Company registration number SC504905 (Scotland)
TGC HOLDINGS LIMITED GROUP
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
TGC HOLDINGS LIMITED GROUP
COMPANY INFORMATION
Directors
Mr A A Cochrane
Mrs G A Cochrane
Company number
SC504905
Registered office
Chapelshade House
78-84 Bell Street
Dundee
DD1 1HN
Auditor
MMG Archbold Limited
78-84 Bell Street
Dundee
DD1 1RQ
TGC HOLDINGS LIMITED GROUP
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11 - 12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 36
TGC HOLDINGS LIMITED GROUP
STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 1 -

The directors present the strategic report for the year ended 29 February 2024.

Review of the business

2024 has been another challenging year for the Group, as the industry at large continues to navigate uncertainties arising from regularly increasing costs.

Although the turnover has dropped in 2024 this was expected with two venues leaving the group in November 2023. On a like for like basis the turnover has been maintained but the continued rise in people and premises costs has weighed heavily on the result for the year.

T he Group continues to look forward with optimism despite the challenges faced. The cash position of the remains extremely strong, with there being sufficient funds in the current account to meet ongoing commitments.

Future Developments
With the uncertainty brought about by rising interest and mortgage rates, not to mention the current geopolitical impact of the conflict in the Ukraine along with the current cost of living crisis, change in employers national insurance and continued increase in the living wages; it is difficult for the Directors to state with full confidence how this will all ultimately effect the hospitality market in the medium to longer term.

The Group will continue to gauge consumer confidence in the hospitality sector and continue with its activities in line with this information.

Financial key performance indicators (KPIs)

The directors use the following key performance indicators to measure the company's performance:-

202 4 202 3

Gross profit % on trading activity 42.48% 51.06%

Net profit % on trading activity 3.34% 17.57%

Turnover £8.288m £8.456m

Profit before tax £0.278m £1.486m

Non financial key performance indicators (KPIs)

The directors consider a number of non financial performance indicators on an ongoing basis, such as the recruitment and retention of talented employees with the skills to meet its objectives and the monitoring of customer satisfaction.

Financial risk management objectives and strategies

Due to the company's strong cash position and the fact that it has no external borrowings, the directors are of the opinion that the company is well placed to weather the current conditions in the hospitality sector. The company will also continue to seek to take advantage of opportunities that may arise to enhance offering at its existing venues and identify potential new sites..

TGC HOLDINGS LIMITED GROUP
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 2 -
Principal risks and uncertainties

The principal risk facing the business is the continuing uncertainty facing the UK economy with increasing staff costs. The shifting demand to attend nightclub and entertainment venues after the jump following Covid along with personal budget constraints arising from inflation and rising interest rates along with the ever increasing costs of living could end up with consumers cutting back further on their discretionary spending. .

On behalf of the board

Mr A A Cochrane
Director
12 September 2025
TGC HOLDINGS LIMITED GROUP
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 3 -

The directors present their annual report and financial statements for the year ended 29 February 2024.

Principal activities

The principal activities of the group is that off nightclub and entertainment venue operators and owners.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £60,800. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr A A Cochrane
Mrs G A Cochrane
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

The auditor, MMG Archbold Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

TGC HOLDINGS LIMITED GROUP
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr A A Cochrane
Director
12 September 2025
TGC HOLDINGS LIMITED GROUP
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 5 -

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TGC HOLDINGS LIMITED GROUP
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TGC HOLDINGS LIMITED GROUP
- 6 -
Opinion

We have audited the financial statements of TGC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 29 February 2024 and of the group's profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

TGC HOLDINGS LIMITED GROUP
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TGC HOLDINGS LIMITED GROUP
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company 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 directors' r esponsibilities s tatement, 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 is 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's 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 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 as follows:

- We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates;

- We identified the laws and regulations applicable to the company through discussions with management and through our own knowledge of the industry.

We enquired with management about their own identification and assessment of the risk of irregularities;

We considered the opportunities that may exist within the organisation for fraud and identified the greatest risk in relation to revenue recognition, valuation of stocks and management override of internal controls. Our audit procedures to respond to these risks included, but were not limited to;

- Reviewing the financial statement disclosure and testing of financial statement balances to supporting documentation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries with management, review of meeting minutes and inspecting legal correspondence;

- We communicated relevant identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to any indications of fraud or non-compliance throughout the audit.

