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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 30th June 2024






TGC (2015) Limited (Registered number: 09409991)






Contents of the Financial Statements
for the year ended 30th June 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 10

Income Statement 13

Other Comprehensive Income 14

Balance Sheet 15

Statement of Changes in Equity 16

Notes to the Financial Statements 17


TGC (2015) Limited

Company Information
for the year ended 30th June 2024







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 30th June 2024

The directors present their strategic report for the year ended 30th June 2024.

REVIEW OF BUSINESS
The Company operates four garden centres based at Tong, Tingley, Otley and Bingley. The year under review represents the first full year of trading as a four site business. In March 2024, the Company's Directors and Management also took responsibility for running the York and Scarborough sites on behalf of YGC Partners Ltd, a joint venture 50% owned by the shareholders of YGC Group Ltd. TGC (2015) receives an annual management fee for running these two sites. YGC Partners opened its third site at Pennine Garden Centre, in March 2025.

The Company's sales grew by 9.0% on the prior year. Garden Centre sales grew by 3.9%, restaurant sales grew by 20% and revenue from our children's play businesses, Grass Hoppers and Mission Out, increased by 22%.

Garden Centre sales continued to be held back by subdued demand for bigger ticket items, particularly within Furniture and Christmas lines. Much of the growth in garden centre sales came from the newly constructed site at Tingley and the recently acquired sites at Otley and Bingley. Furthermore, like much of the UK garden centre industry, the business was significantly affected by the extremely poor weather conditions in the UK, with the UK affected by exceptionally cold, damp weather for the majority of the peak Spring trading period.

All four sites have shown strong year on year growth in restaurant sales. Like for like growth rates at Otley and Tingley (adjusted for partial year's trading in the prior year) were particularly strong at 21.7% and 11.5% respectively.

Children's Play continued to perform strongly with Tong Grass Hoppers up 7.7%; Tingley Grass Hoppers and Mission Out showed growth of 19.0% and 9.8% on a like for like basis.

Gross profit margin increased from 51.2% to 53.5% reflecting strong growth in higher margin restaurant and children's play sales.

Administrative expenses of £15.2m represented a 7.1% year on year increase. This reflects a full year of costs for the three sites opened during the prior year. In particular, staff costs increased by 4.1% on prior year, despite a rise in the minimum wage of 9.8% in April 2024 and a 9.7% rise in April 2023. Costs associated with the expanded number of Christmas Grottos and the new Tingley ice rink led to an increase of c.£0.3m. Heat, light and power costs of £0.8m represented a welcome 2.5% reduction on the prior year - more significant reductions will be seen in 2025 and 2026.

Adjusted EBITDA for the year of £1.2m was a significant increase on the prior year (£0.3m), albeit significantly below expectations. .

Interest charges from YGC Group have increased, reflecting an increase in base rates during the year and also interest resulting from additional shareholder loans. We are very pleased to continue having strong support from both of these key stakeholders. On 3rd March 2025, in YGC Group Ltd, a debt to equity swap was undertaken on the loan notes held by Birch Valley Holdings Limited and the preference shares, both with additional interest rolled up. This will result in an annual interest reduction of c.£0.7m per annum.

These results were below the expectations of the board. Sales growth was subdued due to the continuing low consumer confidence in the UK, coupled with the very poor Spring weather conditions. However, it has been pleasing to see improved gross margin percentages, increased levels of other operating income and well managed staff costs and other overheads which have contributed significantly to the EBITDA growth in the year.

In the current financial year to 30th June 2025 ("FY25"), trading conditions remain challenging, albeit we are pleased to report strong EBITDA growth of £0.6m (222%) in the seven months to January 2025. Total sales of £14.8m are in line with prior year, however reductions in other costs of sale, staff costs and other overheads have saved over £0.5m versus the prior year.

TGC (2015) Limited (Registered number: 09409991)

Strategic Report
for the year ended 30th June 2024


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. 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 and the three YGC Partners sites, or within the head office function at Tong.

We were proud to have been awarded the Retail Company of the Year in the British HR Awards in April 2024, for the second year in a row.

PRINCIPAL RISKS AND UNCERTAINTIES
As a Board, we continue to regard consumer spending as the main risk to the business.

