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REGISTERED NUMBER: 09409991 (England and Wales)






















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: M W Farnsworth
T A T Megginson
C P Barker





REGISTERED OFFICE: Tong Garden Centre
Tong Lane
Bradford
BD4 0RY





REGISTERED NUMBER: 09409991 (England and Wales)





AUDITORS: Smailes Goldie
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:





M W Farnsworth - Director


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.

M W Farnsworth
T A T Megginson
C P Barker

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:





M W Farnsworth - Director


28 March 2024

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.




Matthew Fox FCCA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire HU2 8BA

28 March 2024

TGC (2015) Limited (Registered number: 09409991)

Income Statement
for the year ended 30 June 2023

2023 2022
as restated
Notes £    £   

TURNOVER 23,134,874 14,950,697

Cost of sales 11,292,731 7,193,230
GROSS PROFIT 11,842,143 7,757,467

Administrative expenses 14,164,139 7,334,422
(2,321,996 ) 423,045

Other operating income 459,920 315,343
OPERATING (LOSS)/PROFIT 4 (1,862,076 ) 738,388

Interest receivable and similar income 450,000 1,524
(1,412,076 ) 739,912

Interest payable and similar expenses 5 572,035 32,934
(LOSS)/PROFIT BEFORE TAXATION (1,984,111 ) 706,978

Tax on (loss)/profit 6 (458,461 ) 19,104
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,525,650

)

687,874

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 (1,525,650 ) 687,874


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,525,650

)

687,874
Note
Prior year adjustment 8 145,321
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 9 320,003 3
Tangible assets 10 17,166,096 7,097,948
17,486,099 7,097,951

CURRENT ASSETS
Stocks 11 3,754,595 1,757,698
Debtors: amounts falling due within one
year

12

1,139,416

9,841,762
Debtors: amounts falling due after more
than one year

12

9,169,198

-
Cash at bank 677,276 381,722
14,740,485 11,981,182
CREDITORS
Amounts falling due within one year 13 4,827,987 11,991,593
NET CURRENT ASSETS/(LIABILITIES) 9,912,498 (10,411 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

27,398,597

7,087,540

CREDITORS
Amounts falling due after more than one
year

14

(22,133,119

)

-

PROVISIONS FOR LIABILITIES 16 - (296,412 )
NET ASSETS 5,265,478 6,791,128

CAPITAL AND RESERVES
Called up share capital 17 5,000,100 5,000,100
Retained earnings 265,378 1,791,028
SHAREHOLDERS' FUNDS 5,265,478 6,791,128

The financial statements were approved by the Board of Directors and authorised for issue on 28 March 2024 and were signed on its behalf by:




M W Farnsworth - Director



C P Barker - Director


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 5,000,100 1,778,413 6,778,513

Changes in equity
Dividends - (675,259 ) (675,259 )
Total comprehensive income - 542,553 542,553
Balance at 30 June 2022 5,000,100 1,645,707 6,645,807
Prior year adjustment - 145,321 145,321
As restated 5,000,100 1,791,028 6,791,128

Changes in equity
Total comprehensive income - (1,525,650 ) (1,525,650 )
Balance at 30 June 2023 5,000,100 265,378 5,265,478

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 7,545,504 3,889,518
Social security costs 447,228 288,513
Other pension costs 167,555 112,248
8,160,287 4,290,279

The average number of employees during the year was as follows:
2023 2022
as restated

Management 7 7
Other 405 234
412 241

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 184,763 168,714
Directors' pension contributions to money purchase schemes 31,008 31,008

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

4. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

2023 2022
as restated
£    £   
Other operating leases 1,330,411 547,186
Depreciation - owned assets 1,059,115 627,872
(Profit)/loss on disposal of fixed assets (41,665 ) 83
Goodwill amortisation 80,004 -
Auditors' remuneration 17,684 12,417
Rent received from operating leases (349,871 ) (221,442 )
Operating lease payments for lease of equipment and vehicles 4,633 7,371