- We performed analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatements due to fraud;

- Testing journal entries to identify unusual transactions and evaluated the underlying rationale;

- Evaluating evidence of any bias by the directors that may represent a material misstatement by comparing accounting estimates such as depreciation and accruals to the underlying supporting documentation and assessing the rationale applied,

TGC HOLDINGS LIMITED GROUP
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TGC HOLDINGS LIMITED GROUP
- 8 -

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. As a result of these, we considered the opportunities that may exist within the organisation for fraud and audit procedures were designed in response to the risks identified, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve, for example, forgery, deliberate concealment, or collusion.

As part of an audit in accordance with ISAs (UK), professional judgement was exercised, and professional scepticisms was maintained throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's 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.

Derek Grant CA (Senior Statutory Auditor)
For and on behalf of MMG Archbold Limited, Statutory Auditor
Chartered Accountants
78-84 Bell Street
Dundee
DD1 1RQ
12 September 2025
TGC HOLDINGS LIMITED GROUP
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 9 -
2024
2023
as restated
Notes
£
£
Turnover
3
8,288,206
8,456,073
Cost of sales
(4,767,461)
(4,137,222)
Gross profit
3,520,745
4,318,851
Administrative expenses
(3,606,234)
(3,188,297)
Other operating income
366,251
322,915
Operating profit
4
280,762
1,453,469
Interest receivable and similar income
8
3,983
2,689
Interest payable and similar expenses
9
(6,888)
(1,853)
Profit before taxation
277,857
1,454,305
Tax on profit
10
(185,569)
(206,173)
Profit for the financial year
92,288
1,248,132
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 17 to 36 form part of these financial statements.

TGC HOLDINGS LIMITED GROUP
GROUP BALANCE SHEET
AS AT 29 FEBRUARY 2024
29 February 2024
- 10 -
29 February 2024
28 February 2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
13
681
659
Tangible assets
14
3,378,121
2,819,461
Investment property
15
1,810,000
1,666,703
5,188,802
4,486,823
Current assets
Stocks
18
115,230
88,994
Debtors
19
766,535
1,601,818
Cash at bank and in hand
3,715,574
4,329,497
4,597,339
6,020,309
Creditors: amounts falling due within one year
20
(2,723,575)
(3,738,286)
Net current assets
1,873,764
2,282,023
Total assets less current liabilities
7,062,566
6,768,846
Provisions for liabilities
Deferred tax liability
21
443,459
258,876
(443,459)
(258,876)
Net assets
6,619,107
6,509,970
Capital and reserves
Called up share capital
23
304
304
Revaluation reserve
309,507
-
0
Profit and loss reserves
6,309,296
6,509,666
Total equity
6,619,107
6,509,970

The notes on pages 17 to 36 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 12 September 2025 and are signed on its behalf by:
12 September 2025
Mr A A Cochrane
Director
Company registration number SC504905 (Scotland)
TGC HOLDINGS LIMITED GROUP
COMPANY BALANCE SHEET
AS AT 29 FEBRUARY 2024
29 February 2024
- 11 -
29 February 2024
28 February 2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
13
681
659
Tangible assets
14
1,307,444
1,367,364
Investment property
15
1,810,000
1,666,703
Investments
16
800
900
3,118,925
3,035,626
Current assets
Debtors
19
1,550,299
1,248,248
Cash at bank and in hand
2,376,625
1,412,542
3,926,924
2,660,790
Creditors: amounts falling due within one year
20
(827,680)
(902,457)
Net current assets
3,099,244
1,758,333
Total assets less current liabilities
6,218,169
4,793,959
Provisions for liabilities
Deferred tax liability
21
6,933
-
0
(6,933)
-
Net assets
6,211,236
4,793,959
Capital and reserves
Called up share capital
23
304
304
Revaluation reserve
309,507
-
0
Profit and loss reserves
5,901,425
4,793,655
Total equity
6,211,236
4,793,959

The notes on pages 17 to 36 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1,478,077 (2023 - £143,950 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

