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Company registration number: 03702545







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2024


THAMESWEY LIMITED






































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THAMESWEY LIMITED
 


 
COMPANY INFORMATION


Directors
P J Grimshare 
S J Dickinson (appointed 1 May 2024)
C A Brown (appointed 14 October 2024)
S M Wills (appointed 15 July 2024)
J M Wynne (appointed 1 November 2024)
C G Taylor (appointed 5 July 2023)




Registered number
03702545



Registered office
27 Old Gloucester Street

London

WC1N 3AX




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

2nd Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


THAMESWEY LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 5
Directors' Report
6 - 7
Independent Auditors' Report
8 - 11
Consolidated Statement of Comprehensive Income
12
Consolidated Statement of Financial Position
13 - 14
Company Statement of Financial Position
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 44


 


THAMESWEY LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Overview
 
The report contains a comprehensive review of performance during period ended 31 March 2024, including principal business risks and opportunities.
The core nature of the Group is to:
• Maximise value in the short to medium-term whilst minimising risk and providing best value for money to the public purse.
• Provide its services to the wider community while remaining solvent and profitable.
• Provide support to Woking Borough Council in its efforts to implement its turnaround strategy.
• Deliver a built environment and provide energy services which are developed sustainably, meet local needs and enable the local economy and community to proposer.
• Prepare and adapt to the socio-economic, environmental and demographic changes of the future.

Balanced and Comprehensive review of the business
 
Property Development 
During the 2024 financial year the property development business unit continued with the development of the Canalside regeneration in Sheerwater.
Copper Phase
This development comprised 88 traditional houses and 13 Social Affordable lettings. It was intended that the remaining estate was intended for open market sales. However, a change in strategy was made due to a change of external factors that impacted market sentiment; these included the Section 114 notice issued by Woking Borough Council, resulting in uncertainty of completing the regeneration of the surrounding estate and the concomitant lower sales interest. The impact of an increase in interest rates has also dampened demand.
The Group did sell 12 properties and the remaining properties in the portfolio were retained within the Group.
There are plans to establish an independent management company to manage communal areas, public spaces and roads including service charge recoveries. This is expected to take place in the coming months. 
Red Phase
This phase comprises 124 apartments including a 68-unit specialist needs component and a District Network Energy Centre, with connection to the Purple, Red and Yellow Phases, providing heat and hot water; this reached practical completion during the reporting period. The energy centre and residential units were transferred to ThamesWey Energy Limited and ThamesWey Housing Limited, respectively. The Group will retain five retail units for renting to the open market.
Yellow Phase
The Group continued with the development of this phase comprising a mixed-use block of 187 apartments and four retail spaces. The date for completion is expected in the coming months.
Brookwood Lye Road
Planning application and negotiations with the adjacent landowner are continuing at present. An amended planning application is currently under consideration by the local planning authority.
 
Page 1

 


THAMESWEY LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Commercial letting
The Group owned 15 commercial and retail units during the reporting period.
Griffin House is a four-floor town centre office space. Currently the building is fully let. 
Concorde House, also situate in the town centre, is occupied under a protected tenancy agreement. This site is a potential development site and the necessary feasibility studies have been undertaken.
High Street, Knaphill is a mixed block comprising four commercial/retail units and two residential units. The Group received planning permission to convert the premises, but this project is currently on hold pending financial considerations.
Harrington Place is a large commercial unit which the Group continues to market. An application to convert the premises to a residential property was refused by the relevant authorities.
25 High Street, Woking
This is a ground floor retail space with a residential component and remains vacant. The building was acquired to aid Woking Borough Council’s high street regeneration plans.
All other units are currently leased.
Housing
At year end total stock was 1,258 properties, including properties held vacant for the Canalside re-development; this was an increase of 246 properties from the previous reporting period.
The Group has continued to operate its residential stock focussing on ensuring tenant retention, low void rates and low arrears from existing tenants. This has been done by ensuring stock is well maintained and situated and price points are market competitive. The rental market has remained strong allowing growth within the portfolio.
Thameswey Housing Limited has taken into management a further 212 units completed by Thameswey Developments Limited within Sheerwater. Overall, there has been a high success of residential letting with generally low tenant turnover. The Canalside development is an isolated market with little competition in the area thus continues to set its own price point. This has equally been shown on the Copper phase residential units where handover started from Thameswey Developments Limited in Q4 2023. The phase has set the Group in a good standing to market 124 units in the Red Phase and the 187 units in the Yellow Phase.
Looking forward the business will look to review its rental policies and systems to ensure that it is making the best return for its shareholder and delivering against its business plan objectives. The Group undertakes regular review of its asset management strategy, with reflection on income levels, maintenance and management costs, location of properties and long-term potential. 
Energy Provision
The increased occupancy in Victoria Square resulted in an increase in heat sales (+3%) and cooling sales (+13%). However, this was offset by a fall in electricity sales (-1%). The delays in the opening of the Hilton Hotel resulted in a lower than expected volume usage of energy. Unlet retail stock at Victoria Square has also dampened demand.
Seasonal fluctuations were also noted, most notably during a mild winter; year on year heat sales were down by 4%.
The newly constructed District Cooling Centre is not achieving the standard of efficiency expected. This affects the reliability of the supply to customers and impacts overall profitability of the supply from this asset. Investigations and assessments into the operational performance have commenced with the objective being to improve profitability and customer service levels.
Energy market volatility subsided with gas prices averaging 3.1p/kWh which compares favourably with the 8.6p/kWh incurred in the comparative period.
 
