ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

KINGSTON UPON THAMES TOWN CENTRE MANAGEMENT LIMITED Registered Number 03838618

Kingston Upon Thames Town Centre Management Limited Financial Statements for the year ended 31 December 2015

CONTENTS

PAGE

DIRECTORS AND ADVISORS ............................................................................................................................. 1

DIRECTORS’ REPORT ..................................................................................................................................... 2-3

INDEPENDENT AUDITORS’ REPORT ............................................................................................................. 4-5

INCOME AND EXPENDITURE ACCOUNT .......................................................................................................... 6

STATEMENT OF RECOGNISED GAINS AND LOSSES ..................................................................................... 7

BALANCE SHEET ............................................................................................................................................... .8

NOTES TO THE FINANCIAL STATEMENTS ................................................................................................. 9-13

1

DIRECTORS AND ADVISORS Board of Directors

Ailsa Fraser Andrew Berarey Andrew Collins Andrew Pollard Douglas Howell Gary Taylor Greg Hughes Hugh Scantlebury Ian Hamilton Jerry Irving John Miles

John Perry Mike Smith Nigel Swinnerton Peter Mayhew-Smith Philippa Mackie Rajiv Sharma-Drake Robert Cattaneo Robert O’Dowd Sally Marks William Welsted

Company Secretary Ros Morgan Registered Office 3rd Floor

Neville House 55 Eden Street Kingston upon Thames Surrey KT1 1BW Independent Auditors RPG Crouch Chapman LLP 62 Wilson Street

London EC2A 2BU

Bankers Lloyds TSB Bank

83 Clarence Street Kingston upon Thames Surrey KT1 1RE

2

DIRECTORS’ REPORT The Directors present their annual report and the audited financial statements of the Company for the year to 31 December 2015. The comparative figures are for the year to 31 December 2014. Registered Number 03838618

Principal activities The principal activity of the Company continues to be facilitating and procuring works and projects in Kingston to improve and enhance the business environment and to create a more attractive and safer Town Centre. Directors The Directors who held office during the year and up to the date of signing these financial statements unless otherwise stated are given below: Ailsa Fraser Andrew Berarey (appointed 24.9.15) Andrew Collins Andrew Pollard Chris Paterson (resigned 24.4.15) Chrissie Hitchcock (resigned 1.6.15)) Douglas Howell (appointed 9.7.15) Gary Taylor Greg Hughes Hugh Scantlebury Ian Hamilton Jerry Irving John Miles

John Perry Jon Tolley (resigned 22.7.15) Mike Smith (appointed 24.9.15) Nigel Swinnerton (appointed 22.7.15) Peter Mayhew-Smith Philippa Mackie (appointed 13.7.15) Rajiv Sharma-Drake Robert Ritchie (resigned 1.6.15) Robert Cattaneo Robert O’Dowd Sally-Ann Marks (appointed 22.7.15) William Welsted

The secretary who served during the year was Ros Morgan. Auditors The auditors, RPG Crouch Chapman LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006. Review of business Kingston Town Centre Management Limited recorded a deficit of £5,026 (2014: £105,925 deficit), which reduces the members’ fund in 2015 to £174,527 (2014: £179,553). This is the first year of the Business Improvement District’s approved third term and the Directors’ medium term strategy allows a prudent level of reserve to meet the company’s commitments as they arise. The £174,527 members fund will be used in the subsequent years for improving Kingston Town Centre. Future Developments The Company will continue to work with the Kingston community to facilitate and procure works and projects in Kingston to improve and enhance the business environment and to create a more attractive and safer Town Centre.

Statement of Directors’ Responsibilities The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

3

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared 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 those 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 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 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.

Disclosure of information to Auditors So far as each of 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 steps that he/she ought to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. Small Company provisions This report has been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006 and with the Financial Reporting Standards for Smaller Entities (effective January 2015). Signed on behalf of the Directors on the 14 July 2016 …………………………… Greg Hughes Director

4

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KINGSTON TOWN CENTRE MANAGEMENT LIMITED We have audited the financial statements of Kingston Upon Thames Town Centre Management Limited for the year ended 31 December 2015, which comprise the Income and Expenditure Account, the Balance Sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standards for Smaller Entities (effective January 2015) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

This report has 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’s members as a body, for our work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors As explained more fully in the Directors’ Responsibilities Statement set out on page 2 the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors’ Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements In our opinion the financial statements:

• give a true and fair view of the state of the company’s affairs as at 31 December 2015 and of its surplus for the year then ended;

• have been properly prepared in accordance with applicable United Kingdom accounting standards; and

• have been prepared in accordance with the Companies Act 2006 and with the Financial Reporting Standards for Smaller Entities (effective January 2015).

Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

5

Matters on which we are required to report by exception 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; or

• the directors were not entitled to prepare financial statements in accordance with the small company regime.

