The directors present the strategic report for the year ended 30 September 2025.
The Directors have determined that the result before tax and the net assets or liabilities are the most appropriate key performance indicators for an understanding of the development, performance, and position of the Company. For the year ended 30 September 2025 the Company made a profit before tax of £36,157 (18 months ended 30 September 2024: Loss before tax £13,501,658).
As at 30 September 2025, the Company had net assets of £874,660 (30 September 2024: £840,323).
The Company's operations specifically expose it to a variety of financial risks as follows:
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's loan balance owed by Kemble Water Finance Limited. A 100% provision has previously been recorded against this with the contractual finance income accrued in the period from interest on outstanding debt also fully provided for as amounts are not expected to be recoverable and no interest received. Credit control policies and procedures are in place to minimise the risk of any unprovided bad debt arising from third parties including, where appropriate, a review of the credit ratings of the counterparty entity and, accordingly, the receivable has been provided against to the extent to which the carrying value is deemed recoverable.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due and arises principally from the amounts owed to creditors. The Company performs regular cash flow analysis and has sufficient liquidity to mitigate this risk.
The Group's treasury operations are managed centrally by a specialist team, which operates with the delegated authority of the Directors and are provided to the Company under an intragroup services agreements with a company in the group, Thames Water Utilities Limited. The operation of the treasury function is governed by specific policies and procedures that set out specific guidelines for the management of interest rate risk, foreign exchange risk and the use of financial instruments. Treasury policies and procedures are incorporated within the financial control procedures of the Group.
(iii) Reliance on one main customer
The Company's revenue source is generated from a single customer, Watersite Limited ("Watersite"). Watersite provide the Company with two revenue streams: income from an annual license fee and income from the income rights sales. There is a signed agreement with Watersite which runs until 2058 and given the length of this agreement and the credit control policies and procedures in place the Directors are satisfied that this does not present a significant risk to the future income of the Company.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2025.
The results for the year are set out on page 8.
The Company paid no dividends during the 12 months ended 30 September 2025 (18 months ended 30 September 2024: £nil). The Directors do not recommend the payment of a final dividend (2024: £nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company’s Directors have adopted the going concern basis in preparing these financial statements having given due consideration to the net assets position of the Company and the wider Group.
Kemble Water Finance Limited ("KWF"), an indirect 100% parent of the Company, is in default of its secured financing facilities. As at the date of this report there is a material uncertainty over the financial position of KWF as its secured creditors may enforce their right to the pledge over shares in Thames Water Limited ("TWL"), the direct parent of the Company. There is, however, an informal standstill in place at present. The Directors have considered the impact on the Company of any enforcement action being taken against KWF and determined that this may result in a possible change in ownership of the Company as a result of debt holders enforcing their pledge over the shares in TWL. In the event of a change of ownership, the Directors are unaware of the future intentions of the new owners. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.
As at the date of reporting these accounts the Company has £941k of available cash. The Directors have considered the forecast cash flow in this context for a period of 12 months after the approval of these accounts and despite the material uncertainty, are satisfied that the company holds enough cash to meet its obligations as they fall due.
For these reasons, the Directors' have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of these financial statements and have therefore concluded that the financial statements should be prepared on a going concern basis.
The Company expects to continue to lease non-specialised operational properties to third parties and other companies within the Group.
We have audited the financial statements of Thames Water Investments Limited (the 'company') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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).
Basis for opinion
Material uncertainty relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: Companies Act 2006, FRS102, Health and Safety at Work Act and Employment Law.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
Thames Water Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is Clearwater Court, Vastern Road, Reading, Berkshire, RG1 8DB.
The current year figures are for the 12 months ended 30 September 2025. The Company had changed its accounting reference date from 31 March 2024 to 30 September 2024. Accordingly, the prior year financial statements were prepared for an 18 month period from 1 April 2023 to 30 September 2024. The comparative figures are for the 18 months ended 30 September 2024. As a result the comparative amounts presented within these financial statements (including the related notes) are not entirely comparable.
The financial statements are prepared in pound sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The Company’s Directors have adopted the going concern basis in preparing these financial statements having given due consideration to the net assets position of the Company and the wider Group.
Kemble Water Finance Limited ("KWF"), an indirect 100% parent of the Company, is in default of its secured financing facilities. As at the date of this report there is a material uncertainty over the financial position of KWF as its secured creditors may enforce their right to the pledge over shares in Thames Water Limited ("TWL"), the direct parent of the Company. There is, however, an informal standstill in place at present. The Directors have considered the impact on the Company of any enforcement action being taken against KWF and determined that this may result in a possible change in ownership of the Company as a result of debt holders enforcing their pledge over the shares in TWL. In the event of a change of ownership, the Directors are unaware of the future intentions of the new owners. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.
As at the date of reporting these accounts the Company has £941k of available cash. The Directors have considered the forecast cash flow in this context for a period of 12 months after the approval of these accounts and despite the material uncertainty, are satisfied that the company holds enough cash to meet its obligations as they fall due.
For these reasons, the Directors' have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of these financial statements and have therefore concluded that the financial statements should be prepared on a going concern basis.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Interest Income
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The company makes an estimate of the recoverable value of trade and other receivables, including intercompany loan receivables. When assessing the impairment of trade and other receivables, management considers factors such as their net asset position and risk affected forecasts of future cash flows of the underlying investment. See note 7 for the net carrying value of the receivables and, where applicable, any associated impairment provision. In the current year the impairment provision increased by £791,882 (2024: £14,839,071) to £21,781,415 (2024: £20,989,533) as shown in note 5.
The average monthly number of persons employed by the company during the year was:
As at the reporting date the company was owed £21,781,415 (2024: £20,989,533) from a fellow group company Kemble Water Finance Limited. In total, £20,989,533 of this balance has been provided for in previous periods. As at the reporting date, the remaining balance including the accrued interest is fully provided for as management do not expect the amounts to be recoverable.
The following are the major deferred tax liabilities and assets recognised by the company:
The deferred tax asset set out above relates to accelerated capital allowances that are expected to mature over the associated fixed assets useful economic life.
The Company has one class of ordinary share which carries no right to fixed income. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.
As the Company is a wholly owned subsidiary of the Group, the Company has taken advantage of the exemption contained in FRS 102 and has therefore not disclosed transactions or balances with other wholly owned subsidiaries which form part of the Group. The consolidated financial statements of Kemble Water Holdings Limited, within which this Company is included, can be found from the address in note 12. |