Page 2

 


THAMESWEY LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Electricity commodity prices continued to track gas prices and this also showed a favourable average of 8p/kWh versus 19.2p/kWh in the comparative period.
Pursuant to the implementation of Ofgem’s Targeted Charging Review recommendations, electricity network charges increased by 12%.
A major repair was required to the gas engine in the Victoria Way Energy Centre, resulting in increased operating costs; this financial loss is subject to an insurance claim.
It is expected that power prices will continue to be driven by gas prices in the near term, with commodity prices for both gas and electricity expected to remain in the same range as witnessed in 2023/2024.
 

Business Risks and Opportunities
 
The directors assess the business risks and opportunities on a regular basis, to ensure the business is balanced in its activities. 
Property development and commercial leasing
The current ongoing development has strict governance requirements and monthly board updates to ensure it remains on track to deliver within the agreed timescale and budget with overruns being notified to the Board and meeting the evolving ultimate owners’ requirements. The scheme delivers minimal financial risk for the business; this is reflected in the lower operating margin delivered against the project.
Inflation rises over recent years and through to 2024 suggest supply chain difficulties are expected to continue, notably in energy and construction costs. The business could be impacted by cost inflation increases and in areas where there could be a difficulty to pass on inflationary pressures. To mitigate the risk a number of actions are being taken including fixed price building contracts and increase of structured procurement.
Thameswey Developments Limited is funded by a margin generated on development projects and rental income from commercial assets. The business plans to continue the margin generating activities. Focus on borrowing rates and the shareholder’s access to funds will continue and borrowing is likely to flex to be a combination of short- and long-term borrowing. Liquidity and credit risk are managed daily to ensure the business remains in funds and able to pay its suppliers.
Griffin House requires investment to replace a failed heating and cooling system. There is the risk of tenants vacating resulting in a loss of income and the Company then having to carry the burden of business rates.  
Housing
Current business plans and asset appraisals may result in the disposal of underperforming stock and non-core assets.
Operating risks that the business faces arise from tenant voids and the cost of maintaining the assets. The cost of living crisis has meant that tenants find the cost of owning their own properties more expensive than renting, which should result in lower voids. However, the rate of inflation regarding construction materials and labour presents a cost risk to the Group from maintaining its existing stock. This has been managed via strict specifying and adherence to commercially tendered schedule of rates. 
The Group’s debt is provided by Woking Borough Council at fixed rates and the only risk faced is refinancing risk, where maturing loans are refinanced at a higher rate. Post year end, Woking Borough Council issued the Group with a debt standstill letter so that interest, whilst accrued, do not need to be paid until March 2026. Likewise, there is a standstill for loan principal re-payments.
Energy
Delays to restarting the operation of the Victoria Way gas engine will continue to impact profitability negatively. Possible contract amendments with customers may assist in limiting this effect.
Due to its age, the original Victoria Way Network (25 years) is expected to see increased risk of breakdowns and failures. An application to the Government Heat Network Efficiency Scheme will be developed to identify areas for action. 
 
Page 3

 


THAMESWEY LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

The UK Government’s policy of regulating heat networks supplying domestic customers will set minimum required standards, which may require additional investment. ThamesWey will need to register with Ofgem as a heat network operator and submit regular data returns.
Exploiting opportunities and securing new connections is dependent on ThamesWey’s energy supply meeting carbon emissions standards prescribed in the Building Regulations. ThamesWey’s current energy supply will have to be decarbonised to meet the forthcoming standards to be implemented; a low interest loan of circa £9.4m has been secured from the UK Government’s Heat Networks Investment programme.   

2023/2024 Trading Analysis Using Key Performance Indicators
 
Turnover is down by 28% but this decrease is not comparable as the prior period relates to fifteen months due to the change in the year end reporting date. On a comparable annualised basis, turnover has decreased by 11%. Furthermore, if the development income adjustment of £3.6m is excluded from both years (refer to note 4 of the financial statements) and adjusting for the effect of the different months covered, then turnover has increased by 7%. The fall in turnover relating to energy supplies has mostly been offset by property sales of £5.5m. Gross profit margin has increased to 45% from 37%.
Administrative expenses have remained stable at 28% as a percentage of turnover.
The change in the basis used to revalue investment properties has resulted in a large fair value adjustment of £91.9m. Another exceptional charge of £11.8m was also incurred relating to impairments to assets under construction. These items have been the main drivers for the operating loss £96.3m. Excluding these exceptional items shows a profit of £7.4m for the current year.
Overall, the Group was cash generative with a net cash inflow of £14.5m. However, this has been aided by the debt standstill agreement that was in force between the Group and Woking Borough Council. Total net debt stands at £561.8m, being an increase of £45.2m. Total additional borrowings from Woking Borough Council were £53.6m for the year.
Property interests across the Group (comprising freehold property, long term leasehold property, assets under construction and investment property) reflect a carrying value of £419.0m, which approximates 90% of fixed assets and 80% of all assets. 
Woking Borough Council continued to provide the Group with funding to deliver projects and services and continues with this commitment.