…………………………….

Paul Randall Senior Statutory Auditor For and on behalf of RPG Crouch Chapman LLP Chartered Accountants and Statutory Auditors 62 Wilson Street London EC2A 2BU

6

INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2015

Note 2,015 2014£ £

Income 1 1,618,502 1,650,390Expenditure (1,625,871) (1,696,878)Operating Surplus / (Deficit) 2 (7,369) (46,488)Interest receivable and similar income 1,679 1,954Expected return on pension assets 0 42,000Interest cost on pension liabilities 1,000 (103,000)Surplus / (Deficit) on ordinary activities before taxation (4,690) (105,534)Tax on surplus / (deficit) on ordinary activities 6 (336) (391)

Surplus / (Deficit) on ordinary activities after taxation

Surplus / (Deficit) for the financial period (5,026) (105,925)

(5,026) (105,925)

Note

Income 1 Expenditure ( Operating Surplus / (Deficit) 2 Interest receivable and similar income

Expected return on pension assets

Interest cost on pension liabilities

Surplus / (Deficit) on ordinary activities before taxation Tax on surplus / (deficit) on ordinary activities 6

Surplus / (Deficit) on ordinary activities after taxation

Surplus / (Deficit) for the financial period

Note 2014

2013 £ £

Income 1 1,650,390 1,531,215 Expenditure (1,696,878) (1,611,735) Operating Surplus / (Deficit) 2 (46,488) (80,520) Interest receivable and similar income

1,954

1,679

Expected return on pension assets

42,000

27,000 Interest cost on pension liabilities

(103,000)

(30,000)

Surplus / (Deficit) on ordinary activities before taxation (105,534) (81,841) Tax on surplus / (deficit) on ordinary activities 6 (391) (336)

(105,925) (82,177) Surplus / (Deficit) on ordinary activities after taxation

7

Surplus / (Deficit) for the financial period (105,925) (82,177)

Note 2014

2013 £ £

Income 1 1,650,390 1,531,215 Expenditure (1,696,878) (1,611,735) Operating Surplus / (Deficit) 2 (46,488) (80,520) Interest receivable and similar income

1,954

1,679

Expected return on pension assets

42,000

27,000 Interest cost on pension liabilities

(103,000)

(30,000)

Surplus / (Deficit) on ordinary activities before taxation (105,534) (81,841) Tax on surplus / (deficit) on ordinary activities 6 (391) (336)

(105,925) (82,177) Surplus / (Deficit) on ordinary activities after taxation

Surplus / (Deficit) for the financial period (105,925) (82,177)

Note 2014

2013 £ £

Income 1 1,650,390 1,531,215 Expenditure (1,696,878) (1,611,735) Operating Surplus / (Deficit) 2 (46,488) (80,520) Interest receivable and similar income

1,954

1,679

Expected return on pension assets

42,000

27,000 Interest cost on pension liabilities

(103,000)

(30,000)

Surplus / (Deficit) on ordinary activities before taxation (105,534) (81,841) Tax on surplus / (deficit) on ordinary activities 6 (391) (336)

(105,925) (82,177) Surplus / (Deficit) on ordinary activities after taxation

Surplus / (Deficit) for the financial period (105,925) (82,177)

8

The notes on pages 9 to 13 form an integral part of these financial statements. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES (STRGL) FOR THE YEAR ENDED 31 DECEMBER 2015

2014

2013

£

£

Surplus / (deficit) for the year financial year (105,925) (82,177) Actuarial loss

(96,000)

71,000

Total recognised gains and (losses) (201,925) (11,177) 2,015 2014

£ £Surplus / (deficit) for the year financial year (5,026) (105,925)Actuarial loss 0 (96,000)

Total recognised gains and (losses) (5,026) (201,925) The result is derived entirely from continuing operations. A statement of total recognised gains and losses has been presented. There is no difference between the deficit on ordinary activities before taxation and the deficit for the period stated above, and their historical cost equivalents.

9

The notes on pages 9 to 13 form an integral part of these financial statements. BALANCE SHEET AS AT 31 DECEMBER 2015

Note 2014 2013

£ £ Fixed Assets 5

37,933

64,891 Current assets Debtors 3 128,196 22,585 Cash at bank and in hand 392,984 732,509 559,113 819,986 Creditors: amounts falling due within one year 4 (178,561) (335,508) Net assets excluding pension surplus/(deficit) 380,553 484,477 Net pension surplus/(deficit) (201,000) (103,000) Net assets including pension surplus/(deficit) 179,553 381,477 Reserves (Members' Fund) Opening Members' Fund 381,477 392,655 Surplus / (Deficit) for the financial period (201,925) (11,178) Members’ funds carried forward 179,553 381,477