Staff costs remain a significant concern for the business with another significant rise in National Living Wage, coupled with significant rises in Employers' National Insurance, both due in April 2025. The impact of this will be close to £1.0m on an annual basis. In January 2025, the Directors took the very difficult decision to take corrective action to reduce headcount, which will save the business over £0.7m on an annual basis. Fortunately, we were able to mitigate the number of job losses by transferring some of our TGC (2015) team to the newly opened Pennine Garden Centre.

While we continue to monitor overheads 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 and we expect to see a reduction of over £0.1m from FY24 to FY25, with a similar reduction in FY26. In addition, the business is increasingly benefitting from increased buying power and margin, due to the expansion in the number of sites we are operating. This is proving to be useful in offsetting cost increases in other part of the business.

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.

SECTION 172(1) STATEMENT
The company is required to report how the directors have carried out their duties under Section 172 of the Companies Act 2006. The directors must act in the way it considers, in good faith, would be the most likely to promote the success of the company for the benefit of the members as a whole, and in doing so have regard (amongst other matters) to:

a) The likely consequences of any decision in the long term: see "Principal risks and uncertainties" and
"Strategic developments" sections of this Strategic Report.
b) The interests of the Group's employees: see "People & Culture" section of this Strategic Report, "Our
people" and "Disabled employees" sections of the Report of the Directors.
c) The need to foster the Group's business relationships with suppliers, customers and others: see "Our
approach to business" section of the Report of the Directors.
d) The impact of the Group's operations on the community and the environment: see "Our community"
and "The environment" sections of the Report of the Directors.
e) The desirability of the Group in maintaining a reputation for high standards of business conduct: see
"Our approach to business" section of the Report of the Directors.
f) The need to act fairly between shareholders of the Group: see "Principal risks and uncertainties"
section of this Strategic Report and "Our approach to business" section of the Report of the Directors.


TGC (2015) Limited (Registered number: 09409991)

Strategic Report
for the year ended 30th June 2024

STRATEGIC DEVELOPMENTS
Having launched the Green Card loyalty scheme across all our sites in April 2024, the scheme has been a great success, with c.95,000 members signed up as at March 2025.

Yorkshire Garden Centres joined the Tillington Group on 30th September 2024. Founded in 1993, the Tillington Group of Garden Centres is an association of some of the best independent garden centre businesses in the UK, co-operating in Buying and Marketing. There are currently 11 member companies with 41 garden centres, with a combined turnover of over £200m. This includes some of the biggest single turnover site centres in the UK, and winners of many National GCA Awards. The Tillington Group is non-profit making, all revenues are passed to members.

On 26th February 2025, YGC Partners Ltd opened its third site at Pennine. The re-opening of this well established and respected site cements the group's strong position in Yorkshire and will add further scale and growth opportunities for the business, and will increase the management charge payable to TGC (2015) by YGC Partners.

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. More information is available at our website:
www.yorkshiregardencentres.co.uk/climate-community-1

During the year, solar panels with c.120kW capacity were installed on the roof of Otley Garden Centre.

CAPITAL EXPENDITURE
In the financial year ending 30 June 2024, there were no significant capital expenditure projects, the largest investment related to the Otley solar panels.

Looking to the future, we are awaiting planning permission for the construction of a Grass Hoppers children's play facility at Otley. We hope to start construction in early 2026, with opening planned for July 2026.

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 30th June 2024

KEY PERFORMANCE INDICATORS
The board monitors progress on overall strategy by reference to the following key performance indicators:

2024 2023 2022
Sales growth 9.0% 54.7% 23.3% % rise in sales
since prior year
Gross profit % 53.5% 51.2% 51.9% Gross profit
expressed as a
percentage of
sales
Adjusted EBITDA £1.2m £0.3m £2.0m Profit before
interest, tax,
depreciation and
amortisation.
Excluding
inter-company rent
and management
charges
Average basket
size
£20.15 £22.88 £25.61 Average spend per
customer
Online sales £0.26m £0.39m £0.88m Annual sales
transacted online
ENPS +26 +50 +48 Employee Net
Promoter Score

ON BEHALF OF THE BOARD:





M W Farnsworth - Director


28th March 2025

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors
for the year ended 30th June 2024

The directors present their report with the financial statements of the company for the year ended 30th June 2024.

PRINCIPAL ACTIVITIES
The principal activities of the company in the year under review were those of a group of garden centres.

DIVIDENDS
Ordinary dividends of £nil (2023: £nil) were paid in the year.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st July 2023 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 Yorkshire Garden Centres. 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 Yorkshire Garden Centres. 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 group of strong independent garden centres 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.

