REGISTERED NUMBER: |
TGC (2015) Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30 June 2023 |
REGISTERED NUMBER: |
TGC (2015) Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30 June 2023 |
TGC (2015) Limited (Registered number: 09409991) |
Contents of the Financial Statements |
for the year ended 30 June 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 8 |
Income Statement | 12 |
Other Comprehensive Income | 13 |
Balance Sheet | 14 |
Statement of Changes in Equity | 15 |
Notes to the Financial Statements | 16 |
TGC (2015) Limited |
Company Information |
for the year ended 30 June 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire HU2 8BA |
TGC (2015) Limited (Registered number: 09409991) |
Strategic Report |
for the year ended 30 June 2023 |
The directors present their strategic report for the year ended 30th June 2023. |
REVIEW OF BUSINESS |
This financial year was a period of great change for the business, following our transition to a multi-site business. Originally just operating from one site at Tong, we commenced trading at Otley and Bingley (both formerly Stephen H Smith sites) on 29 July 2022, whilst our newly constructed garden centre at Tingley opened fully on 26th September 2022. |
Following seven years of strong and profitable growth, having acquired Tong Garden Centre in May 2015, the year ending 30th June 2023 ("FY23") was challenging for us, with results significantly below expectations. |
Overall, sales for the business grew by 55% on the prior year. Site by site analysis is shown below. |
Sales at Tong fell by £2.7m (17.83%) reflecting a 23.2% reduction in garden centre and food hall sales and a 3.9% reduction in catering sales, whereas Grass Hoppers sales increased by 2.0%. |
The new acquired sites at Otley and Bingley performed satisfactorily in the economic conditions. Otley sales for the 11 month period were down 2.5% like for like, with garden centre sales down 4.9% but catering up 12.2%. Bingley sales were up 5.3% overall, with garden centre sales up by 3.2% and catering sales up by 9.9%. |
Tingley Garden Centre opened fully in September 2022, following a summer period, where only the adventure play business, Mission Out, was open. Sales of £4.8m were recorded in the period. |
Gross profit margin fell from 51.9% to 51.2% reflecting an increase in higher margin Grass Hoppers and Mission Out sales at Tingley, more than offset by margin pressures in the garden centre and catering businesses. |
Administrative expenses of £14.2m represented a 93% year on year increase. This number includes the rent payable on Tingley and also c.3 months of operating costs incurred at Tingley before the site was fully open. Stripping out the effect of these items, administrative expenses rose by 77%, reflecting the expansion in number of sites and staff numbers, as well as exceptional increases to power costs. Power costs of c.£0.9m were incurred in the year, c.150% ahead of expected levels pre energy crisis in 2021. |
Adjusted EBITDA for the year of £0.3m was significantly down on the prior year (£2.0m) and largely reflects the sales correction experienced at Tong, along with slower than expected growth at Tingley. |
As a result of the expansion in the year, interest charges from YGC Group have increased, reflecting the additional borrowings from both HSBC and shareholders. We are very pleased to continue having strong support from both of these key stakeholders. |
These results were below the expectations of the board, however there were a number of factors that have clearly come into play. Tingley opened amidst the economic chaos of September 2022, and in a period of very low consumer confidence, as the UK faced the "cost of living crisis." It's been a very challenging first year at Tingley but we hope to get close to breakeven in 2024 and make profit in 2025. Tong saw a significant market correction post pandemic; we were significant beneficiaries at the height of the pandemic and it's now clear we brought forward a large number of higher ticket items that would ordinarily have been spread across 2 or 3 seasons. Thankfully, we have managed to clear our stocks and we are grateful to our team for all their hard work on this. Whilst we were disappointed by our results, we track industry data and know our performance was broadly in line with the wider industry |
In the current financial year to 30th June 2024 ("FY24"), trading conditions remain challenging, albeit we are pleased to report strong sales growth in the seven months to February 2024. Total sales of £16.1m are 18.1% up on prior year, but in particular, Tingley like for like sales are up 17% and Otley like for sales are up 27%, both of which reflect investment in the retail offer and marketing of the sites, as well as a modest improvement in consumer confidence in recent months. |
TGC (2015) Limited (Registered number: 09409991) |
Strategic Report |
for the year ended 30 June 2023 |
PEOPLE & CULTURE |
Our hard working team is of course essential to the successful operation of the business and we are incredibly grateful for their efforts over the course of the year, particularly in this significant year of expansion. Our People & Culture team is constantly striving to support them, whether that be through improvement in facilities, learning and development opportunities, benefit and reward packages, or seeking their feedback via the quarterly eNPS surveys, which we commenced in 2020. We have been delighted with the results of these surveys and it has proved to be an excellent method of communication with our team. |