Page 4

 


THAMESWEY LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Section 172 Statement
 
The directors have a framework for determining matters within its remit and has approved governance in place.  Strategic decisions are determined at board meetings requiring consideration and approval by the board and its ultimate owner, being Woking Borough Council. The delegation of authority sets limits and approval processes across broader business procurement.
When making decisions each director ensures they act in the way they consider relevant, in good faith, and promoting the company’s success for the benefit of the environment and members as a whole. The directors understand the business and the evolving environment in which it operates and ensures decisions are made that benefit the short- and long-term objectives of the business.
The directors recognise that delivering the strategy (and group business plans) requires mutually beneficial relationships with its owner, suppliers and customers.  The directors review business updates monthly via detailed management reporting and strategic decisions conducted within board meetings.
The business aims to meet the groups requirement to be economically, environmentally and socially responsible. The business principles and compliance ensure its high standards are maintained both internally and externally with business relationships. The group monitors compliance with governance standards to aid decision making and act in ways that promote high standards of business conduct.


This report was approved by the board and signed on its behalf.



................................................
C G Taylor
Director

Date: 27 March 2025

Page 5

 


THAMESWEY LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors

The directors who served during the year were:

J A Fisher (resigned 4 July 2023)
G C Framalicco (resigned 1 April 2023)
P J Grimshare 
W Prescott (resigned 30 April 2023)
T Price (resigned 22 December 2023)
L K H Strongitharm (resigned 8 September 2023)
K J Foster (resigned 24 August 2023)
C G Taylor (appointed 5 July 2023)
A K Walther (appointed 1 April 2023, resigned 31 July 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £115,670,347 (2023 - loss £37,183,508).

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has taken the option to exclude from its report any energy and carbon information relating to a subsidiary which would not itself be obliged to include reporting in its own financial statements. The parent company's energy consumption in the United Kingdom for the year in 40,000kWh or lower and therefore is a low energy user, and so is not required to make energy disclosures. Therefore, no disclosures are required in relation to Green House Gas Emissions, Energy Consumption and Energy Efficiency Action.

Page 6

 


THAMESWEY LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Matters covered in the Group Strategic Report

The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
C G Taylor
Director

Date: 27 March 2025

Page 7

 


THAMESWEY LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY LIMITED

Opinion


We have audited the financial statements of ThamesWey Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that the directors have concluded that there is a material uncertainty in relation to the Group's ability to continue in operational existence for the foreseeable future. This material uncertainty primarily arises from the ongoing reliance on the revolving loan facilities from a single funder, Woking Borough Council, who are currently under a section 114 notice. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included the Group's recovery plan to strengthen their trading, liquidity and balance sheet position.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 8

 


THAMESWEY LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 


THAMESWEY LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY LIMITED (CONTINUED)

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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group and parent company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102;
UK health and safety legislation; and
General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group and parent company are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Group and parent company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
Timing of revenue recognition;
The use of management override of controls to manipulate results; and
Adjustment of property valuations to manipulate asset values.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Page 10

 


THAMESWEY LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY LIMITED (CONTINUED)

Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Tom Woods FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
2nd Floor
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

28 March 2025
Page 11

 


THAMESWEY LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

31 March
15 months ended
31 March
2024
2023
Note
£
£

  

Turnover
 4 
33,133,145
46,452,598

Cost of sales
  
(18,359,333)
(29,461,004)

Gross profit
  
14,773,812
16,991,594

Administrative expenses
  
(9,251,740)
(12,757,895)

Exceptional administrative expenses
 5 
(11,812,499)
-

Fair value movements
 6 
(90,747,531)
(21,341,169)

Other operating income
 7 
730,149
3,969,889

Operating loss
 8 
(96,307,809)
(13,137,581)

Interest receivable and similar income
 11 
687,282
245,924

Interest payable and similar expenses
 12 
(20,051,111)
(24,293,367)

Loss before taxation
  
(115,671,638)
(37,185,024)

Tax on loss
 13 
-
-

Loss for the financial year
  
(115,671,638)
(37,185,024)

(Loss) for the year attributable to:
  

Non-controlling interests
  
(1,291)
(1,516)

Owners of the parent Company
  
(115,670,347)
(37,183,508)

  
(115,671,638)
(37,185,024)

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 21 to 44 form part of these financial statements.

Page 12

 


THAMESWEY LIMITED
REGISTERED NUMBER:03702545



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 14 
214,908
269,592

Tangible assets
 15 
164,523,809
179,048,020

Investment property
 17 
300,086,702
310,388,686

  
464,825,419
489,706,298

Current assets
  

Stocks and work in progress
 18 
4,611,785
29,452,904

Debtors: amounts falling due after more than one year
 19 
4,621,558
4,621,558

Debtors: amounts falling due within one year
 19 
9,071,275
12,048,469

Cash at bank and in hand
 20 
40,237,658
25,779,755

  
58,542,276
71,902,686

Creditors: amounts falling due within one year
 21 
(93,681,465)
(38,806,423)

Net current (liabilities)/assets
  
 
 
(35,139,189)
 
 
33,096,263

Total assets less current liabilities
  
429,686,230
522,802,561

Creditors: amounts falling due after more than one year
 22 
(601,224,470)
(579,400,707)

Provisions for liabilities
  

Other provisions
 24 
(731,544)
-

  
 
 
(731,544)
 
 
-

Net liabilities
  
(172,269,784)
(56,598,146)

Page 13

 


THAMESWEY LIMITED
REGISTERED NUMBER:03702545


    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 25 
31,193,231
31,193,231

Profit and loss account
 26 
(203,457,421)
(87,787,074)

Equity attributable to owners of the parent Company
  
(172,264,190)
(56,593,843)

Non-controlling interests
  
(5,594)
(4,303)

  
(172,269,784)
(56,598,146)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
C G Taylor
Director

Date: 27 March 2025

The notes on pages 21 to 44 form part of these financial statements.

