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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
COMPANY INFORMATION
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TVG TOPCO LIMITED
CONTENTS
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TVG TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their strategic report together with the audited financial statements for the period ended 31 December 2023.
TVG Topco Limited is a holding company for the UK operations of the multi-national entertainment & hospitality operator, tvg hospitality. Founded by the directors, tvg hospitality has developed the revered “third-space” concepts Southwark Quarter, Flat Iron Square, Omeara & Lafayette in London.
Total group revenue for 2023 was £12.1m, an increase of £1.4m (13%) from 1 January 2023. The increase can be attributed to revenues at the Southwark Quarter site increasing, as a result of venue closures in 2022 through site refurbishment and development that have now been completed. The operating loss for the year was £7.5m, compared to an operating loss in the prior year of £10.1m, a change of £2.6m. The prior year loss contained a one-off impairment charge of £3.4m, reducing the change to £6.7m when excluding this item. Despite revenues increasing in the year, the Group faced increased cost pressures in the year which have adversely impacted the both the gross profit margin and the Group administrative cost base. The Group closed the year with net liabilities of £19.4m, which includes £26m of intercompany creditors due to the US parent company it's US subsidiaries. In September 2024 intercompany debt of £25,984,669 in place at 31 December 2023 was written off as part of a change in direct ownership of TVG Topco Limited. At the time of write off the total value of the debt waived was £27,386,603 as it had increased since the year end. On 23 September 2024, a subsidiary of TVG Topco Limited known as Somers Town Limited, that is consolidated as part of the group, entered administration. Following this a CVA was agreed with creditors in January 2025. On 22 January 2025, a new 100% subsidiary of TVG Topco Limited was incorporated with share capital of £100 Ordinary shares.
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TVG TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Alongside the opportunities, the directors face a number of risks and uncertainties which the directors actively identify and monitor.
Rising costs and inflation Through 2024, inflation has eased compared to last year, with the CPI index rising 2.5% in the UK. This gives rise to a number of challenges, including rising operating costs, pressures on the group to raise its own prices and consequently a potential slow down in consumer demand for hospitality, which could negatively impact the operating margins for the group. Liquidity and Cash Flow Risk Liquidity and cash flow risk remain key considerations for the Group, particularly given the seasonal and demand-sensitive nature of the hospitality sector. While trading conditions improved in parts of 2023, cost pressures—including energy, labour, and supply chain inflation—impacted margins and increased the importance of active cash flow management. At 31 December 2023, the Group held a cash balance of £0.7 million. We continued to closely monitor working capital, regularly update cash flow forecasts, and manage supplier and customer payment terms to preserve liquidity. Finance Risk The Group is exposed to finance risk primarily through variable interest rates on deferred consideration and broader market conditions. Although UK interest rates remained broadly stable during 2023, they had risen sharply in the preceding years, increasing the cost of servicing deferred consideration liabilities linked to floating rates. As a hospitality business with a high fixed-cost base, elevated financing costs continue to impact cash flow and profitability. We monitor interest rate exposure closely and assess options to manage this risk effectively. While the Group does not operate under financial covenants, maintaining a prudent capital structure and ensuring ongoing access to liquidity remain central to our financial strategy.
Non financial KPI's are monitored on a regular basis and include staff turnover and hours worked, customer reviews and venue event space utilisation. These are reviewed regularly by management and appropriate action is taken where required. Management is satisfied with the performance of these KPIs during the year.
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TVG TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
For the period ended 31 December 2023, TVG Topco Limited made a total comprehensive loss of £7.6m, closing the period with consolidated net liabilities of £19.3m and cash balances of £0.7m.
Losses continued into 2024, which further consumed cash balances, and the directors considered the business to have underperformed post year end. As a result, they took significant action during September 2024. TVG Topco Group, which represents the Lovett Enterprises Group’s entire interest in the UK market, was sold by its immediate parent, Venue Group LLC, to Lovett Enterprises Limited for $1. As part of this sale, all intercompany debts between TVG Topco Group and Venue Group LLC were written off. See post balance sheet events for more details. Following this, the Directors of the TVG Topco were able to take further initiatives to secure the future for this business, with one entity in the group that leases an underperforming site entering administration in September 2024, followed by it agreeing a CVA with creditors in January 2025. As part of this, a viable business plan for this site going forwards was prepared. Since the year end there have been several changes to the operation at Southwark Quarter, including new partnerships with external parties on some areas of the site and renegotiations on landlord leases. The Directors consider operating focus for Southwark Quarter to be on Flat Iron Square and Omeara. Both these initiatives, and others, have simplified the business and enabled a reduced headcount in the support function. With these changes in mind, the Directors have prepared a cash forecast for the period through to December 2026. This demonstrates that the business can begin to generate cash if forecast revenue growth and cost cutting is achieved. Given the value of legacy liabilities, it is likely that additional funding will be required to navigate through the upcoming trading period, and negotiation will be required with the holders of the liabilities that remain or are not covered by the agreed CVA. The business has demonstrated that it is able to navigate through challenging conditions in the past and the Directors have the intention to continue to trade the sites. The Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis, but material uncertainty which may cast significant doubt over the group’s ability to continue as a going concern exists, due to the level of unpaid liabilities and future cashflow requirements.
