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Company registration number: 06646380







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


THAMESWEY DEVELOPMENTS LIMITED






































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THAMESWEY DEVELOPMENTS LIMITED
 


 
COMPANY INFORMATION


Directors
S J Dickinson (appointed 2 July 2024)
S M Wills (appointed 15 July 2024)
C G Taylor 
C A Brown (appointed 14 October 2024)




Registered number
06646380



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 DEVELOPMENTS LIMITED
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of income and retained earnings
10
Statement of financial position
11
Statement of cash flows
12
Analysis of net debt
13
Notes to the financial statements
14 - 28


 


THAMESWEY DEVELOPMENTS LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The report contains a comprehensive review of development and performance during the period ending 31 March 2024, including principal business risks and opportunities. 
The core nature of the business is commercial and residential development projects from inception to completion within greater Woking. Completed development sites generate sales for group and third-party customers. Sites range in size and scale from small groups of properties to large scale commercial and residential developments, which can span several years. Principle activities include end-to-end development commencing with securing land to fully operational sites for end user occupation. In addition, a small number of sites are held as tenanted commercial trading assets.

Business review
 
During the 2024 financial year the business 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 Company did sell 12 properties and the remaining properties in the portfolio were transferred to ThamesWey Housing Limited.
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 Company will retain five retail units for renting to the open market.
Yellow Phase
The Company 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 DEVELOPMENTS LIMITED
 



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

Commercial letting
The Company 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 situated 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 Company 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 Company 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.

Principal risks and uncertainties
 
The directors assess the business risks and opportunities on a regular basis. The current ongoing development have strict governance requirements and monthly board updates to ensure it remains on track to deliver within the agreed timescale, within 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 has been flat for several years, however, rises over recent years and through to 2024 suggests 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. 

Page 2

 


THAMESWEY DEVELOPMENTS LIMITED
 



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

Financial key performance indicators
 
During for the period ending 31 March 2024 turnover was 88% higher than the prior period due to the mix of schemes in progress. The company made a gross profit during the period due to the recognition of Sheerwater infrastructure delivery increase in sales. Other operating income decreased by 27% due to less commercial rental income received.
The market value of freehold investment property decreased in value by £939,654 (8%) over the period. 
Amounts owed and due by the business at year end includes intercompany and group transactions. Woking Borough Council provides the business with funding to deliver the agreed development projects and continues with this commitment.
There are no non-financial KPIs which the directors consider relevant for disclosure.

Section 172 Statement
 
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Board of Directors consider that the decisions they have made during the financial year and the way they have acted have promoted the success of the company for the benefit of its members having regard for the stakeholders and matters set out in s172 (1) (a-f) of the Act.
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. 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 requires mutually beneficial relationships with its owner, suppliers and customers. The directors review business updates monthly via 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.
Thameswey Developments Limited has a 50% interest in Rutland (Woking) Limited and Rutland Woking (Carthouse Lane) Limited; both are property development companies incorporated in England and Wales.


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



................................................
C G Taylor
Director
Date: 27 March 2025

Page 3

 


THAMESWEY DEVELOPMENTS 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:

T Price (resigned 22 December 2023)
L K H Strongitharm (resigned 8 September 2023)
J A Fisher (resigned 4 July 2023)
G C Framalicco (resigned 1 April 2023)
A K Walther (appointed 1 April 2023, resigned 31 July 2024)
C G Taylor (appointed 5 July 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, 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 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,180,935 (2023 - loss £6,303,383).

The directors do not recommend payment of a dividend (2023 - £NIL).

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.


Page 4

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

Matters covered in the Strategic report

Where a company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 it must be stated in the Directors' Report that it has done so. This includes information that would have been included in the business review, the principal risks and uncertainties and future developments.

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'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'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 5

 


THAMESWEY DEVELOPMENTS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY DEVELOPMENTS LIMITED

Opinion


We have audited the financial statements of ThamesWey Developments Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of cash flows 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 Company's affairs as at 31 March 2024 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 Auditors' 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 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 2.2 in the financial statements, which indicates that the directors have concluded that there is a material uncertainty in relation to the Company'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 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company'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 Company's ability to continue to adopt the going concern basis of accounting included the Company'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 6

 


THAMESWEY DEVELOPMENTS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY DEVELOPMENTS 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 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.