Page 14

 


THAMESWEY LIMITED
REGISTERED NUMBER:03702545



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
15,811
19,123

Investments
 16 
2,099,421
2,099,421

  
2,115,232
2,118,544

Current assets
  

Debtors: amounts falling due within one year
 19 
501,338
315,273

Cash at bank and in hand
 20 
72,500
50,856

  
573,838
366,129

Creditors: amounts falling due within one year
 21 
(496,169)
(263,345)

Net current assets
  
 
 
77,669
 
 
102,784

Total assets less current liabilities
  
2,192,901
2,221,328

  

  

Net assets
  
2,192,901
2,221,328


Capital and reserves
  

Called up share capital 
 25 
31,193,231
31,193,231

Profit and loss account brought forward
  
(28,971,903)
(12,641,529)

Loss for the year
  
(28,427)
(16,330,374)

Profit and loss account carried forward
  
(29,000,330)
(28,971,903)

  
2,192,901
2,221,328


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
C G Taylor
Director

Date: 27 March 2025

The notes on pages 21 to 44 form part of these financial statements.

Page 15

 


THAMESWEY LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 January 2022
31,193,231
(50,603,566)
(19,410,335)
(2,787)
(19,413,122)


Comprehensive income for the period

Loss for the period
-
(37,183,508)
(37,183,508)
(1,516)
(37,185,024)
Total comprehensive income for the period
-
(37,183,508)
(37,183,508)
(1,516)
(37,185,024)



At 1 April 2023
31,193,231
(87,787,074)
(56,593,843)
(4,303)
(56,598,146)


Comprehensive income for the year

Loss for the year
-
(115,670,347)
(115,670,347)
(1,291)
(115,671,638)
Total comprehensive income for the year
-
(115,670,347)
(115,670,347)
(1,291)
(115,671,638)


At 31 March 2024
31,193,231
(203,457,421)
(172,264,190)
(5,594)
(172,269,784)


The notes on pages 21 to 44 form part of these financial statements.

Page 16

 


THAMESWEY LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
31,193,231
(12,641,529)
18,551,702


Comprehensive income for the period

Loss for the period
-
(16,330,374)
(16,330,374)
Total comprehensive income for the period
-
(16,330,374)
(16,330,374)



At 1 April 2023
31,193,231
(28,971,903)
2,221,328


Comprehensive income for the period

Loss for the year
-
(28,427)
(28,427)
Total comprehensive income for the year
-
(28,427)
(28,427)


At 31 March 2024
31,193,231
(29,000,330)
2,192,901


The notes on pages 21 to 44 form part of these financial statements.

Page 17

 


THAMESWEY LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(115,671,638)
(37,185,024)

Adjustments for:

Amortisation of intangible assets
60,750
84,514

Depreciation of tangible assets
3,794,444
5,363,840

Impairments of assets under construction
11,812,499
-

Loss on disposal of tangible assets
7,219
204,450

Interest received
(687,282)
(245,924)

Decrease/(increase) in stocks
16,310,070
(14,968,163)

Decrease in debtors
624,580
4,424,821

Decrease in amounts owed by group undertakings
2,352,614
50,929,081

(Decrease)/increase in creditors
(3,062,732)
18,437,524

Increase/(decrease)) in amounts owed to group undertakings
6,084,578
(63,506,428)

Increase/(decrease) in provisions
731,544
(67,925)

Net fair value losses recognised in P&L
90,747,531
21,341,169

Interest payable and other charges
20,051,111
24,293,367

Net cash generated from operating activities

33,155,288
9,105,302


Cash flows from investing activities

Purchase of intangible fixed assets
(6,066)
(38,492)

Purchase of tangible fixed assets
(71,986,075)
(54,665,083)

Sale of tangible fixed assets
211,155
5,445

Purchase of investment properties
(1,229,529)
(4,483,769)

Sale of investment properties
-
454,791

Interest received
687,282
245,924

Net cash from investing activities

(72,323,233)
(58,481,184)

Cash flows from financing activities

New secured loans
53,625,848
80,443,180

Repayment of loans
-
(3,786,453)

Other new loans
-
9,424,000

Interest paid
-
(19,349,276)

Net cash used in financing activities
53,625,848
66,731,451
Page 18

 


THAMESWEY LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023

£
£



Net increase in cash and cash equivalents
14,457,903
17,355,569

Cash and cash equivalents at beginning of year
25,779,755
8,424,186

Cash and cash equivalents at the end of year
40,237,658
25,779,755


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
40,237,658
25,779,755

40,237,658
25,779,755


The notes on pages 21 to 44 form part of these financial statements.

