518

Net cash from investing activities

(10,416,303

)

171,593

Cash flows from financing activities

New loans in year

28,750,000

26,815,126

Equity dividends paid

(250,000

)

-

Net cash from financing activities

28,500,000

26,815,126

(Decrease)/increase in cash and cash equivalents

(291,249

)

573,951

Cash and cash equivalents at beginning of year

21

1,314,621

740,670

Cash and cash equivalents at end of year

21

1,023,372

1,314,621

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 the value of invoiced sales of services net of value-added-tax.

Turnover is recognised on long-term 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 that 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.

Rental income from investment properties is recognised in other income.

Tangible fixed assets

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

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 is valued at the lower of cost and net realisable value. Work in progress comprises direct

materials, sub-contract work, labour costs, site overheads, associated professional fees, other attributable

overheads and interest costs.

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.

Long term contracts

Long-term 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 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.	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.

4.	DIRECTORS' EMOLUMENTS

2017

2016

£

£

Directors' remuneration

5,403

5,404

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.

5.	OPERATING PROFIT

The operating profit is stated after charging:

2017

2016

£

£

Depreciation - owned assets

78

-

Auditors' remuneration

6,020

7,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

£

Loan interest

149,586

57,059

7.

TAXATION

Analysis of the tax charge

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

2017

2016

£

£

Current tax:

UK corporation tax

34,507

43,369

Tax on profit

34,507

43,369

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

£

£

Profit before tax

179,213

574,262

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

34,499

114,852

Effects of:

Income not taxable for tax purposes

-

(34,504

)

Depreciation in excess of capital allowances

8

-

Utilisation of tax losses

-

(36,979

)

Total tax charge

34,507

43,369

8.

DIVIDENDS

2017

2016

£

£

Ordinary shares of £1 each

Interim

250,000

-

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

Additions

9,059

At 31 December 2017

9,059

DEPRECIATION

Charge for year

78

At 31 December 2017

78

NET BOOK VALUE

At 31 December 2017

8,981

10.	FIXED ASSET INVESTMENTS

Interest

in joint

venture

£

COST

At 1 January 2017

and 31 December 2017

99,727

NET BOOK VALUE

At 31 December 2017

99,727

At 31 December 2016

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

2017

2016

£

£

Aggregate capital and reserves

246,100

303,258

(Loss)/profit for the year

(57,158

)

342,288

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

2017

2016

£

£

Aggregate capital and reserves

320,533

330,832

(Loss)/profit for the year

(10,299

)

44

11.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2017

827,491

Additions

10,407,875

At 31 December 2017

11,235,366

NET BOOK VALUE

At 31 December 2017

11,235,366

At 31 December 2016

827,491

As as 31st December 2017 the properties fair value was reviewed by the directors and it was determined that

there was no movement in fair value in the year.

Two properties are included in investment properties. One property was purchased in the final quarter of 2017 so

the cost price has been deemed to be the fair value of the property as at the year end.

The other property was purchased in 2014 and due to the nature of the property the directors have determined

that there has been no change in fair value since its purchase.

12.

STOCKS

2017

2016

£

£

Work-in-progress

48,380,214

25,284,647

Stock recognised in cost of sales during the year as an expense was £1,986,219 (2016: £Nil).

During the year interest of £1,108,821 (2016: £121,468) was capitalised and included in work in progress.

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

185,604

323,152

Other debtors

-

172,518

Other debtors

51,831

51,831

VAT

501,023

3,793,732

Prepayments and accrued income

114,773

433,341

853,231

4,774,574

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade creditors

1,124,772

474,118

Amounts owed to group undertakings

3,420,621

2,395,176

Other creditors

288

-

Accruals and deferred income

475,965

-

Accrued expenses

1,108,384

605,611

6,130,030

3,474,905

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2017

2016

£

£

Amounts owed to group undertakings

54,065,135

27,315,135

Amounts owed to group undertaking (Woking Borough Council)

2017

2016

£

£

Repayable within one year

2,000,000

Amounts falling due between one and five years

44,250,000

Amounts falling due after more than five years

9,000,000

26,500,000

55,250,000

26,500,000

Amounts owed to group undertakings comprises loans from the ultimate parent undertaking Woking Borough

Council. Interest is charged on the above loans at an annual interest rate of between 2% and 4%.