Page 7

 


THAMESWEY DEVELOPMENTS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY DEVELOPMENTS 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 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 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; 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 Company is 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 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 judgments 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; and
The use of management override of controls to manipulate results.

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


Page 8

 


THAMESWEY DEVELOPMENTS LIMITED


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

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 9

 


THAMESWEY DEVELOPMENTS LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024

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

  

Turnover
 4 
74,348,045
39,731,767

Cost of sales
  
(71,749,549)
(43,399,927)

Gross profit/(loss)
  
2,598,496
(3,668,160)

Administrative expenses
  
(146,978)
(53,831)

Other operating income
 5 
475,333
654,739

Fair value movements
 13
(939,654)
(2,011,125)

Operating profit/(loss)
 6 
1,987,197
(5,078,377)

Amounts written off investments
  
-
(99,726)

Interest receivable and similar income
 9 
238,550
7,024

Interest payable and similar expenses
 10 
(1,044,812)
(1,132,304)

Profit/(loss) before tax
  
1,180,935
(6,303,383)

Tax on profit/(loss)
 11 
-
-

Profit /(loss) after tax
  
1,180,935
(6,303,383)

  

  

Retained earnings at the beginning of the year
  
(16,138,927)
(9,835,544)

  
(16,138,927)
(9,835,544)

Profit/(loss) for the year
  
1,180,935
(6,303,383)

Retained earnings at the end of the year
  
(14,957,992)
(16,138,927)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of income and retained earnings.

The notes on pages 14 to 28 form part of these financial statements.

Page 10

 


THAMESWEY DEVELOPMENTS LIMITED
REGISTERED NUMBER:06646380



STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
7,878,262
63,624

Fixed asset investments
 14 
1
1

Investment property
 15 
7,785,002
7,230,002

  
15,663,265
7,293,627

Current assets
  

Stocks
 16 
4,524,320
29,340,915

Debtors: amounts falling due after more than one year
 17 
1,543,637
1,543,637

Debtors: amounts falling due within one year
 17 
23,066,505
4,999,466

Bank and cash balances
  
9,693,457
3,507,994

  
38,827,919
39,392,012

Creditors: amounts falling due within one year
 18 
(58,729,159)
(55,228,365)

Net current liabilities
  
 
 
(19,901,240)
 
 
(15,836,353)

Total assets less current liabilities
  
(4,237,975)
(8,542,726)

Creditors: amounts falling due after more than one year
 19 
(9,978,472)
(7,586,200)

Provisions for liabilities
  

Other provisions
 20 
(731,544)
-

  
 
 
(731,544)
 
 
-

Net liabilities
  
(14,947,991)
(16,128,926)


Capital and reserves
  

Called up share capital 
 21 
10,001
10,001

Profit and loss account
 22 
(14,957,992)
(16,138,927)

  
(14,947,991)
(16,128,926)


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 14 to 28 form part of these financial statements.

Page 11

 


THAMESWEY DEVELOPMENTS LIMITED
 



STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
1,180,935
(6,303,383)

Adjustments for:

Depreciation of tangible assets
16,411
21,780

Impairments of fixed asset investments
-
99,726

Interest paid
1,044,812
1,132,304

Interest received
(238,550)
(7,024)

Decrease/(increase) in stock
15,490,892
(23,869,404)

(Increase)/decrease in debtors
(17,509,150)
32,792,214

(Increase)/decrease in amounts owed by groups
(557,889)
58,411,587

(Decrease)/increase in creditors
(4,839,506)
574,200

Increase/(decrease)) in amounts owed to groups
9,788,849
(63,414,657)

Increase in provisions
731,544
-

Net fair value losses recognised in P&L
939,654
2,011,125

Net cash generated from operating activities

6,048,002
1,448,468


Cash flows from investing activities

Interest received
238,550
7,024

Net cash from investing activities

238,550
7,024

Cash flows from financing activities

New secured loans
-
1,962,000

Repayment of loans
-
(550,497)

Interest paid
(101,089)
(836,828)

Net cash used in financing activities
(101,089)
574,675

Net increase in cash and cash equivalents
6,185,463
2,030,167

Cash and cash equivalents at beginning of year
3,507,994
1,477,827

Cash and cash equivalents at the end of year
9,693,457
3,507,994


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,693,457
3,507,994

9,693,457
3,507,994


The notes on pages 14 to 28 form part of these financial statements.