GOING CONCERN
These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2026, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The company has made qualifying indemnity provisions for the benefit of its directors during the year, these provisions remain in force at the reporting date.

STREAMLINED ENERGY AND CARBON REPORTING
TGC (2015) Limited consumes more than 40,000 kWh of energy each year, therefore energy efficiency disclosures under the Streamlined Energy and Carbon Reporting regulations ("SECR") are disclosed below.


TGC (2015) Limited (Registered number: 09409991)

Report of the Directors
for the year ended 30th June 2024

This report summarises the greenhouse gas emissions (scope 1 and 2) and total energy consumption for this reporting year. It details the energy efficiency actions undertaken and the energy performance (intensity ratio) of YGC Group in the reporting year. It also summarises the methodologies used for all calculations.

The information provided complies with the UK government Streamlined Energy & Carbon Reporting (SECR) requirement, as implemented by the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Annual Reporting Figures

The reporting figures below include data from all YGC Group sites across the UK/globe for the period 1st July 2023 to 30th June 2024.

Table 1. Total Energy Consumption

Indicator Metric FY2024
Electricity kWh 1,909,800
Fuels kWh 1,867,116
Transport kWh 147,166
Total kWh 3,924,081

Table 2. Greenhouse gas emissions for scope 1 and 2

Indicator Metric FY2024
Scope 1 emissions (stationary combustion) tCO2e 356.18
Scope 1 emissions (company-owned
vehicles)
tCO2e 23.70
Scope 1 emissions (fugitive emissions) tCO2e 19.93

Total scope 1 emissions tCO2e 399.81
Total scope 2 emissions (location-based) tCO2e 395.42
Total scope 2 emissions (market-based) tCO2e 0

Scope 3 (employee-owned vehicles) tCO2e 12.62

Total scope 3 emissions tCO2e 12.62
Total scope 1, 2 & 3 emissions
(location-based)
tCO2e 807.85
Total scope 1, 2 & 3 emissions
(market-based)
tCO2e 412.43

Table 3. Intensity Ratio

Indicator Metric FY2024
GHG emissions intensity (total scope 1, 2 &
3 emissions location-based)
tCO2e per
£m revenue
32.04

Energy Efficiency Actions

During the reporting year, YGC Group has implemented several measures to reduce energy consumption and subsequently its carbon footprint.

YGC Group has taken numerous actions to reduce energy consumption and increase energy efficiency at its sites, this includes:


TGC (2015) Limited (Registered number: 09409991)

Report of the Directors
for the year ended 30th June 2024

- Created internal energy saving audits: Centre Managers have complete site wide energy
efficiency audits to review working practises, training, control measures and action plan areas for
energy saving. This is shared with teams and training offered to managers across sites.
Effectiveness is currently difficult to measure as the company is unable to track localised
departmental savings at each site, however, this has raised awareness, and success can be seen
in lighting and heating practises across all sites.
- Carbon literacy training: YGC Group trained teams with an in-house, accredited carbon literacy
training. Over 50% of the team have completed a 1-day course to raise awareness of the effects of
carbon. As part of this energy consumption and travel were both discussed and ways of reducing
the emissions associated with both were established.
- Octopus EV car leasing scheme: In September 2023, YGC Group launched an EV car leasing
programme. In FY24, 2 team members signed up to the scheme.
- Solar at Otley: YGC Group installed 227 solar panels at Otley Garden Centre, which saves
91,715kWh in energy per year.

Organisational Boundaries

In line with the reporting requirements for SECR, the organisational boundary encompasses YGC Group and any subsidiaries. The reported emissions and energy consumption data included the following business units/offices/facilities:

- Tong Garden Centre
- Tingley Garden Centre
- Otley Garden Centre
- Bingley Garden Centre

Methodology

YGC Group collects and reports data in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, Revised Edition, as well as the ISO14064-1 standard.

Data is based on energy and fuel consumption for the period 1st July 2023 to 30th June 2024.

Primary activity data was multiplied by the relevant emission factor to calculate the kWh figures (Table 1) and the tonnes of carbon dioxide equivalent figures (Table 2).

As per best practice, scope 2 emissions were dual reported and calculated using both location- and market-based approaches. The location-based electricity was calculated by multiplying primary consumption data by the average emissions intensity of the grid where the energy is consumed. Market-based electricity was calculated to account for the use of renewable electricity by quantifying the emissions based on contractual instruments of the purchased electricity products. Contractual instruments for YGC Group include direct contracts for low-carbon/renewable generation. Where a contractual instrument is not in place for a site, the default residual mix emission factor, which represents the unclaimed energy in the market, was used.