The expansion of the business has continued to allow significant career development opportunities for staff across the business, whether that be in retail management across the four sites, or within the head office function at Tong. |
PRINCIPAL RISKS AND UNCERTAINTIES |
As a Board, we continue to regard consumer spending as the main risk to the business, albeit we are pleased to see that there are signs of more benign conditions at large in 2024, following the fall in inflation and likely reduction in base rates in the second half of 2024. |
While we continue to monitor costs closely, we feel more confident about our cost base in the short to medium term. Wholesale power prices have fallen significantly from the levels seen at the peak in Summer 2022. |
Staff costs remain a significant concern for the business with another significant rise in National Living Wage due in April 2024. In July 2023, actions were taken to reduce staff costs at Tingley to reflect the lower than expected level of sales. Furthermore, in February 2024, the Directors have taken corrective action through a reduction to working hours across all areas of the business, in order to offset some of the near 10% rise in National Living Wage in April. This will save c.£0.5m on an annualised basis. |
We monitor the Bank of England base rate closely and hedge debt as appropriate, in order to balance the twin objectives of minimising exposure to market volatility and also minimising overall interest cost. We currently have a mix of hedged and unhedged debt. |
We closely monitor foreign currency fluctuations and manage risk accordingly, albeit foreign currency purchases are not material to the business. |
TGC (2015) Limited (Registered number: 09409991) |
Strategic Report |
for the year ended 30 June 2023 |
STRATEGIC DEVELOPMENTS |
On 12th March 2024, a deal was completed to bring the Deans Garden Centre sites at York and Scarborough into the Yorkshire Garden Centres family. The two new sites are operated by YGC Partners Ltd, a joint venture between the shareholders of YGC Group Ltd and Antony Harker, whose property investment company, Altia Estates Ltd, has acquired the freeholds at York and Scarborough and will act as landlord to YGC Partners. The two sites will be operated by the Directors and Management of YGC Group, in return for an annual management fee. The acquisition of these two well established and respected sites cements the group's strong position in Yorkshire and will add further scale and growth opportunities for the business. Both sites will operate within the Yorkshire Garden Centres brand and will be part of the same 'Green Card' loyalty scheme. |
In Summer 2023, the business gained planning permission for a new site at Thorp Arch. Sadly, the delays due to the COVID pandemic and gaining Planning Permission meant that the scheme was no longer viable. |
SUSTAINABILITY |
We care passionately about how we do business and are proud to have a robust 'Climate and Community" commitment that details our pathway to sustainability, the active role we play in our local community and the caring culture we have created for our people. In 2023 we partnered with the Carbon Literacy Project to become the first garden centre group in the country to accredit our own Carbon Literacy training. More information is available at our website: www.yorkshiregardencentres.co.uk/climate-community-1#. |
In February 2024, a deal was agreed with EVC Holdings for the provision of electric vehicle charging at all of our four sites. |
CAPITAL EXPENDITURE |
In the financial year ending 30 June 2023, significant investment was made in the retail and restaurant facilities at Otley and Bingley, including integration with the EPOS system in place at Tong and Tingley. We have been very pleased with the increased footfall and sales since making that investment, particularly at Otley, where the majority of the investment was focused. In early 2024, further investment has been made to enable Pavers to join Edinburgh Woollen Mill as a second concession partner at Otley. |
Following the recent rebrand, all four sites now operate under the Yorkshire Garden Centres brand, which has assisted in marketing our sites in a consistent way. In March 2024, we launched a "Green Card" loyalty scheme to run across all sites, via a mobile app. This will enable customers to seamlessly use points and targeted offers across all sites, as well as enabling booking of play and events. |
Looking to the future, we have submitted planning permission for the construction of a Grass Hoppers children's play facility at Otley. We hope to start construction in early 2025, with opening planned for July 2025. |
BANK FACILITIES |
We are very grateful for the support of HSBC, who have continued to support the business. |
TGC (2015) Limited (Registered number: 09409991) |
Strategic Report |
for the year ended 30 June 2023 |
KEY PERFORMANCE INDICATORS |
The board monitors progress on overall strategy by reference to the following key performance indicators: |
2022 | 2021 | 2020 |