Page 12

 


THAMESWEY DEVELOPMENTS LIMITED
 



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

3,507,994

6,185,463

-

9,693,457

Loan amounts owed to group undertakings due after 1 year

(5,621,860)

-

(1,322,252)

(6,944,112)

Loan amounts owed to group undertakings due within 1 year

(45,050,488)

-

(8,466,597)

(53,517,085)


(47,164,354)
6,185,463
(9,788,849)
(50,767,740)

The notes on pages 14 to 28 form part of these financial statements.

Page 13

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

1.


General information

ThamesWey Developments 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 address of the Company's principal place of business is The Energy Centre, Poole Road, Woking, Surrey, GU21 6DY.
The Company's principal activity is disclosed in the Strategic Report.

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 comparative amounts report on a period of 15 months ended 31 March 2023, therefore are not entirely comparable.

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

The following principal accounting policies have been applied:

 
2.2

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 by the Financial Reporting Council.

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

The Company is financed by way of share capital and long-term loans from the ultimate parent undertaking, Woking Borough Council. The company 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 Company's trading activities to the extent possible.

As part of the Directors' review of the going concern status of the Company, they have carried out a comprehensive review of the financial position of the 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 Company 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 Company or in the alternative to restructure the debt and associated terms or write off non-performing debt. Furthermore, the Company is reliant on the ultimate parent entity to not demand the repayment of loans and interest to the detriment of the Company 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.

Page 14

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

2.Accounting policies (continued)


2.2
Going concern (continued)

The Directors continue to monitor the Company'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 Company 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.

 
2.3

Turnover

Turnover is measured at the fair value of consideration received or receivable and represents the amounts receivable for the property, net of discounts and VAT.
Turnover 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.
Turnover in respect of residential property sales is recognised at the point of legal completion.
Rental income derived from the Company's investment properties is recognised in other income. Rental income is based on lease agreements and is accounted for on a straight line basis over the term of the lease.

 
2.4

Interest income

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

 
2.5

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.

 
2.6

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.

Page 15

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
33% straight line
Fixtures and fittings
-
25% straight line
Computer equipment
-
12.5% straight line

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

 
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.8

Investment property

Investment property is carried at fair value determined annually by external 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.

 
2.9

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.10

Stock

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.

Page 16

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

2.Accounting policies (continued)

 
2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financialassets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loansto related parties and investments in ordinary shares.

Page 17

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

3.


Critical accounting judgments 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.
For residential 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 company, 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 an decrease in investment properties and increase in fair value loss of £356,000, compared to the vacant possession.  Of this amount, £240,000 relates to prior periods. Had the investment valuation been used in previous years, the loss on revaluation would have been £699,654 in the year ended 31 March 2024.
 
Amounts recoverable under long term contract
Turnover related to long-term construction contracts is recognised when the final outcome can be assessed with reasonable certainty. The directors are required to estimate the amounts recoverable by comparing the current costs to date with total budgeted costs, this can be uncertain during the contract term as unforeseen costs can emerge throughout. The directors have used various sources of information available, including comparing the final position to forecast costs on completed projects, in arriving at the amounts estimated as recoverable under contract. This process involves management using judgement in arriving at the amounts included in the accounts. The valuation of work completed to date is performed by Independent Surveyors, Synergy.
At the year end, only one phase of Sheerwater was still in construction and therefore the only part of the scheme which required estimations to be made for costs to complete. 
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 18

 


THAMESWEY DEVELOPMENTS 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
£
£

Development income
68,226,496
39,731,767

Property sales
6,121,549
-

74,348,045
39,731,767


All turnover arose within the United Kingdom.