As per the GHG Protocol, also included in scope 2 GHG emissions are the electricity emissions associated with plug-in hybrid and battery electric company vehicles. This has been calculated by multiplying the mileage by the relevant emission factor.

For fuel use in company-owned vans, spend was provided and this was then multiplied by average price per litre across the reporting period. For other company-owned and employee-owned vehicles, distance data was derived from expenses using the company's price per mile expense policy.

Emission factors

Emission factors were sourced from DEFRA 2024, published by the UK Department for Energy Security and Net Zero. For two types of refrigerant (r134a and r449a), emissions factors were derived from Infraserv's emissions tool, as they were unavailable on the DEFRA database.


TGC (2015) Limited (Registered number: 09409991)

Report of the Directors
for the year ended 30th June 2024

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.

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

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M W Farnsworth - Director


28th March 2025

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 30th June 2024 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 30th June 2024 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 nine, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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.

Report of the Independent Auditors to the Members of
TGC (2015) Limited


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.

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

28th March 2025

TGC (2015) Limited (Registered number: 09409991)

Income Statement
for the year ended 30th June 2024

2024 2023
Notes £    £   

TURNOVER 3 25,213,452 23,134,874

Cost of sales 11,736,557 11,292,731
GROSS PROFIT 13,476,895 11,842,143

Administrative expenses 15,175,429 14,164,139
(1,698,534 ) (2,321,996 )

Other operating income 1,479,763 459,920
OPERATING LOSS 5 (218,771 ) (1,862,076 )

Interest receivable and similar income 622,892 450,000
404,121 (1,412,076 )

Interest payable and similar expenses 6 1,622,703 572,035
LOSS BEFORE TAXATION (1,218,582 ) (1,984,111 )

Tax on loss 7 (283,537 ) (458,461 )
LOSS FOR THE FINANCIAL YEAR (935,045 ) (1,525,650 )

TGC (2015) Limited (Registered number: 09409991)

Other Comprehensive Income
for the year ended 30th June 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (935,045 ) (1,525,650 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(935,045

)
Prior year adjustment 145,321
TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(1,380,329

)

TGC (2015) Limited (Registered number: 09409991)

Balance Sheet
30th June 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 253,272 320,003
Tangible assets 9 16,580,489 17,166,096
16,833,761 17,486,099

CURRENT ASSETS
Stocks 10 4,075,383 3,754,595
Debtors: amounts falling due within one
year

11

2,637,872

1,139,416
Debtors: amounts falling due after more
than one year

11

8,704,248

9,169,198
Cash at bank and in hand 1,501,796 677,276
16,919,299 14,740,485
CREDITORS
Amounts falling due within one year 12 6,410,432 4,827,987
NET CURRENT ASSETS 10,508,867 9,912,498
TOTAL ASSETS LESS CURRENT
LIABILITIES

27,342,628

27,398,597

CREDITORS
Amounts falling due after more than one
year

13

23,012,195

22,133,119
NET ASSETS 4,330,433 5,265,478

CAPITAL AND RESERVES
Called up share capital 17 5,000,100 5,000,100
Retained earnings (669,667 ) 265,378
SHAREHOLDERS' FUNDS 4,330,433 5,265,478

The financial statements were approved by the Board of Directors and authorised for issue on 28th March 2025 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 30th June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st July 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 30th June 2023 5,000,100 265,378 5,265,478

Changes in equity
Total comprehensive income - (935,045 ) (935,045 )
Balance at 30th June 2024 5,000,100 (669,667 ) 4,330,433

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements
for the year ended 30th June 2024

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.

Going Concern
These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2026, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

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.

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

2. ACCOUNTING POLICIES - continued

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.

Goodwill
Positive purchased goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life of 5 years. It is reviewed for impairment to determine whether there are any events or changes in circumstances which indicate that the carrying value may not be recoverable.

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.

Computer software - 5 years straight line

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.

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

2. ACCOUNTING POLICIES - continued

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.

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.