Sales growth | 54.7% | 23.3% | 27.3% | % rise in sales since prior year |
Gross profit % | 51.2% | 51.9% | 49.8% | Gross profit expressed as a percentage of sales |
Adjusted EBITDA | £0.3m | £2.0m | £2.1m | Profit before interest, tax, depreciation and amortisation. Excluding inter-company rent and management charges |
Average basket size |
£22.88 | £25.61 | £30.2 | Average spend per customer |
Online sales | £0..39m | £0.88m | £0.71m | Annual sales transacted online |
ENPS | +50 | +48 | +68 | Employee Net Promoter Score |
ON BEHALF OF THE BOARD: |
28 March 2024 |
TGC (2015) Limited (Registered number: 09409991) |
Report of the Directors |
for the year ended 30 June 2023 |
The directors present their report with the financial statements of the company for the year ended 30 June 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a garden centre. |
DIVIDENDS |
Ordinary dividends of £nil (2022: £675,259) were paid in the year. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report. |
OUR PEOPLE |
We are very proud of the team we have put together to run Tong Garden Centre. We firmly believe that our team is the most important part of our business and look forward to improving the environment in which our team can develop, advance and be rewarded for the great work that they do. We actively communicate with the whole of our team, we make them aware of the performance of the business and share the business objectives with them. We actively seek ideas and listen to all our team and value two-way communication. |
DISABLED EMPLOYEES |
It is the policy of the business that disabled people should have the same consideration as others for job opportunities. Depending on their skills and abilities they enjoy the same career prospects as other employees. |
OUR COMMUNITY |
We are proud to play a big role in our local and wider community. We actively support local suppliers and service providers. We support a number of local charitable organisations in various ways. |
THE ENVIRONMENT |
We are very aware of the impact on the environment of running a business on the scale of Tong Garden Centre. We actively seek to reduce our carbon footprint and impact on the environment through the prudent use of energy, water and waste resources. |
OUR APPROACH TO BUSINESS |
We are proud to be a strong independent garden centre where our empowered and agile team can respond to opportunities and challenges in an unconstrained way. We, as directors, hope to enjoy running the business and are proud to support so many local jobs. We hope to be recognised by our team, customers, suppliers and our competitors as a best in class operator. We fully recognise that we have a long way to go on this journey but are pleased with the progress to date. |
DISCLOSURE IN THE STRATEGIC REPORT |
We have covered our strategic intent, future developments and risk in this section and feel there is nothing more to add. |
TGC (2015) Limited (Registered number: 09409991) |
Report of the Directors |
for the year ended 30 June 2023 |
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; |
- | 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, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
TGC (2015) Limited |
Opinion |
We have audited the financial statements of TGC (2015) Limited (the 'company') for the year ended 30 June 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 30 June 2023 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 |
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. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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 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. |
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. |
Report of the Independent Auditors to the Members of |
TGC (2015) Limited |
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 seven, 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. |
Report of the Independent Auditors to the Members of |
TGC (2015) Limited |
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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; |
- | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- | investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with relevant regulators and the company's legal advisors. |
Due to 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
TGC (2015) Limited |
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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire HU2 8BA |
TGC (2015) Limited (Registered number: 09409991) |
Income Statement |
for the year ended 30 June 2023 |
2023 | 2022 |
as | restated |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(2,321,996 | ) | 423,045 |
Other operating income |
OPERATING (LOSS)/PROFIT | 4 | ( |
) |
Interest receivable and similar income |
(1,412,076 | ) | 739,912 |
Interest payable and similar expenses | 5 |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 6 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
TGC (2015) Limited (Registered number: 09409991) |
Other Comprehensive Income |
for the year ended 30 June 2023 |
2023 | 2022 |
as | restated |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
Note |
Prior year adjustment | 8 |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(1,380,329 |
) |
TGC (2015) Limited (Registered number: 09409991) |
Balance Sheet |