In the year ended 31 December 2024, a credit note for £3,589,138 has been recognised for 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. 
Included within revenue for the 15 months ended 31 March 2023 is a credit note for £3,179,153 issued to ThamesWey Housing Limited, in relation to a Sheerwater phase which was to be sold to external parties from ThamesWey Developments Limited.


5.


Other operating income

31 March
15 months ended
31 March
2024
2023
£
£

Other operating income
7,039
69,886

Net rents receivable
468,294
584,853

475,333
654,739


Page 19

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

6.


Operating profit/(loss)

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

31 March
15 months ended
31 March
2024
2023
£
£

Depreciation
16,411
21,780

Auditors remuneration
40,300
38,350

Impairment of investment properties
939,654
2,011,125

Impairment of work in progress
1,294,178
1,453,266



7.


Auditors' remuneration

During the year, the Company 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 Company's financial statements
40,300
38,350

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

Taxation compliance services
3,900
3,750

All other services
3,800
3,575


8.


Employees

No employees are directly employed by the Company. The independent directors are remunerated by the parent undertaking in both the current and preceding years. The cost of this is charged to the Company.





9.


Interest receivable

31 March
15 months ended
31 March
2024
2023
£
£


Interest receivable from group companies
81,176
-

Other interest receivable
157,374
7,024

238,550
7,024

Page 20

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

10.


Interest payable and similar expenses

31 March
15 months ended
31 March
2024
2023
£
£


Group loan interest payable
1,044,812
1,132,304

1,044,812
1,132,304


11.


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 21

 


THAMESWEY DEVELOPMENTS LIMITED
 


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


Factors affecting tax charge for the year/period

The tax assessed for the year/period is lower than (2023 - higher 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
£
£


Profit/(loss) on ordinary activities before tax
1,180,935
(6,303,383)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
295,234
(1,197,643)

Effects of:


Fixed asset differences
1,725
1,740

Expenses not deductible for tax purposes
234,914
18,948

Adjustments to losses
-
(20,651)

Group relief surrendered/(claimed)
-
36,994

Movement in deferred tax not recognised
(531,873)
1,160,612

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Fair value movements

2024
2023
£
£



Loss on revaluation of investment properties
939,654
2,011,125

939,654
2,011,125

As at 31 March 2024, the directors have used the investment valuation provided by Savills. 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 £356,000, compared to the vacant possession basis of valuation. Of this amount, £240,000 relates to prior periods. Had the investment valuation been used in previous years, the loss on revaluation would have been £699,654 in the year ended 31 March 2024.

Page 22

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

13.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Computer equipment
Assets under construction
Total

£
£
£
£
£



Cost or valuation


At 1 April 2023
9,059
113,185
6,155
-
128,399


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



At 31 March 2024

9,059
113,185
6,155
7,831,049
7,959,448



Depreciation


At 1 April 2023
9,059
53,023
2,693
-
64,775


Charge for the year
-
15,642
769
-
16,411



At 31 March 2024

9,059
68,665
3,462
-
81,186



Net book value



At 31 March 2024
-
44,520
2,693
7,831,049
7,878,262



At 31 March 2023
-
60,162
3,462
-
63,624

Page 23

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

14.


Fixed asset investments





Investment in joint ventures

£



Cost or valuation


At 1 April 2023
99,727



At 31 March 2024

99,727



Impairment


At 1 April 2023
99,726



At 31 March 2024

99,726



Net book value



At 31 March 2024
1



At 31 March 2023
1


Joint ventures


The following were joint ventures of the Company:


Name

Registered office

Holding

Rutland (Woking) Limited
Below
50%
Rutland Woking (Carthouse Lane) Limited
Below
50%

The registered office for both of the above entities is as follows: Dunsfold Park, Stovolds Hill, Cranleigh, Surrey, GU6 8TB.
The Company's share of Rutland (Woking) Limited's profit for the year was £5,697 (2023 - loss £976).
The Company's share of Rutland Woking (Carthouse Lane) Limited's loss for the year was £5,812 (2023 - £3,287).