TGC HOLDINGS LIMITED GROUP
COMPANY BALANCE SHEET (CONTINUED)
AS AT 29 FEBRUARY 2024
29 February 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 12 September 2025 and are signed on its behalf by:
12 September 2025
Mr A A Cochrane
Director
Company registration number SC504905 (Scotland)
TGC HOLDINGS LIMITED GROUP
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 13 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 28 February 2023:
Balance at 1 March 2022
304
-
5,488,594
5,488,898
Effect of change in accounting policy
-
-
(166,260)
(166,260)
As restated
304
-
0
5,322,334
5,322,638
Year ended 28 February 2023:
Profit and total comprehensive income
-
-
1,248,132
1,248,132
Dividends
11
-
-
(60,800)
(60,800)
Balance at 28 February 2023
304
-
0
6,509,666
6,509,970
Year ended 29 February 2024:
Profit and total comprehensive income
-
-
92,288
92,288
Dividends
11
-
-
(60,800)
(60,800)
Other movements
-
309,507
(309,507)
-
Balance at 29 February 2024
304
309,507
6,309,296
6,619,107

The notes on pages 17 to 36 form part of these financial statements.

TGC HOLDINGS LIMITED GROUP
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 14 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 28 February 2023:
Balance at 1 March 2022
304
-
4,938,006
4,938,310
Effect of change in accounting policy
-
-
(227,500)
(227,500)
As restated
304
-
0
4,710,506
4,710,810
Year ended 28 February 2023:
Profit and total comprehensive income for the year
-
-
143,949
143,949
Dividends
11
-
-
(60,800)
(60,800)
Balance at 28 February 2023
304
-
0
4,793,655
4,793,959
Year ended 29 February 2024:
Profit and total comprehensive income
-
-
1,478,077
1,478,077
Dividends
11
-
-
(60,800)
(60,800)
Other movements
-
309,507
(309,507)
-
Balance at 29 February 2024
304
309,507
5,901,425
6,211,236

The notes on pages 17 to 36 form part of these financial statements.

TGC HOLDINGS LIMITED GROUP
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 15 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
440,965
1,770,655
Interest paid
(6,888)
(1,853)
Income taxes paid
(194,077)
(48,678)
Net cash inflow from operating activities
240,000
1,720,124
Investing activities
Proceeds from disposal of business
(4,499)
-
Purchase of intangible assets
(170)
-
Purchase of tangible fixed assets
(872,485)
(1,420,098)
Purchase of investment property
-
(133,228)
Proceeds from disposal of investment property
2,400
-
Interest received
3,983
2,689
Net cash used in investing activities
(870,771)
(1,550,637)
Financing activities
Dividends paid to equity shareholders
(60,800)
(60,800)
Net cash used in financing activities
(60,800)
(60,800)
Net (decrease)/increase in cash and cash equivalents
(691,571)
108,687
Cash and cash equivalents at beginning of year
4,329,497
4,144,263
Cash and cash equivalents at end of year
3,715,574
4,329,497

The notes on pages 17 to 36 form part of these financial statements.

TGC HOLDINGS LIMITED GROUP
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 16 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(490,817)
368,192
Interest paid
(771)
-
0
Income taxes paid
(30,835)
(23,753)
Net cash (outflow)/inflow from operating activities
(522,423)
344,439
Investing activities
Purchase of intangible assets
(170)
-
0
Proceeds from disposal of tangible fixed assets
-
0
(419,106)
Purchase of investment property
-
0
(133,228)
Proceeds from disposal of investment property
2,400
-
0
Proceeds from disposal of subsidiaries
100
76,547
Interest received
3,983
2,689
Dividends received
1,540,994
-
0
Net cash generated from/(used in) investing activities
1,547,307
(473,098)
Financing activities
Dividends paid to equity shareholders
(60,800)
(60,800)
Net cash used in financing activities
(60,800)
(60,800)
Net increase/(decrease) in cash and cash equivalents
964,084
(189,459)
Cash and cash equivalents at beginning of year
1,412,542
1,602,001
Cash and cash equivalents at end of year
2,376,625
1,412,542

The notes on pages 17 to 36 form part of these financial statements.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 17 -
1
Accounting policies
Company information

TGC Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Chapelshade House, 78-84 Bell Street, Dundee, DD1 1HN.

The group consists of TGC Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties at fair value. The principal accounting policies adopted are set out below.