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. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Garden Centre 16,846,643 16,212,990
Restaurants 5,089,546 4,237,153
Children's Play 3,277,263 2,684,731
25,213,452 23,134,874

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 7,734,037 7,545,504
Social security costs 538,935 447,228
Other pension costs 224,902 167,555
8,497,874 8,160,287

The average number of employees during the year was as follows:
2024 2023

Management 9 7
Other 477 405
486 412

The total employee benefits of the key management personnel (including employer pension contributions and employer national insurance contributions) received by key management personnel for their services to the company were £700,673 (2023: £724,361).

2024 2023
£    £   
Directors' remuneration 174,868 184,763
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

Information regarding the highest paid director is as follows:

2024 2023
£ £
Emoluments etc 195,943 208,095

5. OPERATING LOSS

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

2024 2023
£    £   
Other operating leases 1,574,810 1,330,411
Depreciation - owned assets 1,129,205 1,059,115
Loss/(profit) on disposal of fixed assets 5,840 (41,665 )
Goodwill amortisation 80,124 80,004
Computer software amortisation 957 -
Auditors' remuneration 18,000 17,684
Rent received from operating leases (502,466 ) (349,871 )
Operating lease payments for lease of equipment and vehicles 11,630 4,633
Auditors remuneration for other taxation services 1,900 -

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Other interest 1,622,703 572,035

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
Under / over provision of corporation tax in prior
year

-

(155,240

)

Deferred tax:
Deferred tax (258,013 ) (303,221 )
Overprovision in prior year (25,524 ) -
Total deferred tax (283,537 ) (303,221 )
Tax on loss (283,537 ) (458,461 )

UK corporation tax has been charged at 25% .

Reconciliation of total tax credit 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:

2024 2023
£    £   
Loss before tax (1,218,582 ) (1,984,111 )
Loss multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 25%)

(304,646

)

(496,028

)

Effects of:
Expenses not deductible for tax purposes 1,128 24,995
Capital allowances in excess of depreciation (5,884 ) -
Utilisation of tax losses - 61,098
Adjustments to tax charge in respect of previous periods (1,005 ) -
Deprecation on non qualifying assets 52,395 24,942

Under / over provision of corporation tax in the prior year - 38,411
Under / over provision of deferred tax in the prior year (25,525 ) -
Super-deduction capital allowances - (111,879 )
Total tax credit (283,537 ) (458,461 )

The expected net reversal of deferred tax assets and liabilities in 2024 is £223,105. This is due to the reversal of accelerated capital allowances and other timing differences.

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

8. INTANGIBLE FIXED ASSETS
Patents
and Computer
Goodwill licences software Totals
£    £    £    £   
COST
At 1st July 2023 400,005 2 - 400,007
Additions - - 14,350 14,350
At 30th June 2024 400,005 2 14,350 414,357
AMORTISATION
At 1st July 2023 80,004 - - 80,004
Amortisation for year 80,124 - 957 81,081
At 30th June 2024 160,128 - 957 161,085
NET BOOK VALUE
At 30th June 2024 239,877 2 13,393 253,272
At 30th June 2023 320,001 2 - 320,003

Goodwill includes all related business intellectual property, names, websites etc. from the acquisition of the trade and assets of Stephen H Smith Garden & Leisure in 2022 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.

9. TANGIBLE FIXED ASSETS
Freehold Long Plant and
property leasehold machinery
£    £    £   
COST
At 1st July 2023 6,538,674 6,909,799 483,249
Additions 32,535 128,119 936
Disposals - (5,939 ) (20,195 )
Reclassification/transfer - - -
At 30th June 2024 6,571,209 7,031,979 463,990
DEPRECIATION
At 1st July 2023 31,838 346,739 249,895
Charge for year 35,255 306,638 34,564
Eliminated on disposal - (436 ) (8,545 )
Reclassification/transfer - - -
At 30th June 2024 67,093 652,941 275,914
NET BOOK VALUE
At 30th June 2024 6,504,116 6,379,038 188,076
At 30th June 2023 6,506,836 6,563,060 233,354

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

9. TANGIBLE FIXED ASSETS - continued

Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1st July 2023 5,835,276 524,598 20,291,596
Additions 400,105 550 562,245
Disposals (280 ) - (26,414 )
Reclassification/transfer - (1,400 ) (1,400 )
At 30th June 2024 6,235,101 523,748 20,826,027
DEPRECIATION
At 1st July 2023 2,331,232 165,796 3,125,500
Charge for year 682,276 70,472 1,129,205
Eliminated on disposal (93 ) - (9,074 )
Reclassification/transfer - (93 ) (93 )
At 30th June 2024 3,013,415 236,175 4,245,538
NET BOOK VALUE
At 30th June 2024 3,221,686 287,573 16,580,489
At 30th June 2023 3,504,044 358,802 17,166,096

Finance costs of £82,281 have been capitalised during the construction of leasehold improvements to reflect the assets true cost.

