Smartwater Technology Bond Plc - Limited company accounts 20.1

REGISTERED NUMBER: 08722594 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY 2019 TO 31 MAY 2020

FOR

SMARTWATER TECHNOLOGY BOND PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

P A Cleary

F N Mattinson

K M McGrigor

J D Larner

SECRETARY:

F N Mattinson

REGISTERED OFFICE:

Partnership House

Central Park

Telford

Shropshire

TF2 9TZ

REGISTERED NUMBER:

08722594 (England and Wales)

SENIOR STATUTORY AUDITOR:

Ian Cattell FCA

AUDITORS:

Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

The directors present their strategic report for the period 1 January 2019 to 31 May 2020.

REVIEW OF BUSINESS

The company has not issued any further bonds during the year and repayment requests have stayed below 3.5% which the directors believe is satisfactory.

PRINCIPAL RISKS AND UNCERTAINTIES

The terms of the Retail Bonds are such that repayment can be requested annually on the anniversary of the bond issue and that 6 months notice of repayment is required. There is therefore a fundamental uncertainty relating to the timing and amount of repayments required to be made by the company.

The notice period required from bond holders seeking repayment is designed to give the company sufficient time to seek alternative financing should that be required.

FUTURE DEVELOPMENTS

The company is dependent on the continued financial support of the holders of its Retail Bonds and the support of group companies to enable it to continue operating and to meet its liabilities as they fall due. In the opinion of the directors the group has sufficient financial resources and borrowing facilities to enable it to refinance all bond repayments whose timing is known at the date of approval of the financial statements, and the likely level of further repayments as and when they arise in the future.

ON BEHALF OF THE BOARD:

J D Larner - Director

29 January 2021

The directors present their report with the financial statements of the company for the period 1 January 2019 to 31 May 2020.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of the issue of Smartwater Technology Bonds.

DIVIDENDS

No dividends will be distributed for the period ended 31 May 2020.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

P A Cleary

F N Mattinson

K M McGrigor

Other changes in directors holding office are as follows:

J D Larner - appointed 1 May 2020

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Crombies Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J D Larner - Director

29 January 2021

Opinion

We have audited the financial statements of Smartwater Technology Bond Plc (the 'company') for the period ended 31 May 2020 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 May 2020 and of its profit for the period 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 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 a Report of the Auditors 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.

Ian Cattell FCA (Senior Statutory Auditor)

for and on behalf of Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

29 January 2021

TURNOVER

-

-

OPERATING PROFIT

-

-

Interest receivable and similar income

286,725

213,824

286,725

213,824

Interest payable and similar expenses

4

286,725

213,824

PROFIT BEFORE TAXATION

-

-

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL PERIOD

-

-

PROFIT FOR THE PERIOD

-

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

-

-

CURRENT ASSETS

Debtors

6

2,585,500

2,910,500

CREDITORS

Amounts falling due within one year

7

29,000

6,000

NET CURRENT ASSETS

2,556,500

2,904,500

TOTAL ASSETS LESS CURRENT LIABILITIES

2,556,500

2,904,500

CREDITORS

Amounts falling due after more than one year

8

2,544,000

2,892,000

NET ASSETS

12,500

12,500

CAPITAL AND RESERVES

Called up share capital

9

12,500

12,500

SHAREHOLDERS' FUNDS

12,500

12,500

The financial statements were approved by the Board of Directors and authorised for issue on 29 January 2021 and were signed on its behalf by:

J D Larner - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2018

12,500

-

12,500

Changes in equity

Balance at 31 December 2018

12,500

-

12,500

Changes in equity

Balance at 31 May 2020

12,500

-

12,500

Cash flows from operating activities

Cash generated from operations

1

(325,000

)

(100,000

)

Interest paid

(286,725

)

(213,824

)

Net cash from operating activities

(611,725

)

(313,824

)

Cash flows from investing activities

Interest received

286,725

213,824

Net cash from investing activities

286,725

213,824

Cash flows from financing activities

Bonds redeemed

325,000

100,000

Net cash from financing activities

325,000

100,000

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of period

-

-

Cash and cash equivalents at end of period

-

-

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.1.19

to

Year Ended

31.5.20

31.12.18

£

£

Profit before taxation

-

-

Finance costs

286,725

213,824

Finance income

(286,725

)

(213,824

)

Decrease in trade and other creditors

(325,000

)

(100,000

)

Cash generated from operations

(325,000

)

(100,000

)

1.	STATUTORY INFORMATION

Smartwater Technology Bond Plc is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The company changed it's year end to 31 May so that it was coterminous with other group members and accounts have been prepared for the seventeen month period ended 31 May 2020. The previous accounts were for a twelve month period and are therefore not comparable.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 May 2020 nor for the year ended 31 December 2018.

The average number of employees during the period was NIL (2018 - NIL).

Period

1.1.19

to

Year Ended

31.5.20

31.12.18

£

£

Directors' remuneration

-

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.1.19

to

Year Ended

31.5.20

31.12.18

£

£

Interest payable

286,725

213,824

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 31 May 2020 nor for the year ended 31 December 2018.

6.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2020

2018

£

£

Amounts owed by group undertakings

2,585,500

2,910,500

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2018

£

£

Other creditors

29,000

6,000

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2020

2018

£

£

Other creditors

2,544,000

2,892,000

9.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2020

2018

value:

£

£

50,000

Share capital 1

£1

12,500

12,500

10.

RESERVES

Retained

earnings

£

Profit for the period

-

At 31 May 2020

-

11.	RELATED PARTY DISCLOSURES

At the balance sheet date the amount due from Themis Risk Holdings Limited (formerly Smartwater Limited), the parent company, totalled £3,010,500.

Themis Risk Holdings Limited acts as guarantor for the bonds issued by Smartwater Technology Bond Plc.

12.	ULTIMATE CONTROLLING PARTY

There is no one ultimate controlling party.

13.	ULTIMATE PARENT COMPANY

Themis Risk Holdings Limited (formerly Smartwater Limited,) a company registered in England & Wales is the ultimate parent company producing consolidated accounts. It's registered office is situated at Partnership House, Central Park, Telford, Shropshire TF2 9TZ.

14.	FUTURE PAYMENTS TO BOND HOLDERS

The company is dependent upon the continued financial support of holders of its £2,544,000 of Retail Bonds.

The terms of the Retail Bonds are such that repayment can be requested annually on the anniversary of the bond issue, and that 6 months notice of repayment is required. There is therefore a fundamental uncertainty relating to the timing and amount of repayments required to be made by the company.

In the opinion of the directors the Group has sufficient financial resources and borrowing facilities to enable it to refinance all bond repayments whose timing is known at the date of approval of the financial statements, and the likely level of further repayments as and when they arise in the future.

The notice period required from bond holders seeking repayment is designed to give the company sufficient time to seek alternative financing should that be required, and the directors therefore consider that it is appropriate to prepare accounts on a going concern basis.