1.2
Prior period error

The group has reclassified commercial properties let to group entities as freehold property and corrected an error regarding subsidiaries and goodwill on consolidation. Details of the amendments and their effect on the previously disclosed results and equity of the group are detailed in note 32.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TGC Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 29 February 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 18 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
10% reducing balance
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 19 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Leasehold land and buildings
Over the unexpired lease term
Leasehold improvements
Over the unexpired lease term or 20 years
Fixtures and fittings
20% straight line
Computers
Enter depreciation rate via StatDB - cd198

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

Property rented to a group entity is accounted for at fair value with changes in fair value recognised in profit or loss.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 20 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 22 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.20
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 23 -
1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Nightclub and entertainment venues
8,288,206
8,456,073
2024
2023
£
£
Other revenue
Interest income
3,983
2,689
Grants received
-
86,850
Rental income arising from investment properties
45,016
101,364

All of the group's turnover arises from venues operated in the UK.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
16
(69)
Government grants
-
(86,850)
Depreciation of owned tangible fixed assets
286,875
201,604
Impairment of owned tangible fixed assets
26,950
-
Amortisation of intangible assets
148
131
Operating lease charges
302,770
267,119
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 24 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,850
6,500
Audit of the financial statements of the company's subsidiaries
30,091
22,750
36,941
29,250
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
350
320
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,364,990
1,903,936
-
0
-
0
Pension costs
99,126
16,947
80,000
-
0
2,464,116
1,920,883
80,000
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
15,384
15,384
Company pension contributions to defined contribution schemes
80,000
-
95,384
15,384
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
3,983
2,689
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
8
Interest receivable and similar income
(Continued)
- 25 -
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
3,983
2,689
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
270
-
Other finance costs:
Other interest
6,618
1,853
Total finance costs
6,888
1,853
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
986
108,604
Adjustments in respect of prior periods
-
0
(60,579)
Total current tax
986
48,025
Deferred tax
Origination and reversal of timing differences
184,583
158,148
Total tax charge
185,569
206,173
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
10
Taxation
(Continued)
- 26 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
277,857
1,454,305
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
69,464
276,318
Tax effect of expenses that are not deductible in determining taxable profit
1,345
2,451
Unutilised tax losses carried forward
15,887
-
0
Adjustments in respect of prior years
-
0
(60,579)
Permanent capital allowances in excess of depreciation
-
0
(18,192)
Depreciation on assets not qualifying for tax allowances
8,162
6,175
Amortisation on assets not qualifying for tax allowances
6,738
-
0
Tax at marginal rate
92,588
-
0
Indexation relief on revalued assets
(8,615)
-
0
Taxation charge
185,569
206,173
11
Dividends
2024
2023
2024
2023
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£
£
£
£
Ordinary
Interim paid
304.00
200.00
60,800
60,800
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Property, plant and equipment
14
26,950
-
Recognised in:
Administrative expenses
26,950
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 27 -
13
Intangible fixed assets
Group
Patents & licences
£
Cost
At 1 March 2023
1,314
Additions
170
At 29 February 2024
1,484
Amortisation and impairment
At 1 March 2023
655
Amortisation charged for the year
148
At 29 February 2024
803
Carrying amount
At 29 February 2024
681
At 28 February 2023
659
Company
Patents & licences
£
Cost
At 1 March 2023
1,314
Additions
170
At 29 February 2024
1,484
Amortisation and impairment
At 1 March 2023
655
Amortisation charged for the year
148
At 29 February 2024
803
Carrying amount
At 29 February 2024
681
At 28 February 2023
659