Page 19

 


THAMESWEY LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024





At 1 April 2023
Cash flows
Movements in loan amounts due to group
At 31 March 2024
£

£

£

£

Cash at bank and in hand

25,779,755

14,457,903

-

40,237,658

Loan amounts owed to group undertakings due after 1 year

(534,631,897)

(53,625,848)

29,830,507

(558,427,238)

Loan amounts owed to group undertakings due within 1 year

(7,744,183)

(6,084,578)

(29,830,507)

(43,659,268)


(516,596,325)
(45,252,523)
-
(561,848,848)

The notes on pages 21 to 44 form part of these financial statements.

Page 20

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

ThamesWey Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The Company's registered address can be found on the Company Information page. The Company's principal place of business is The Energy Centre, Poole Road, Woking, Surrey, GU21 6DY.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Thameswey Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key management personnel.
The comparative amounts report on a period of 15 months ended 31 March 2023, therefore are not entirely comparable.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 21

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. In determining that the going concern basis of accounting remains appropriate, the Directors have considered the latest guidance on going concern and financial reporting issued by the Financial Reporting Council.

The going concern basis adopted in preparing the financial statements is contingent upon the continued financial support of the Group's ultimate parent undertaking, being Woking Borough Council and by extension the UK Government.

The Group is financed by way of share capital and long-term loans from the ultimate parent undertaking, Woking Borough Council. The Group incurs interest on the loans at a rate that reflects the cost of Woking Borough Council's own borrowings plus an agreed margin. Subject to current plans and reviews to restructure the debt exposure, the interest charges and loan balance are due to be repaid from operating cash flows generated from the Group's trading activities to the extent possible.

As part of the Directors' review of the going concern status of the Group, they have carried out a comprehensive review of the financial position of the Parent Company and Group to identify funding required for the coming financial years and the ability of the Group to finance this debt.

The Directors and the ultimate parent undertaking are aware that the Group will require support from the ultimate parent entity with additional cash flow funding to settle current liabilities and interest costs in excess of profits generated by the Group or in the alternative to restructure the debt and associated terms or write off non-performing debt. Furthermore, the Group is reliant on the ultimate parent entity to not demand the repayment of loans and interest to the detriment of the Group and its other creditors. As part of the Directors' review they have assessed the ultimate parent entity's ability to provide the required funding and have ensured that the UK Government appointed Commissioners have endorsed this course of action.

Woking Borough Council have provided a letter granting all companies in the Group a debt and interest payment suspension until 31 March 2026, contingent upon various solvency and EBITDA tests and as part of the overall UK Government support package.

The Directors continue to monitor the Group's profitability, cash flows, risks and operations, and in turn reports back to the ultimate parent undertaking and the UK Government Commissioners. The Directors have concluded that at the date of approving the financial statements that it is appropriate to prepare the financial statements on a going concern basis. However, they acknowledge that the challenges facing the Group as regards future funding requirements, the ability to service the debt payable coupled with the significant net liability position, mean that there is material uncertainty with regard to its ability to continue as a going concern.

Page 22

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Turnover

Turnover includes the sales value of units of energy supplied to domestic and commercial customers. Energy supplied includes sustainable electricity, gas, heating, cooling as well as surplus energy units supplied to the grid.
Turnover relating to the sales value of units of energy is recognised at the time at which energy is supplied, this is based on periodic meter readings and includes estimates of the value of units supplied to customers between the date of the last meter reading and the year end.
Turnover also includes the sales value of service charges relating to the maintenance and supply of energy. Turnover relating to the sales value of service charges is recognised at the point at which the service is performed.
Rent received in respect of residential and commercial letting of the investment properties, is recognised on a straight line basis over the lease term on an accruals basis.
Income arising from property development 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 in respect of long-term construction contracts is recognised by reference to the stage of completion. When the outcome of a construction contract sale can be estimated reliably in terms of its stage of completion, future costs to complete and recoverability of billings, the company recognises revenue and expenses on the contract sale by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion is determined on the basis of the proportion of the contract costs incurred to date over the estimated total costs.
When the outcome of a contract cannot be estimated reliably the company only recognises revenue to the extent of the recoverable contract costs incurred.
Project management fee income comprises sales of services and consultancy support for local authorities, developers and architects. The company recognises revenue on the sales of services in the reporting period in which the services are rendered by reference to the stage of completion of the specific transaction. The stage of completion is determined on the basis of the actual completion of a proportion of the total services to be rendered.
Turnover from bed and breakfast services received for the provision of bed and breakfast accommodation stated net of Value Added Tax. Revenue is recognised when rooms are occupied. 
Turnover in respect of residential property sales is recognised at the point of legal completion

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

Page 23

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Finance costs are capitalised where they are
incurred in relation to assets under construction or work in progress.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated profit and loss account over its useful economic life. 

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer equipment
-
12.5% straight line
Goodwill
-
10 years

Page 24

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Buildings
-
Straight line over 50-60 years
Long-term leasehold property
-
over remaining term of lease
Plant and machinery
-
33% on cost, 20% on reducing balance, or straight line over 2, 20, 24, 30, 40 or 60 years
Motor vehicles
-
Straight line over 4 years
Fixtures and fittings
-
25%, 33% or 10% on cost or straight line over 2, 3 or 4 years
Computer equipment
-
12.5% or 25% on cost, or 25% reducing balance
Assets under construction
-
Not depreciated until assets complete

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Investment property

Investment property is carried at fair value determined annually by valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 25

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.15

Associates and joint ventures

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of undertakings applying accounting policies consistent with those of the Group. In the Consolidated statement of financial position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.16

Stock

Stock are valued at the lower of cost and estimated selling price less costs to complete and sell which is equivalent to the net realisable value. Costs comprise land and properties held for the development and those overheads which have been incurred in bringing the stock to their present location and condition.