30 June 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
CURRENT ASSETS |
Stocks | 11 |
Debtors: amounts falling due within one year |
12 |
Debtors: amounts falling due after more than one year |
12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
PROVISIONS FOR LIABILITIES | 16 | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Retained earnings | 1,791,028 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
TGC (2015) Limited (Registered number: 09409991) |
Statement of Changes in Equity |
for the year ended 30 June 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 July 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 30 June 2022 |
Prior year adjustment | - |
As restated |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 30 June 2023 |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements |
for the year ended 30 June 2023 |
1. | STATUTORY INFORMATION |
TGC (2015) Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. |
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirement of paragraph 33.7. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows: |
Sale of goods |
Turnover from the sale of garden centre products is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods. |
Rental income |
Rental income is recognised over the lease term. |
Government grants |
Government grants receivable have been accounted for under the accrual model. The Coronavirus Job Retention Scheme (CJRS) grant has been recognised as income on a systematic basis over the periods in which the entity has recognised the related costs for which the grant is intended to compensate. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows: |
Freehold property | -1% - 2% on reducing balance |
Plant and Machinery | - 20% on reducing balance |
Fixtures and fittings | - 5%- 20% on reducing balance |
Computer equipment | - 20% on reducing balance |
Leasehold improvements | - over the length of the lease |
Stocks |
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow- moving stock where appropriate. |
Tax |
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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. |
Deferred tax is measured using the tax rates and laws, that have been enacted or substantively enacted by the balance sheet date, that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset. |
Loans and borrowings |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Leases |
Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions to this scheme are charged to the profit and loss account in the period to which they relate. |
Impairment |
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
Going concern |
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its consolidated financial statements. |
Debtors and creditors receivable / payable within one year |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
Derivatives |
Where material to the financial statements, derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
as | restated |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
as | restated |
Management | 7 | 7 |
Other | 405 | 234 |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
2023 | 2022 |
as | restated |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
2023 | 2022 |
as | restated |
£ | £ |
Other operating leases |
Depreciation - owned assets |
(Profit)/loss on disposal of fixed assets | ( |
) |
Goodwill amortisation |
Auditors' remuneration |
Rent received from operating leases | ( |
) | ( |
) |
Operating lease payments for lease of equipment and vehicles |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
as | restated |
£ | £ |
Other interest |
Consumer finance charges |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
6. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2023 | 2022 |
as | restated |
£ | £ |
Current tax: |
Under / over provision of corporation tax in prior year |
(155,240 |
) |
(36,925 |
) |
Deferred tax | ( |
) |
Tax on (loss)/profit | ( |
) |
UK corporation tax was charged at 25%) in 2022. |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
as | restated |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Utilisation of tax losses |
Deprecation on non qualifying assets | 24,942 | 3,283 |
Change in rate of deferred tax | - | 34,693 |
Under / over provision of corporation tax in the prior year | 38,411 | (36,925 | ) |
Under / over provision of deferred tax in the prior year | - | 21,845 |
Super-deduction capital allowances | (111,879 | ) | (180,614 | ) |
Total tax (credit)/charge | (458,461 | ) | 19,104 |
The expected net reversal of deferred tax assets and liabilities in 2024 is £240,408. This is due to the reversal of accelerated capital allowances and other timing differences. |
7. | DIVIDENDS |
2023 | 2022 |
as | restated |
£ | £ |
Ordinary shares of £1 each |
Interim |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
8. | PRIOR YEAR ADJUSTMENT |
Comparative information has been restated to reflect a prior period adjustment to record the capitalisation of leasehold improvement costs of £201,076, additional depreciation of £5,486 together with a corresponding increase in deferred tax of £50,269. In the closing balance sheet of the prior period, the leasehold improvements has increased by £195,590 to include additional costs and the deferred tax liability has increased by £50,269, The adjustment results in an increase of net profit for the previous year of £145,321. |