Page 24

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

15.


Investment property


Freehold investment property

£



Valuation


At 1 April 2023
7,230,002


Additions at cost
1,494,654


Loss on revaluation
(939,654)



At 31 March 2024
7,785,002

The 2024 valuations were made by Savills (UK) Limited, on an open market value for existing use basis.



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
15,909,693
14,415,039

15,909,693
14,415,039


16.


Stock

2024
2023
£
£

Work in progress
4,524,320
29,340,915

4,524,320
29,340,915


During the year interest of £Nil (2023 - £195,222) was capitalised as work in progress.

Page 25

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

17.


Debtors

2024
2023
£
£

Due after more than one year

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

1,543,637
1,543,637


2024
2023
£
£

Due within one year

Trade debtors
23,400
7,427

Amounts owed by group undertakings
5,130,441
4,572,552

Other debtors
579,911
226,379

Prepayments and accrued income
243,330
193,108

Amounts recoverable on long-term contracts
17,089,423
-

23,066,505
4,999,466



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
304,584
1,641,618

Amounts owed to group undertakings
51,973,448
45,050,488

Other creditors
87,531
58,307

Accruals and deferred income
6,363,596
8,477,952

58,729,159
55,228,365



19.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
8,487,749
5,621,860

Accruals and deferred income
1,490,723
1,964,340

9,978,472
7,586,200


Page 26

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

20.


Provisions





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.


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,001 (2023 - 10,001) Ordinary shares of £1.00 each
10,001
10,001

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



22.


Reserves

Profit and loss account

Includes all current and prior periods profit and losses.


23.


Contingent liabilities

As at 31 March 2024, the Company had a contingent liability in respect of a possible amount to be paid to ThamesWey Housing Limited. Under the Development Agreement for the regeneration of Sheerwater, there is a cap on total profit which if breached, results in ThamesWey Developments Limited being required to pay a Development Surplus to ThamesWey Housing Limited. The high levels of uncertainty relating to the amount and timing of the outflow make it impracticable to make a reliable estimation of the financial effect of any possible econcomic outflow.
There is not expected to be any reimbursement for the Development Surplus.


24.


Contingent assets

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

Page 27

 


THAMESWEY DEVELOPMENTS LIMITED
 


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

25.


Related party transactions

The Company's immediate parent company ThamesWey Limited is 100% (2023 - 100%) owned by Woking Borough Council. ThamesWey Limited owns the share capital of the following companies:


2024
2023
%
%

ThamesWey Energy Limited
100
100
ThamesWey Housing Limited
100
100
ThamesWey Sustainable Communities Limited
100
100
ThamesWey Developments Limited
100
100
ThamesWey Solar Limited
100
100
ThamesWey Maintenance Services Limited
100
100

ThamesWey Energy Limited owns 100% (2023 - 100%) of ThamesWey Central Milton Keynes Limited. ThamesWey Housing Limited owns 100% (2023 - 100%) of ThamesWey Guest Houses Limited and 50% (2023 - 50%) of Rutland Woking (Residential) Limited. ThamesWey Developments Limited owns 50% (2023 - 50%) of Rutland (Woking) Limited and 50% (2023 - 50%) of Rutland Woking (Carthouse Lane) Limited. Rutland (Woking) Limited owns 50% (2023 - 50%) of Rutland Woking (Residential) Limited.
Therefore, no transactions with these related parties are to be disclosed for either year under the provisions of section 33 of Financial Reporting Standard 102.


26.


Controlling party

The Company's immediate parent company is ThamesWey Limited, a company incorporated in England and Wales. Their registered office address is 27 Old Gloucester Street, London, WC1N 3AX.
The Company's ultimate parent undertaking is considered to be Woking Borough Council, office address: Civic Offices, Gloucester Square, Woking, Surrey, GU21 6YL.
The largest group into which the Company is consolidated is headed by Woking Borough Council, and the smallest group into which the Company is consolidated is ThamesWey Limited. The ThamesWey Limited consolidated accounts can be obtained from Companies House.

 
Page 28