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.

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 26

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.18

Financial instruments

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 27

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgments in applying accounting policies 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.

As at 31 March 2024, the directors have used the investment value basis methodology provided by an external independent surveyor, Savills (UK) Limited. This is a change in accounting estimate as the vacant possession basis was used as the fair value valuation as at 31 March 2023. The change in estimation is due to the directors believing that the investment value basis provides a better estimation of the amount realisable by the group, as it takes into account the terms of the tenancies in place at the year end and is a more acceptable basis to use and understand.
The effect of the change in accounting estimate as at 31 March 2024 is a decrease in investment properties and increase in fair value loss of £91,884,000, compared to the vacant possession basis of valuation.  Of this amount, £24,968,046 relates to prior periods. Had the investment valuation been used in previous years, the loss on revaluation would have been £65,779,485 in the year ended 31 March 2024.

Residential properties recognised in property, plant and equipment
Where residential properties are subject to orders restricting the maximum rental, thus not held for asset appreciation, they are recognised as property, plant and equipment (PPE) and held at cost less depreciation. Directors have assessed whether there are indicators of impairment as at the year end and determined that, whilst there is a significant loss on the fair value of investment properties, the properties in PPE are fully tenanted and continue to generate income for the company, thus there are no indicators of impairment.

Shared equity mortgages
The directors assess the fair value of shared equity mortgages annually, using their knowledge of the local property market taking into account the nature and location of specific properties. The directors perform desktop valuation using available data from appropriate sources. There is an element of estimation involved in determining the fair value of the shared equity mortgages.
Shared ownership properties
The directors estimate the likelihood of shared owners defaulting on mortgage payments by reviewing historic default rates. The directors believe that no provision is required as a result of this review. 
Impairment of work in progress
The directors review work in progress annually for indicators of impairment. Where indicators are identified, management will determine the level of impairment based on future intention and knowledge of previous projects. Management have engaged the use of an independent chartered surveyor to value the land bank.

Page 28

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


31 March
15 months ended
31 March
2024
2023
£
£

Provision of energy
12,460,317
22,783,551

Rent receivable
14,332,681
16,234,550

Development income
(3,586,802)
3,650,085

Project management fee
4,001,624
3,271,282

Bed and breakfast services
413,370
513,130

Property sales
5,511,955
-

33,133,145
46,452,598


All turnover arose within the United Kingdom.

In the year ended 31 December 2024, a credit note for £3,589,138 has been recognised in respect of revenue recognised in the prior period in relation to community assets in Sheerwater. The assets are now being retained by ThamesWey Developments Limited so the revenue and associated cost of sales of £3,589,138 have been reversed.


5.


Exceptional items

31 March
15 months ended
31 March
2024
2023
£
£


Impairment of assets under construction
11,812,499
-

11,812,499
-

During the year, the directors reviewed assets under construction for indicators of impairment and a provision of £11,812,499 was recognised.
The transaction is deemed to be exceptional due to its size and non-recurring nature.

Page 29

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Fair value movements

2024
15 months ended
31 March 2023
£
£
Fair value loss on investment properties

90,747,531

21,541,323
 
(Gain) on revaluation of financial instruments

-

(200,154)
 
90,747,531

21,341,169
 

As at 31 March 2024, the directors have used the investment valuation provided by independent surveyors, Savills (UK) Limited. This is a change in accounting estimate as the vacant possession was used as the fair value valuation as at 31 March 2023.
The effect of the change in accounting estimate as at 31 March 2024 is a decrease in investment properties and increase in fair value loss of £91,884,000, compared to if the vacant possession had been used. Of this amount, £24,968,046 relates to prior periods. Had the investment valuation been used in previous years, the loss on revaluation would have been £65,779,485 in the year ended 31 March 2024.


7.


Other operating income

31 March
15 months ended
31 March
2024
2023
£
£

Grants amortised
730,149
1,096,923

Grants receivable
-
2,769,624

Insurance claims receivable
-
103,342

730,149
3,969,889


Grants receivable are amounts receivable from Government bodies towards costs of infrastructure and improvements to the energy efficiency of properties.

Page 30

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.


Operating (loss)/profit

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

31 March
15 months ended
31 March
2024
2023
£
£

Hire of plant and machinery
5,804
5,886

Other operating lease rentals
20,691
14,740

Depreciation
3,794,444
5,363,840

Computer software amortisation
60,750
84,514

Loss on disposal of fixed assets
7,219
204,450


9.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


31 March
15 months ended
31 March
2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
19,100
18,250

Fees payable to the Company's auditors and their associates in respect of:

Audit of accounts of other group entities
160,800
144,100

Taxation compliance services
19,385
20,850

Preparation of statutory accounts
27,600
35,200

Page 31

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,352,167
3,139,913
-
-

Social security costs
372,329
345,690
-
-

Cost of defined contribution scheme
382,235
405,579
-
-

4,106,731
3,891,182
-
-


The average monthly number of employees, including the directors, during the year was as follows:


       31 March
   15 months ended
        31 March
        2024
        2023
            No.
            No.







Direct labour
52
43



Administration
17
13

69
56

The independent directors are remunerated by the ultimate parent undertaking in both the current and preceding years. The cost of this is charged to the Group.
The Company has no employees other than the directors.