More information on impairment movements in the year is given in note 12.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 28 -
14
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
£
£
Cost
At 1 March 2023
1,625,000
45,250
1,015,866
742,777
-
0
3,428,893
Additions
-
0
-
0
470,501
389,306
12,678
872,485
At 29 February 2024
1,625,000
45,250
1,486,367
1,132,083
12,678
4,301,378
Depreciation and impairment
At 1 March 2023
260,000
-
0
84,574
264,858
-
0
609,432
Depreciation charged in the year
32,500
-
0
25,726
225,921
2,728
286,875
Impairment losses
26,950
-
0
-
0
-
0
-
0
26,950
At 29 February 2024
319,450
-
0
110,300
490,779
2,728
923,257
Carrying amount
At 29 February 2024
1,305,550
45,250
1,376,067
641,304
9,950
3,378,121
At 28 February 2023
1,365,000
45,250
931,292
477,919
-
0
2,819,461
Company
Freehold land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 March 2023 and 29 February 2024
1,625,000
4,724
1,629,724
Depreciation and impairment
At 1 March 2023
260,000
2,360
262,360
Depreciation charged in the year
32,500
470
32,970
Impairment losses
26,950
-
0
26,950
At 29 February 2024
319,450
2,830
322,280
Carrying amount
At 29 February 2024
1,305,550
1,894
1,307,444
At 28 February 2023
1,365,000
2,364
1,367,364

More information on impairment movements in the year is given in note 12.

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 29 -
15
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 March 2023
1,666,704
1,666,704
Disposals
(2,400)
(2,400)
Net gains or losses through fair value adjustments
145,696
145,696
At 29 February 2024
1,810,000
1,810,000

Investment property comprises residential and commercial properties. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 28 February 2023 by the directors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
800
900
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 March 2023 and 29 February 2024
900
Impairment
At 1 March 2023
-
Disposals
100
At 29 February 2024
100
Carrying amount
At 29 February 2024
800
At 28 February 2023
900
17
Subsidiaries

Details of the company's subsidiaries at 29 February 2024 are as follows:

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
17
Subsidiaries
(Continued)
- 30 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
TGC Leisure Limited
2
Nighclub operator
Ordinary
100.00
Wardshelf 15 Limited
2
Nightclub operator
Ordinary
100.00
TGC 5 Limited
2
Nightclub operator
Ordinary
100.00
TGC Fat Sams Live Limited
2
Licensed bar operator
Ordinary
100.00
TGC 2 Limited
1
Nightclub operator
Ordinary
100.00
Chapel Club Limited
1
Licensed bar operator
Ordinary
100.00
Decades Nightclubs Limited
1
Nightclub operator
Ordinary
100.00
TC Film Productions Limited
1
Film & documentary producers
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Chapelshade House, 78 - 84 Bell Street, Dundee, Scotland, DD1 1HN
2
C/O SMS Payroll Limited, India of Inchinnnan, Greenock Road, Renfrew, Scotland, PA4 9LH
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
115,230
88,994
-
0
-
0
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
66,834
763,917
-
0
696,634
Amounts owed by group undertakings
-
-
1,486,602
447,621
Other debtors
340,185
540,801
10,849
9,762
Prepayments and accrued income
359,516
297,100
52,848
94,231
766,535
1,601,818
1,550,299
1,248,248

Trade debtors disclosed above are measured at amortised cost, net of a provision for doubtful debts of £18,000 (2023 £NIL).

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 31 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Trade creditors
398,400
1,105,065
22,430
26,846
Amounts owed to group undertakings
-
0
-
0
17,059
103,311
Corporation tax payable
171,699
364,790
39,775
70,610
Other taxation and social security
119,568
170,616
1,500
1,261
Deferred income
49,978
-
0
49,978
-
0
Other creditors
834,110
736,401
672,338
700,429
Accruals and deferred income
1,149,820
1,361,414
24,600
-
0
2,723,575
3,738,286
827,680
902,457
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
436,526
258,876
Revaluations
6,933
-
443,459
258,876
Liabilities
Liabilities
2024
2023
Company
£
£
Revaluations
6,933
-
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 March 2023
258,876
-
Charge to profit or loss
184,583
6,933
Liability at 29 February 2024
443,459
6,933
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 32 -
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
99,126
16,947

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
304
304
304
304
24
Disposals

On 13 November 2023 the group disposed of its 100% holding in PECI Limited. Included in these financial statements are profits of £NIL arising from the company's interests in PECI Limited up to the date of its disposal.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
274,083
527,178
-
-
Between two and five years
607,123
855,425
-
-
In over five years
631,890
1,562,296
-
-
1,513,096
2,944,899
-
-
26
Events after the reporting date

After the year end the following subsidiaries left the group:

- Ward Shelf 15 Limited

- TGC 2 Limited

- Decades Nightclubs Limited

- Chapel Club Limited

- TGC 5 Limited

- TGC Fat Sams Live Limited

TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 33 -
27
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Rent and property services
2024
2023
£
£
Group
Entities over which the entity has control, joint control or significant influence
155,949
91,490