The directors will continue to monitor market trends and explore opportunities to enhance the company’s position within the events and hospitality sector. While there are no specific developments currently planned, the directors remain committed to identifying and implementing strategies that will support long-term growth and ensure the company remains competitive in an evolving market landscape.
This report was approved by the board on 19 June 2025 and signed on its behalf.
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TVG TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation and non-controlling interests, amounted to £7,713,352 (2023 - loss £8,664,123).
The directors do not recommend the payment of a dividend (1 January 2023 - £nil)
The directors who served during the period were:
The Group recognises that employee engagement is critical to delivering exceptional service and achieving long-term success in the hospitality sector. We continue to invest in initiatives aimed at fostering a positive and inclusive working environment. Key engagement activities during the year included bi-annual performance reviews and structured objective setting, regular on-the-job feedback, and ongoing training to support professional development. We also conducted informal employee surveys to gather feedback and encourage open dialogue, alongside company-wide presentations to ensure alignment with business goals and to celebrate team achievements. These initiatives support a culture of transparency, recognition, and continuous improvement across all levels of the organisation.
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TVG TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
See Note 27 for further details.
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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TVG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TVG TOPCO LIMITED
We have audited the financial statements of TVG Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.3 in the financial statements, which indicates that the Group has significant legacy liabilities which remain unpaid, and that revenue growth and cost cutting is required to become cash generative going forwards. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TVG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TVG TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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TVG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TVG TOPCO LIMITED (CONTINUED)
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 an Auditors' Report 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the food, beverage and events sector, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: • inspecting correspondence with regulators and tax authorities; • discussions with management including consideration of known or suspected instances of non compliance with laws and regulation and fraud; • evaluating management’s controls designed to prevent and detect irregularities; • identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and • challenging assumptions and judgements made by management in their critical accounting estimates.
Because of 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. 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 Auditors' Report.
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TVG TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TVG TOPCO LIMITED (CONTINUED)
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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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TVG TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
REGISTERED NUMBER: 11567369
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 42 form part of these financial statements.
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TVG TOPCO LIMITED
REGISTERED NUMBER: 11567369
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
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TVG TOPCO LIMITED
REGISTERED NUMBER: 11567369
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 42 form part of these financial statements.
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TVG TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
TVG Topco Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The registered office address is 49 Southwark Street, London, England, SE1 1RU.
The principal activity of the company during the year was that of a holding company. These financial statements are presented in the Pound Sterling (GDP) and are presented to the nearest pound. The comprise of the financial statements of the company for the period ended 31 December 2023. The company has determined that Pound sterling is its functional currency, as this is the currency of the economic environment in which the company predominantly operates.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 13 September 2018.
The company was originally established as the holding company for the US operations of the it’s ultimate parent, Lovett Enterprises Limited. Through a group restructuring exercise in 2020, the company now holds investments in the UK operations of Lovett Enterprises Limited and has disposed of the US operations.
The reconstructed group was consolidated using merger accounting principles which treated the restructured group as if it had always been in existence. In the group financial statements, merges subsidiary undertakings are treated as if they had always been a member of the group. The comparative figures for the prior year include its results for that period, the assets and liabilities at the previous reporting ate and the shares issued by the company as consideration as if they had always been in issue.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
For the period ended 31 December 2023, TVG Topco Limited made a total comprehensive loss of £7.6m, closing the period with consolidated net liabilities of £19.3m and cash balances of £0.7m.