11.


Interest receivable

31 March
15 months ended
31 March
2024
2023
£
£


Share of associates' interest receivable
-
855

Other interest receivable
687,282
245,069

687,282
245,924

Page 32

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Interest payable and similar expenses

31 March
15 months ended
31 March
2024
2023
£
£


Bank interest payable
-
369,000

Loans from group undertakings
20,051,111
23,924,367

20,051,111
24,293,367


13.


Taxation


31 March
15 months ended
31 March
2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
Page 33

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

31 March
15 months ended
31 March
2024
2023
£
£


Loss on ordinary activities before tax
(115,671,638)
(37,185,024)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(28,917,910)
(7,065,155)

Effects of:


Fixed asset differences
4,134,420
3,818,962

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
24,568,658
1,981,721

Movement in deferred tax not recognised
214,832
1,502,717

Chargeable gains/losses
-
475

Income not deductible for tax purposes
-
(218,069)

Adjustment to losses
-
(20,651)

-
-

Page 34

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 April 2023
482,635
1,550,161
2,032,796


Additions
6,066
-
6,066



At 31 March 2024

488,701
1,550,161
2,038,862



Amortisation


At 1 April 2023
213,043
1,550,161
1,763,204


Charge for the year
60,750
-
60,750



At 31 March 2024

273,793
1,550,161
1,823,954



Net book value



At 31 March 2024
214,908
-
214,908



At 31 March 2023
269,592
-
269,592



Page 35

THAMESWEY LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024



15.


Tangible fixed assets


Group







Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Assets under construction
Total

£
£
£
£
£
£
£
£



Cost or valuation


At 1 April 2023
43,071,474
5,052,043
65,453,130
99,473
4,634,858
409,005
88,450,920
207,170,903


Additions
-
-
59,428
49,926
268,027
12,362
71,596,332
71,986,075


Transfers to investment properties
-
-
-
-
-
-
(78,516,018)
(78,516,018)


Disposals
-
-
-
-
-
-
(218,374)
(218,374)


Transfers between classes
3,587,691
-
3,712,199
-
-
-
(7,299,890)
-


Transfer from stock
-
-
-
-
-
-
7,831,049
7,831,049



At 31 March 2024

46,659,165
5,052,043
69,224,757
149,399
4,902,885
421,367
81,844,019
208,253,635



Depreciation


At 1 April 2023
1,779,367
198,639
24,233,142
92,778
1,615,798
203,159
-
28,122,883


Charge for the year
780,352
45,208
2,255,979
12,390
639,241
61,274
-
3,794,444


Impairment charge
-
-
-
-
-
-
11,812,499
11,812,499



At 31 March 2024

2,559,719
243,847
26,489,121
105,168
2,255,039
264,433
11,812,499
43,729,826



Net book value



At 31 March 2024
44,099,446
4,808,196
42,735,636
44,231
2,647,846
156,934
70,031,520
164,523,809



At 31 March 2023
41,292,107
4,853,404
41,219,988
6,695
3,019,060
205,846
88,450,920
179,048,020

Page 36
 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

           15.Tangible fixed assets (continued)

During the period interest of £4,659,695 (2023 - £1,541,392) was capitalised within assets under construction. The capitalisation rates were between 1.8% and 7%.



Company






Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 April 2023
56,380
32,563
16,474
105,417



At 31 March 2024

56,380
32,563
16,474
105,417



Depreciation


At 1 April 2023
40,523
32,563
13,208
86,294


Charge for the year
2,349
-
963
3,312



At 31 March 2024

42,872
32,563
14,171
89,606



Net book value



At 31 March 2024
13,508
-
2,303
15,811



At 31 March 2023
15,857
-
3,266
19,123






Page 37

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Fixed asset investments

Group





Investment in joint ventures

£









Net book value



At 31 March 2024
-



At 31 March 2023
-

The following were joint ventures of the Group, as ThamesWey Developments Limited (a subsidiary of ThamesWey Limited) owns a 50% holding:
Rutland (Woking) Limited
Rutland Woking (Carthouse Lane) Limited
The registered office for both of the above entities is: Dunsfold Park, Stovolds Hill, Cranleigh, Surrey, GU6 8TB.
The Group's share of Rutland (Woking) Limited's profit for the year was £5,697 (2023 - loss £976).
The Group's share of Rutland Woking (Carthouse Lane) Limited's loss for the year was £5,812 (2023 - £3,287).
The net book value is £nil at the year end (2023: £nil) due to the Group's cumulative share of the joint ventures' losses being in excess of the investment.

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
31,993,540



At 31 March 2024

31,993,540



Impairment


At 1 April 2023
29,894,119



At 31 March 2024

29,894,119



Net book value



At 31 March 2024
2,099,421



At 31 March 2023
2,099,421
Page 38

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

ThamesWey Developments Limited
Ordinary
100%
ThamesWey Housing Limited
Ordinary
100%
ThamesWey Energy Limited
Ordinary
100%
ThamesWey Maintenance Services Limited
Ordinary
100%
ThamesWey Sustainable Communities Limited
Ordinary
100%
ThamesWey Solar Limited
Ordinary
100%
ThamesWey Central Milton Keynes Limited*
Ordinary
100%
ThamesWey Guest Houses Limited*
Ordinary
100%
Rutland Woking (Residential) Limited*
Ordinary
75%

* Indirect subsidiaries of ThamesWey Limited.
All subsidiaries have the registered office of 27 Old Gloucester Street, London, WC1N 3AX other than Rutland Woking (Resdential) Limited whose registered office is Dunsfold Park, Stovolds Hill, Cranleigh, Surrey, GU6 8TB.