10

2,015 2014Note £ £

Fixed Assets 5 13,284 37,933

Current assetsDebtors 3 31,472 128,196Cash at bank and in hand 494,945 392,984

539,702 559,113Creditors: amounts falling due within one year 4.1 (205,176) (178,561)Net assets excluding long term liabilities 334,527 380,553

Creditors: amounts falling due over one year 4.2 (160,000) (201,000)

Net assets 174,527 179,553

Reserves (Members' Fund)Opening Members' Fund 179,553 381,477Surplus / (Deficit) for the financial period (5,026) (201,925)

Members’ funds carried forward 174,527 179,553 These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standards for Smaller Entities (effective January 2015). The financial statements on pages 6 to 8 were approved by the board of Directors on 23 March 2016 and were signed on its behalf by: …………………………………………………….. Greg Hughes Director of Kingston Upon Thames Town Centre Management Limited Company Registration No. 03838618 The notes on pages 9 to 13 form an integral part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS 1. Accounting policies

1.0 Basis of accounting The financial statements have been prepared on a going concern basis as the Kingston BID has the approval to operate for the foreseeable future.

These accounts have also been prepared under the historical cost convention, in accordance with applicable United Kingdom accounting standards and in accordance with the Companies Act 2006 and with the Financial Reporting Standards for Smaller Entities (effective January 2015) which have been consistently applied. Income and expenditure account The Company has presented an income and expenditure account since its principal activity is to improve and enhance the Kingston business environment and to create a more attractive and safer Town Centre, rather than to generate a profit for distribution to its members.

Revenue is recognised when the service is provided.

Cash Flow Statement The company has taken advantage of the exemption in FRS 1 (revised 1996) ‘Cash flow statements’ from the requirement to present a cash flow statement on the grounds that it is a small company.

1.1 Income The income represents primarily amounts receivable (excluding value added tax) in respect of BID levy from business rates payers of the Royal Borough of Kingston. Other incomes recognised are voluntary contributions receivable from Royal Borough of Kingston and other project partners and sponsors during the financial year ending 31 December 2015.

The total income of the Company has been derived from its principal activity wholly undertaken in the UK.

1.2 Interest

Interest receivable is recognised on an accruals basis. 1.3 Fixed Assets and depreciation

The fixed assets are stated at cost less depreciation. Assets are not depreciated until they are brought into use. Yearly depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follow:

Plant and machinery 25% of cost Computers and other office equipment 33% of cost Software 33% of cost Fixtures and Fittings 33% of cost Motor vehicles 25% of cost Office Refurbishment 25% of cost

1.4 Leasing

Rent payable under operating leases is charged against income on a straight line basis over the lease term.

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1.5 Pensions costs

For defined benefit schemes, the pension costs are assessed using the projected unit credit method, the cost of providing pensions is charged to the profit and loss account so as to spread the regular costs over the service lives of employees. The pension obligation is measured at the present value of the estimated future cash flows using interest rates on government securities that have terms to maturity approximating the terms of the related liability. When the benefits of a scheme are improved, past service costs is recognised as an expense on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits are already vested immediately, following the introduction of, or changes to, a defined benefit plan, the past service cost is recognised as an expense immediately. As of 31 December 2015, the company ceased to be an admitted body with the Royal Borough of Kingston Council Group Pension Fund. The company closed its defined benefit scheme pension and the liability was transferred in full to The Royal Borough of Kingston Council Group Pension Fund in return for a maximum contribution of £200,000 from the company. The board of directors has agreed that from next year the company will operate a defined contribution pension and the pension charge will represent the amount payable by the company to the fund in respect of that year.

2. Operating Surplus / (Deficit)

Operating surplus / (deficit) is stated after charging:

2014 2013 £ £

Auditors’ fees 4,750 6,263

Depreciation of fixed assets 28,866 29,907

Directors’ remuneration* 0 0 2015 2,014

£ £Auditors’ fees 4,500 4,500Depreciation of fixed assets 26,818 28,866Directors’ remuneration* 0 0

No other Director received any emoluments in respect of their duties as Directors.

3. Debtors

2015 2,014£ £

Trade debtors 5,274 105,399Other debtors 26,198 22,797

31,472 128,196

4.1 Creditors: amounts falling due within one year

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2015 2,014£ £

Trade creditors 63,143 71,233Corporation tax 336 391Other creditors 141,697 106,936

205,176 178,560 4.2 Creditors: amounts falling due over one year

2015 2014£ £

Other creditors 160,000 0Net pension deficit 0 201,000

160,000 201,000 5. Fixed Assets Schedule

Plant & Office Fixtures & Motor Deck Software Office

Refurbishment TotalMachinery Equipments Fittings Vehicles Chairs

£ £ £ £ £ £ £ £CostAt January 2015 46,984 50,595 11,287 15,097 774 4,684 44,480 173,900 Additions - 1,405 - - - 765 - 2,170 Disposal - - - - - - - -