Losses continued into 2024, which further consumed cash balances, and the directors considered the business to have underperformed post year end. As a result, they took significant action during September 2024. TVG Topco Group, which represents the Lovett Enterprises Group’s entire interest in the UK market, was sold by its immediate parent, Venue Group LLC, to Lovett Enterprises Limited for $1. As part of this sale, all intercompany debts between TVG Topco Group and Venue Group LLC were written off. See post balance sheet events for more details. Following this, the Directors of the TVG Topco were able to take further initiatives to secure the future for this business, with one entity in the group that leases an underperforming site entering administration in September 2024, followed by it agreeing a CVA with creditors in January 2025. As part of this, a viable business plan for this site going forwards was prepared. Since the year end there have been several changes to the operation at Southwark Quarter, including new partnerships with external parties on some areas of the site and renegotiations on landlord leases. The Directors consider operating focus for Southwark Quarter to be on Flat Iron Square and Omeara. Both these initiatives, and others, have simplified the business and enabled a reduced headcount in the support function. With these changes in mind, the Directors have prepared a cash forecast for the period through to December 2026. This demonstrates that the business can begin to generate cash if forecast revenue growth and cost cutting is achieved. Given the value of legacy liabilities, it is likely that additional funding will be required to navigate through the upcoming trading period, and negotiation will be required with the holders of the liabilities that remain or are not covered by the agreed CVA. The business has demonstrated that it is able to navigate through challenging conditions in the past and the Directors have the intention to continue to trade the sites. The Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis, but material uncertainty which may cast significant doubt over the group’s ability to continue as a going concern exists, due to the level of unpaid liabilities and future cashflow requirements.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Sale of food and beverage These revenues are recorded net of discounts and tips from customers and excluding value added tax. The revenue is recognised as the products are delivered to customers. Venue hire Venue hire for events is recognised at the time the event takes place. Deposits are recognised as deferred income until this time. Sponsorship revenue Sponsorship revenues, where income is received from partners for on-site branding and marketing, is recognised when the sponsorship period occurs. Cash received in advance is recognised as deferred income. Property rental revenue Food vendors are charged a fee for renting space and this is recognised in the periods in which these fees are earned.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. Impairment of tangible and intangible assets, including goodwill Management determine whether there are external or internal indicators of impairment of the group's tangible and intangible fixed assets. At 31 December 2023 indicators of impairment were identified given rising interest rates and a challenging trading environment, therefore a full impairment review was carried out. Each site has been identified as a separate cash generating unit (CGU) for the purpose of the impairment review, as these were considered to be the smallest identifiable group of assets that generate cash inflows. A value in use model was used, and this was obtained by estimating the present value of future cash flows expected to be driven from each CGU. Detailed forecasts were prepared for 2025 and a long-term growth rate of 2% (period ended 1 January 2023 – 2%) was applied for subsequent years. A discount rate of 14.43% (period ended 1 January 2023 – 14.43%) was applied. The value in use calculations used the lease length for the fixed asset impairment review as this was the period over which the entity is expected to derive economic benefits from the asset, and used a longer period for the goodwill impairment review as the benefit of acquiring the business is not considered to be restricted to the length of the lease. Sensitivity analysis was then applied to this impairment review, to show the impact of neither site becoming profitable and of reduced revenue / cashflow growth. The final value in use was identified by applying probability analysis on the likelihood of each of these outcomes. No impairment charge has been recognised in the period to 31 December 2023 (period ended 1 January 2023 – impairment charge of £3.25m on fixed assets) as a result of this review. If the business does not achieve the forecast growth and therefore does not achieve the forecast future cashflows for the sites, then there is likely to be a material impairment charge over the fixed assets and the goodwill. Impairment of investments in subsidiaries (company) Management have considered whether impairment is required on the investments in subsidiaries held by TVG Group Ltd. The investment value relates to subsidiaries that operate one of the CGU’s assessed in the fixed assets impairment review. The same value in use calculations as described above were therefore used to justify the investment carrying value. No impairment charge has been recognised in the period to 31 December 2023 (period ended 1 January 2023 – no charge) as a result of this review. If the CGU does not achieve the forecast growth and therefore does not achieve the forecast future cashflows for the sites, then there is likely to be a material impairment charge on the investment in subsidiaries carrying value. Depreciation of tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Given the material nature of fixed assets, any change in useful economic life could have a material impact on the prospective depreciation charge. Amortisation of goodwill Goodwill is amortised over a 10 year period. This has been identified as the useful economic live of the benefit obtained from the acquisition of Flat Iron Square, which is what the goodwill relates to and now forms part of the Southwark Quarter operated by the group. Were the actual useful life to be shorter than
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
3.Judgments in applying accounting policies (continued)
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 29
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 30
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 31
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
11.Taxation (continued)
There were no factors that may affect future tax charges.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 33
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 34
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 35
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
14.Tangible fixed assets (continued)
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 37
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 38
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 39
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 40
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Other reserves
Profit and loss account
This group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £133,572 (period ended 1 January 2023 - £121,970). Contributions totalling £1,807 (period ended 1 January 2023 - £41,370) were payable to the fund at the reporting date and are included in creditors.
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TVG TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
On 23 September 2024, a subsidiary of TVG Topco Limited known as Somers Town Limited, that is consolidated as part of the group, entered administration. Following this a CVA was agreed with creditors in January 2025. On 22 January 2025, a new 100% subsidiary of TVG Topco Limited was incorporated with share capital of £100 Ordinary shares.
The company's immediate parent undertaking is Venue Group LLC, a company incorporated in the United States of America.
The ultimate parent undertaking is Lovett Enterprises Limited, a company incorporated in the United Kingdom. The smalled and largest group preparing consolidated financial statements, of which TVG Topco Limited is a member, is Lovett Enterprises Limited. The consolidated financial statements will be available from Companies House. In the opinion of the directors, the ultimate controlling party is Ben Lovett through his controlling stake in Lovett Enterprises Limited.
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