Page 39

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Investment property

Group


Investment property

£



Valuation


At 1 April 2023
310,388,686


Additions at cost
1,229,529


Fair value movement
(90,747,531)


Transfers from assets under construction
78,516,018


Transfers from stock
700,000



At 31 March 2024
300,086,702




The 2024 valuations were conducted by Savills (UK) Limited, on an open market value for existing use basis. Savills (UK) Limited hold recognised professional qualifications and have necessary experience of valuing investment properties in the locations. See note 3 for details on the accounting estimates used to determine the fair value.



If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
398,413,861
317,968,314

398,413,861
317,968,314






18.


Stock

Group
Group
2024
2023
£
£

Work in progress
4,530,774
29,348,663

Stock
81,011
104,241

4,611,785
29,452,904


The difference between purchase price or production cost of stock and their replacement cost is not material.

Page 40

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
1,543,637
1,543,637
-
-

Assisted mortgages
3,077,921
3,077,921
-
-

4,621,558
4,621,558
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
1,198,853
2,116,740
-
1

Amounts owed by group undertakings
1,413,884
3,766,498
306,650
161,871

Other debtors
1,896,531
1,758,964
126,091
130,876

Prepayments and accrued income
4,198,542
3,934,448
68,597
22,525

Amounts recoverable on long-term contracts
29,044
136,328
-
-

Tax recoverable
334,421
335,491
-
-

9,071,275
12,048,469
501,338
315,273



20.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
40,237,658
25,779,755
72,500
50,856

40,237,658
25,779,755
72,500
50,856


Included in the cash balance is £9,424,000 (2023 - £9,424,000) from Heat Networks Investment Project. This amount is ring-fenced for use on a future scheme.

Page 41

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
6,236,921
6,444,987
184,546
9,774

Amounts owed to group undertakings
43,659,268
7,744,183
210,101
214,456

Other taxation and social security
897,875
458,650
61,086
9,876

Other creditors
1,262,811
910,772
-
-

Accruals and deferred income
41,624,590
23,247,831
40,436
29,239

93,681,465
38,806,423
496,169
263,345



22.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other loans
9,424,000
9,424,000

Amounts owed to group undertakings
558,427,238
534,631,897

Other creditors
2,694,610
2,694,610

Accruals and deferred income
30,678,622
32,650,200

601,224,470
579,400,707





23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£


Amounts falling due in more than 1 year

Other loans
9,424,000
9,424,000



9,424,000
9,424,000


The other loan is a loan from the UK Government’s Heat Networks Investment programme for use against a future energy scheme. The cash is ring-fenced for this use, as detailed in note 20.

Page 42

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Provisions


Group



Other provisions

£





Charged to profit or loss
731,544



At 31 March 2024
731,544

Provisions relate to loss and expense claims which may result in the payment of compensation by ThamesWey Developments Limited.


25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



31,193,231 (2023 - 31,193,231) Ordinary shares of £1.00 each
31,193,231
31,193,231

Each ordinary share carries voting rights and there are no restrictions on distributions of dividends.



26.


Reserves

Profit and loss account

Includes all current and prior periods profit and losses.


27.


Contingent liabilities

The Group established an "Earn Your Deposit Scheme" in 2018, whereby tenants have the right to earn a contribution towards the deposit on the purchase of a home.
There are various qualifying criteria to become eligible for the "Earn Your Deposit Scheme", and not all tenants who are eligible are considered likely to take up the scheme. As such, at the period end date, the group was unable to accurately quantify the deposit scheme in the accounts, and therefore no provision has been made.
The Group undertook a review of the maximum potential "Earn Your Deposit Scheme" liability at the period end, and found that if all tenants qualifying for the scheme at the period end took up the offer, a potential maximum liability of £1,760,800 would be required.
There is not expected to be any reimbursement for the scheme.
During the year ended 31 March 2024, the scheme was suspended to new entrants and no new entrants are now accepted.


Page 43

 


THAMESWEY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

28.


Contingent assets

At the year end, contingent assets exist for liquidated and ascertained damages due to the Group from contractors. These are contingent as the economic inflow does not meet the definition of 'virtually certain'. The amounts are unknown at this stage.


29.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £382,235 (2023 - £405,579). Contributions totalling £34,485 (2023 - £33,520) were payable to the fund at the reporting date and are included within creditors.


30.


Commitments under operating leases

At 31 March 2024 the Group  had future lease payments due under operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Within one year
43,336
40,255

Between one and five years
160,000
160,000

Later than 5 years
3,280,000
3,320,000

3,483,336
3,520,255
The lease payments relate to ground rent payable under a leasehold contract.


31.


Related party transactions

Group companies were charged interest by Woking Borough Council £24,792,832 (2023 - £25,120,718) on loans charged at rates ranging from 1.2% to 7%.


32.


Controlling party

The ultimate controlling party is Woking Borough Council.

 
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