Company Registration No. 09613652 (England and Wales)
TG ACQUISITIONS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
TG ACQUISITIONS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
TG ACQUISITIONS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
390,368
292,179
Investment properties
5
60,000,000
70,000,000
60,390,368
70,292,179
Current assets
Debtors
6
1,380,319
1,524,200
Cash at bank and in hand
501,403
1,922,910
1,881,722
3,447,110
Creditors: amounts falling due within one year
7
(1,619,291)
(2,657,417)
Net current assets
262,431
789,693
Total assets less current liabilities
60,652,799
71,081,872
Creditors: amounts falling due after more than one year
8
(2,899,611)
(2,899,674)
Net assets
57,753,188
68,182,198
Capital and reserves
Called up share capital
10
138,074,496
123,074,496
Capital contribution
92,390
92,390
Profit and loss reserves
(80,413,698)
(54,984,688)
Total equity
57,753,188
68,182,198

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 11 August 2025 and are signed on its behalf by:
J J  Cornaby
Director
Company Registration No. 09613652
TG ACQUISITIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Own  shares
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
4,100,100
92,390
(36,011,080)
(31,818,590)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(18,973,608)
(18,973,608)
Issue of share capital
10
118,974,396
-
-
118,974,396
Balance at 31 December 2023
123,074,496
92,390
(54,984,688)
68,182,198
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(25,429,010)
(25,429,010)
Issue of share capital
10
15,000,000
-
-
15,000,000
Balance at 31 December 2024
138,074,496
92,390
(80,413,698)
57,753,188
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

TG Acquisitions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6 Grosvenor Street, London, England, W1K 4PZ.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

1.2
Going concern

The company has the financial support of the ultimate parent company for a period of at least twelve months from the date oftrue the approval of these financial statements. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
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.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives when brought into use.

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 credited or charged to profit or loss.

1.4
Investment properties

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 at the reporting end date. Changes in fair value are recognised in profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -

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.

1.6
Financial instruments

The company 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 company's balance sheet when the company 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 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 method 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.

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 company 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 company after deducting all of its liabilities.

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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 payments 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 company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company 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 company.

1.8
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases, with the exception of leases relating to investment property, which are all classified as finance leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.9
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.

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Fair value of investment properties

Investment properties are valued at fair value with changes in fair value being recognised in the profit and loss account. The fair value of the investment properties have been arrived at on the basis of a valuation carried out in December 2024 by Knight Frank Chartered Surveyors. The directors believe the fair value of the investment properties recognised in the accounts is not materially misstated. Making this assessment requires judgements to be made by the directors by reference to market conditions.

3
Employees

There were no employees in the current or comparative period.

4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2024
292,179
Additions
173,967
Disposals
(75,778)
At 31 December 2024
390,368
Depreciation and impairment
At 1 January 2024 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
390,368
At 31 December 2023
292,179

At the year end, no fixtures and fittings had been brought into use.

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
5
Investment property
2024
£
Fair value
Restated as at 1 January 2024
70,000,000
Additions
14,801,009
Revaluations
(24,801,009)
At 31 December 2024
60,000,000

Investment property comprises commercial and residential property under development in Mayfair, London. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 31 December 2024 by Knight Frank Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors believe that this is in line with the valuation at 31 December 2024.

6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Premises deposit
352,663
343,710
Amounts owed by group undertakings
-
0
50,000
Other debtors
443,544
753,839
Prepayments and accrued income
584,112
376,651
1,380,319
1,524,200
7
Creditors: amounts falling due within one year
2024
2023
£
£
Obligations under finance leases
9
195,000
195,000
Trade creditors
708,209
808,768
Other creditors
606,832
-
0
Accruals and deferred income
109,250
1,653,649
1,619,291
2,657,417
8
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
9
2,899,611
2,899,674

 

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
9
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
195,000
195,000
In two to five years
780,000
780,000
In over five years
23,667,857
23,862,857
24,642,857
24,837,857
Less: future finance charges
(21,548,246)
(21,743,183)
3,094,611
3,094,674

On 15 May 2023, the company entered into a revised head lease for investment property recognised in the accounts with a term of 128 years. The finance lease represents ground rent payable on the lease. The lease is on a fixed payment basis, subject to periodic review; no arrangements have been entered into for contingent rental payments. The finance lease obligation is calculated using the the incremental borrowing rate of 6.4%, which is based on borrowing rates available to other group members.

 

There are restrictions in place over the use and operations at the building including certain structural changes.

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,100,100
4,100,100
4,100,100
4,100,100
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
133,974,396
118,974,396
133,974,396
118,974,396
Preference shares classified as equity
133,974,396
118,974,396
Total equity share capital
138,074,496
123,074,496

During the year-ended 31 December 2024 15,000,000 £1 preference shares were issued at par and fully paid

 

Ordinary shares have full voting, dividend and distribution rights. Preference shares do not confer the right to vote or receive dividends, however they will be paid in priority on the event of liquidation.

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Audit report information
(Continued)
- 9 -
The senior statutory auditor was Russell Nathan.
The auditor was HW Fisher Audit.
12
Capital commitments

Amounts contracted for but not provided in the financial statements:

2024
2023
£
£
Contracted for but not provided in these financial statements
543,722
3,469,950
13
Parent company

The immediate parent company is TGA Holding Limited, a company incorporated in Jersey. The directors consider there to be no single ultimate controlling party.

 

The smallest and largest group into which this entity is consolidated is Elidalbo AG, with a registered address of Grafenausstrasse 5 6300 Zug, Switzerland. The group financial statements are not publically available.

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