9. | INTANGIBLE FIXED ASSETS |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
At 1 July 2022 |
Additions |
At 30 June 2023 |
AMORTISATION |
Amortisation for year |
At 30 June 2023 |
NET BOOK VALUE |
At 30 June 2023 |
At 30 June 2022 |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
9. | INTANGIBLE FIXED ASSETS - continued |
On 28 July 2022, the company and a fellow group company, YGC (G) Limited acquired the entirety of the trade and assets of Stephen H Smith Garden & Leisure for a total consideration of £9.4m, represented by: |
£ |
Freehold and leasehold property | 7,699,996 |
Stock | 1,281,660 |
Total assets and liabilities acquired | 8,981,656 |
Consideration | 9,381,660 |
Goodwill | 400,004 |
Goodwill includes all related business intellectual property, names, websites etc. and is amortised over 5 years being the expected time period over which the company expects to derive benefits from the acquisition. |
As part of the acquisition, certain elements of Freehold and Leasehold Property totalling £1,520,987 plus associated costs were transferred at cost to YGC (G) Limited, a company under common control. |
Of the total consideration, £8,581,660 was paid in cash and the remaining £800,000 deferred to be paid in equal installments on the first and second anniversary of the transaction date. |
10. | TANGIBLE FIXED ASSETS |
Freehold | Long | Plant and |
property | leasehold | machinery |
£ | £ | £ |
COST |
At 1 July 2022 |
Additions |
Disposals | ( |
) | ( |
) |
At 30 June 2023 |
DEPRECIATION |
At 1 July 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 30 June 2023 |
NET BOOK VALUE |
At 30 June 2023 |
At 30 June 2022 |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 July 2022 |
Additions |
Disposals | ( |
) | ( |
) |
At 30 June 2023 |
DEPRECIATION |
At 1 July 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 30 June 2023 |
NET BOOK VALUE |
At 30 June 2023 |
At 30 June 2022 |
Finance costs of £82,281 have been capitalised during the construction of leasehold improvements to reflect the assets true cost. |
11. | STOCKS |
2023 | 2022 |
as | restated |
£ | £ |
Stocks |
Stock recognised in cost of sales during the year as an expense was £10,942,916 (2022: £6,981,095). A stock loss of £138,750 (2022 : £58,300) was recognised in cost of sales. |
12. | DEBTORS |
2023 | 2022 |
as | restated |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Tax |
VAT |
Deferred tax asset |
Prepayments and accrued income |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
12. | DEBTORS - continued |
2023 | 2022 |
as | restated |
£ | £ |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Aggregate amounts |
Deferred tax asset |
2023 |
£ |
Accelerated capital allowances | ( |
) |
Tax losses carried forward |
Other timing differences | 6,967 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
as | restated |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
as | restated |
£ | £ |
Amounts owed to group undertakings |
Other creditors |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
15. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
as | restated |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
The minimum operating lease receipts falling due in the future are: |
2023 | 2022 |
Falling due: | £ | £ |
Within one year | 222,704 | 154,500 |
Between one and five years | 212,833 | 249,833 |
Over five years | - | - |
435,537 | 404,333 |
16. | PROVISIONS FOR LIABILITIES |
2022 |
as | restated |
£ |
Deferred tax |
Accelerated capital allowances |
Other timing differences | 45,959 |
296,412 |
Deferred |
tax |
£ |
Balance at 1 July 2022 |
Provided during year | ( |
) |
Balance at 30 June 2023 | ( |
) |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | as restated |
£ | £ |
Ordinary | £1 | 5,000,100 | 5,000,100 |
TGC (2015) Limited (Registered number: 09409991) |
Notes to the Financial Statements - continued |
for the year ended 30 June 2023 |
18. | PENSION COMMITMENTS |
The company makes contributions to a defined contribution pension scheme. The charge for the period amounted to £167,555 (2022: £112,248). At 30th June 2023 there were outstanding contributions of £58,805 (2022: £40,986). |
19. | ULTIMATE PARENT COMPANY |
The parent company of which the company is a member is YGC Group Limited. The smallest group in which the results of the company are consolidated is YGC Group Limited. |
The largest group in which the results of the company are consolidated is that headed by Birch Valley Holdings Limited. Birch Valley Holdings Limited is also the company's ultimate parent undertaking. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. |
20. | CAPITAL COMMITMENTS |
2023 | 2022 |
as | restated |
£ | £ |
Contracted but not provided for in the |
financial statements |
21. | OTHER FINANCIAL COMMITMENTS |
The company has given guarantees in respect of borrowings of group companies. At 30th June 2023 the potential liability of the company under the arrangement was £15,850,546 (2022: £3,238,304). |
22. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
2023 | 2022 |
as | restated |
£ | £ |
Purchases |
2023 | 2022 |
as | restated |
£ | £ |
Purchases |
Amount due to related party |
During the year, a total of key management personnel compensation of £ |