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities over which the group has control, joint control or significant influence
279,874
147,034
Key management personnel
672,338
700,429
Company
Key management personnel
672,338
700,429

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities over which the group has control, joint control or significant influence
306,834
195,857
Company
Entities over which the company has control, joint control or significant influence
158,776
147,034
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 34 -
28
Cash generated from group operations
2024
2023
£
£
Profit after taxation
92,288
1,248,132
Adjustments for:
Taxation charged
185,569
206,173
Finance costs
6,888
1,853
Investment income
(3,983)
(2,689)
Fair value gain on investment properties
(145,696)
-
0
Amortisation and impairment of intangible assets
148
7,786
Depreciation and impairment of tangible fixed assets
313,825
201,604
Movements in working capital:
Increase in stocks
(26,236)
(12,083)
Decrease/(increase) in debtors
833,155
(283,841)
(Decrease)/increase in creditors
(864,971)
404,545
Increase/(decrease) in deferred income
49,978
(825)
Cash generated from operations
440,965
1,770,655
29
Cash (absorbed by)/generated from operations - company
2024
2023
£
£
Profit after taxation
1,478,077
143,949
Adjustments for:
Taxation charged
6,933
31,373
Finance costs
771
-
0
Investment income
(1,544,977)
(2,689)
Fair value gain on investment properties
(145,696)
-
0
Amortisation and impairment of intangible assets
148
131
Depreciation and impairment of tangible fixed assets
59,920
32,972
Movements in working capital:
Increase in debtors
(302,051)
(202,218)
(Decrease)/increase in creditors
(93,920)
365,499
Increase/(decrease) in deferred income
49,978
(825)
Cash (absorbed by)/generated from operations
(490,817)
368,192
30
Analysis of changes in net funds - group
1 March 2023
Cash flows
29 February 2024
£
£
£
Cash at bank and in hand
4,329,497
(613,923)
3,715,574
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 35 -
31
Analysis of changes in net funds - company
1 March 2023
Cash flows
29 February 2024
£
£
£
Cash at bank and in hand
1,412,542
964,083
2,376,625
32
Prior period adjustment
Reconciliation of changes in equity - group
1 March
28 February
2022
2023
Notes
£
£
Adjustments to prior year
Properties let to group companies
1
-
(260,000)
Goodwill on consolidation
2
-
(15,307)
Investments in Subsidiaries
2
-
76,547
Total adjustments
-
(198,760)
Equity as previously reported
5,488,898
6,708,730
Equity as adjusted
5,488,898
6,509,970
Analysis of the effect upon equity
Profit and loss reserves
-
(198,760)
Reconciliation of changes in profit for the previous financial period
2023
Notes
£
Adjustments to prior year
Properties let to group companies
1
(32,500)
Goodwill on consolidation
2
-
Investments in Subsidiaries
2
-
Profit as previously reported
1,280,632
Profit as adjusted
1,248,132
TGC HOLDINGS LIMITED GROUP
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
32
Prior period adjustment
(Continued)
- 36 -
Reconciliation of changes in equity - company
1 March
28 February
2022
2023
£
£
Adjustments to prior year
Depreciation of propertues
-
(260,000)
Equity as previously reported
4,938,310
5,053,959
Equity as adjusted
4,938,310
4,793,959
Analysis of the effect upon equity
Profit and loss reserves
-
(260,000)
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior year
Depreciation of propertues
(32,500)
Profit as previously reported
176,449
Profit as adjusted
143,949
Notes to reconciliation
Properties let to group companies

In the parent company in prior years it held commercial properties let to other group entities as investment properties. These have been recategorised as freehold properties and depreciation charged at the rate of 2% per annum. The annual depreciation charge is £32,500 per annum and accumulated depreciation at 1 March 2023 was £260,000 and at 1 March 2022 is was £227,500.

Goodwill on consolidation

The investment in subsidiaries in prior years included £76,547 of costs that related to companies that had left the group prior to the group requiring to complete group accounts. These investments gave rise to goodwill on consolidation that included an annual charge in 2023 of £7,655 and had a carry value at 28 February 2023 of £15,307.

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