Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The report contains a comprehensive review performance during the period ending 31 March 2024, including principal business risks and opportunities.
The core nature of the business is a residential landlord operating within a 30-minute commute from Woking Town Centre. Most of the stock is owned freehold although there are a small number of leasehold units and shared ownership units. The Company’s letting strategy includes open market leases, intermediate rentals, and a group of social equivalent level rentals. The Company also supports the local authority’s housing strategy through nomination agreements and supporting affordable housing applicants with low incomes by accepting Council bonds. The Company operates and manages its portfolio in-house via its own staff and a dedicated data base and customer portal. There are a small number of properties for which the management is outsourced to agents. Property is either acquired from street purchase programmes and direct developments.
At year end total stock was 1,218 properties, including properties held vacant for the Canalside re-development; this was an increase of 206 properties from the previous reporting period.
The Company 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 ThamesWey Housing Limited 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 Company undertakes regular review of its asset management strategy, with reflection on income levels, maintenance and management costs, location of properties and long-term potential.
The directors assess the business risks and opportunities on a regular basis, to ensure the business is balanced in its activity.
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 Company from maintaining its existing stock. This has been managed via strict specifying and adherence to commercially tendered schedule of rates. The Company’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 company 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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Turnover is down by 11% 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 increased by 11%. Gross profit margin has increased to 78% in the current year from 69%.
The change in the basis used to revalue investment properties has resulted in a large fair value write down adjustment of £91.5m. Other exceptional charges of £23.0m were also incurred and these related to impairments to assets under construction (£10.4m) and a doubtful debt provision for loans receivable from group undertakings (£12.6m). These have been the main drivers for the large operating loss of £106.3m. Excluding them shows a loss of £8.2m when compared to the £12.3m reported in the prior period. Overall, the Company was cash generative with a net cash inflow of £4.8m. However, this has been aided by the debt standstill agreement that was in force between the company and Woking Borough Council. Total net debt stands at £505.9m, being an increase of £50.2m. 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 project at Sheerwater and continues with this commitment. There are no non-financial KPIs which the directors consider relevant for disclosure.
This report was approved by the board and signed on its behalf.
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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.
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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;
∙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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £121,257,925 (2023 - loss £30,028,580).
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Under section 487(2) of the Companies Act 2006, Menzies 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY HOUSING LIMITED
We have audited the financial statements of ThamesWey Housing 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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY HOUSING LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY HOUSING LIMITED (CONTINUED)
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 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 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.
∙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 Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMESWEY HOUSING LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor
Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
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STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
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ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
ThamesWey Housing 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 address of the Company's registered office and principal place of business can be found on the Company Information page.
2.Accounting policies
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:
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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 Company's ultimate parent undertaking, being 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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 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. Rental income is recognised on a straight line basis over the lease term on an accruals basis. Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Computer software is stated at cost less accumulated amortisation and accumulated impairment losses. Software is amortised over its estimated useful life, of 8 years, on a straight line basis.
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.
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 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 a decrease in investment properties and increase in fair value loss of £91,528,000, compared to the vacant possession basis of valuation. Of this amount, £24,728,046 relates to prior periods. Had the investment valuation been used in previous years, the loss on revaluation would have been £65,597,059 in the year ended 31 March 2024. 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. 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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