10. STOCKS
2024 2023
£    £   
Stocks 4,075,383 3,754,595

Stock recognised in cost of sales during the year as an expense was £11,121,520 (2023: £10,942,916). A stock loss of £231,729 (2023 : £138,750) was recognised in cost of sales.

11. DEBTORS
2024 2023
£    £   
Amounts falling due within one year:
Trade debtors 246,225 21,001
Amounts owed by group undertakings 545,000 -
Amounts owed by participating interests 88,076 -
Other debtors 334,053 118,763
Tax - 142,677
Deferred tax asset 290,346 6,809
Prepayments and accrued income 1,134,172 850,166
2,637,872 1,139,416

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

11. DEBTORS - continued
2024 2023
£    £   
Amounts falling due after more than one year:
Amounts owed by group undertakings 8,704,248 9,169,198

Aggregate amounts 11,342,120 10,308,614

Deferred tax asset
2024 2023
£    £   
Accelerated capital allowances (1,386,092 ) (1,454,770 )
Tax losses carried forward 1,668,246 1,454,612
Other timing differences 8,192 6,967
290,346 6,809

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 2,773,310 2,575,861
Amounts owed to group undertakings 211,414 81,338
Tax 5,776 949
Social security and other taxes 856,917 887,714
Other creditors 1,546,999 1,055,921
Accruals and deferred income 1,016,016 226,204
6,410,432 4,827,987

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Amounts owed to group undertakings 22,712,195 21,733,119
Other creditors 300,000 400,000
23,012,195 22,133,119

There are no creditors with amounts falling due after more than 5 years (2023: Nil).

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

14. LEASING AGREEMENTS
Minimum lease payments under non-cancellable operating leases fall due as follows:

2024 2023
Falling due: £ £
Within one year 1,528,005 1,316,430
Between one and five years 6,445,732 6,403,618
Over five years 25,665,571 27,235,341
33,639,308 34,953,995

The minimum operating lease receipts falling due in the future are:

2024 2023
Falling due: £ £
Within one year 382,617 222,704
Between one and five years 521,500 212,833
Over five years - -
904,117 435,537

15. SECURED DEBTS

HSBC UK Bank PLC hold a charge created on 28 July 2022. The charge consists of a fixed charge against specific freehold property, and the charge contains a negative pledge.

HSBC UK Bank PLC hold a charge created on 28 December 2018. The charge consists of a fixed charge against specific leasehold property, and the charge contains a negative pledge.

HSBC UK Bank PLC hold a unlimited multilateral guarantee created 28 December 2018. The charge consists of a fixed charge over all present and leasehold property, and a floating charge over current and future assets.

16. DEFERRED TAX
£   
Balance at 1st July 2023 (6,809 )
Credit to Income Statement during year (258,012 )
Prior year reversal (25,525 )
Balance at 30th June 2024 (290,346 )

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
5,000,100 Ordinary £1 5,000,100 5,000,100

18. PENSION COMMITMENTS

The company makes contributions to a defined contribution pension scheme. The charge for the period amounted to £226,902 (2023: £167,555). At 30th June 2024 there were outstanding contributions of £50,542 (2023: £58,805).

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued
for the year ended 30th June 2024

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, or Estate Office, Eastburn Road, Eastburn, Driffield, YO25 9DP.

The ultimate controlling party of TGC (2015) Limited are the directors of Birch Valley Holdings Limited, with not one shareholder owning greater than 50% of the shareholding.

20. CONTINGENT LIABILITIES

The company is party to legal charges, unlimited multilateral guarantee and a debenture over the assets over the company in HSBC UK Bank's favour.The potential liability of the company under this agreement amounts to £15,325,269 (2023: £15,850,547). The company is also part of a group VAT registration. At 30th June 2024 the potential liability of the company under the registration was £739,341 (2023: £743,951).

21. 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)
2024 2023
£    £   
Purchases - 680

Other related parties
2024 2023
£    £   
Interest paid to related party on loan balances 130,321 -
Sales made to related party during the year 227,662 -
Amount due to related party 88,126 -

During the year, a total of key management personnel compensation of £ 700,673 (2023 - £ 724,361 ) was paid.