46,984 52,000 11,287 15,097 774 5,449 44,480 176,070

DepreciationAt January 2015 24,622 47,179 11,113 15,097 774 3,823 33,360 135,968 On Disposal - - - - - - - - Charge for the period 11,181 3,231 174 - - 1,113 11,120 26,818

At 31 December 2015 35,803 50,410 11,287 15,097 774 4,936 44,480 162,786

Net Book ValueAt 31 December 2015 11,181 1,590 - - - 513 - 13,284

At 31 December 2014 22,362 3,416 174 - - 861 11,120 37,933

KINGSTON UPON THAMES TOWN CENTRE MANAGEMENT LIMITEDFIXED ASSET SCHEDULE AS AT 31 DECEMBER 2015

6. Tax on surplus/ (deficit) on ordinary activities

The Company’s tax liability arises on the interest income and is taxed at the small companies’ rate of 20% (2014: 20%).

7. Company limited by guarantee

The liability of members is limited. Every member of the Company undertakes to contribute to the assets of the Company in the event of the Company being wound up while he or she is a member, or within one year after he or she ceases to be a member, for the payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustment of rights of the contributors among themselves, such amounts as may be required, but not exceeding £1.

8. Financial Commitments

At 31 December 2015 the company was committed to making the following payments under non-cancellable operating leases in the year ended 31 December 2015:

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2015 2014Operating leases which expire between two and five years: £ £Land & Buildings (excl service charges) 28,000 25,236Other 986 0

9. Pensions – Financial Reporting Standards (FRS) 17 Disclosure Notes

As of 31 December 2015, the company ceased to be an admitted body with the Royal Borough of Kingston Council Group Pension Fund. The company closed its defined benefit scheme pension and the liability was transferred in full to The Royal Borough of Kingston Council Group Pension Fund in return for a maximum contribution of £200,000 from the company.

9. Pensions – Financial Reporting Standards (FRS) 17 Disclosure Notes (Continued) The company was an admitted body of Royal Borough of Kingston Council Group Pension Scheme, providing benefits based on final pensionable pay. The assets of the scheme were held separately from those of the company, and the assets were being managed by independent trustees. The contributions required to make the scheme solvent were determined by a qualified actuary on the basis of triennial valuations using the projected unit method.

The most recent valuation was on the 04 March 2015, and for the purposes of reflecting conditions at the balance sheet date, the liabilities of the scheme attributable to the company have been included in the accounts for the year ended 31 December 2014 on an actuarial basis using the projected unit method, thus an assessment of the future payments that will be made in relation to retirement benefits earned to date by employees based on employee turnover rates, mortality rates, and estimates of earnings for current employees. In this regard, the liabilities of the scheme were discounted to their present value at a discount rate of 3.7% which was based on the indicative rate of return on high quality corporate bonds.

Financial assumptions underlying the actuarial pension valuation The assumptions that have the most significant effect on the results of the valuation were those relating to the rate of return on investments and the rate of increase in salaries and pensions. The following financial assumptions were made:

• investment returns would be 3.7% per year • 4.4% salary increases per annum and that • present and future pensions would increase at the rate of 2.5% per year.

The pension charge for the year was £47,617 (2014: £58,491). Mortality The assumed average life expectancy at 31 December 2014 was at age 65, this was at age 45 at the last formal valuation date, with 1.25% annual long term rate of improvement.

The pension assets quoted at bid values as required under FRS17 and their expected return were:

15

ValueExpected rate

of return2014 2014

£Equities 639,000 3.7%Bonds 101,000 3.7%Property 31,000 3.7%Cash 8,000 3.7%Total fair value of the scheme assets 779,000

Present value of scheme liabilities (980,000)Net Pension Deficit (201,000)

9. Pensions – Financial Reporting Standards (FRS) 17 Disclosure Notes (Continued)

Analysis of the amount charged to operating surplus/ (deficit) 2014

£Current service cost 68,000Past service cost 0Settlements and curtailments 0

68,000 Analysis of the amount credited to other financial income

2014£

Expected return on pension scheme assets 42,000Interest on pension scheme liabilities (35,000)

Net Return 7,000

Analysis of amount recognised in the statement of total recognised gains and losses (STRGL)

2014£

Actuarial Gains / (Losses) (96,000)

Actuarial Gains / (Losses) recognised in the STRGL (96,000) Changes in the present value of the pension obligation during the year

16

2015 2014£ £

Deficit at the beginning of the year (201,000) (103,000)Movement in the year:Liability transferred to RBK 200,000 0Current service cost 0 (68,000)Contributions 0 59,000Other finance income 1,000 7,000Actuarial gain/ (loss) 0 (96,000)

Surplus/(Deficit) at end of the year 0 (201,000)