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
as restated
£    £   
Other interest 572,035 32,709
Consumer finance charges - 225
572,035 32,934

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 (303,221 ) 56,029
Tax on (loss)/profit (458,461 ) 19,104

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 (1,984,111 ) 706,978
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 25% (2022 - 25%)

(496,028

)

176,745

Effects of:
Expenses not deductible for tax purposes 24,995 77
Utilisation of tax losses 61,098 -
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 - 675,259

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 1 2 3
Additions 400,004 - 400,004
At 30 June 2023 400,005 2 400,007
AMORTISATION
Amortisation for year 80,004 - 80,004
At 30 June 2023 80,004 - 80,004
NET BOOK VALUE
At 30 June 2023 320,001 2 320,003
At 30 June 2022 1 2 3

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 property7,699,996
Stock1,281,660
Total assets and liabilities acquired8,981,656


Consideration9,381,660


Goodwill400,004

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 - 4,246,783 449,295
Additions 6,538,674 2,901,734 44,542
Disposals - (238,718 ) (10,588 )
At 30 June 2023 6,538,674 6,909,799 483,249
DEPRECIATION
At 1 July 2022 - 82,172 210,186
Charge for year 31,838 267,750 46,193
Eliminated on disposal - (3,183 ) (6,484 )
At 30 June 2023 31,838 346,739 249,895
NET BOOK VALUE
At 30 June 2023 6,506,836 6,563,060 233,354
At 30 June 2022 - 4,164,611 239,109

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 4,185,961 295,347 9,177,386
Additions 1,662,165 229,251 11,376,366
Disposals (12,850 ) - (262,156 )
At 30 June 2023 5,835,276 524,598 20,291,596
DEPRECIATION
At 1 July 2022 1,686,119 100,961 2,079,438
Charge for year 648,499 64,835 1,059,115
Eliminated on disposal (3,386 ) - (13,053 )
At 30 June 2023 2,331,232 165,796 3,125,500
NET BOOK VALUE
At 30 June 2023 3,504,044 358,802 17,166,096
At 30 June 2022 2,499,842 194,386 7,097,948

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 3,754,595 1,757,698

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 21,001 6,330
Amounts owed by group undertakings - 9,223,882
Other debtors 118,763 70,113
Tax 142,677 -
VAT - 101,300
Deferred tax asset 6,809 -
Prepayments and accrued income 850,166 440,137
1,139,416 9,841,762

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 9,169,198 -

Aggregate amounts 10,308,614 9,841,762

Deferred tax asset
2023

£   
Accelerated capital allowances (1,454,770 )
Tax losses carried forward 1,454,612
Other timing differences 6,967
6,809

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
£    £   
Trade creditors 2,575,861 2,037,938
Amounts owed to group undertakings 81,338 9,239,891
Tax 949 -
Social security and other taxes 887,714 75,225
Other creditors 1,055,921 408,079
Accruals and deferred income 226,204 230,460
4,827,987 11,991,593

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
as restated
£    £   
Amounts owed to group undertakings 21,733,119 -
Other creditors 400,000 -
22,133,119 -

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 1,316,430 960,052
Between one and five years 6,483,618 6,167,479
In more than five years 26,065,341 28,639,670
33,865,389 35,767,201

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 250,453
Other timing differences 45,959
296,412

Deferred
tax
£   
Balance at 1 July 2022 296,412
Provided during year (303,221 )
Balance at 30 June 2023 (6,809 )

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: as
restated
£    £   
5,000,100 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 - 4,294,092

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.

Key management personnel of the entity or its parent (in the aggregate)
2023 2022
as restated
£    £   
Purchases 680 401

Other related parties
2023 2022
as restated
£    £   
Purchases - 47,187
Amount due to related party - 49,789

During the year, a total of key management personnel compensation of £ 724,361 (2022 - £ 645,607 ) was paid.