ACCOUNTS - Final Accounts preparation

Registered number: 06069919

T.C.L. Holdings Limited

Unaudited

Annual Report and Financial Statements

For the Year Ended 31 December 2024

T.C.L. Holdings Limited

Company Information

Directors	S Huxley
	A M Pollins (appointed 16 October 2024)
	A P Bell (appointed 27 August 2025)


Company secretary	Z S Robertson (appointed 16 October 2024)


Registered number	06069919


Registered office	Octavia House
	Westwood Way
	Westwood Business Park
	Coventry
	CV4 8JP


Accountants	Kreston Reeves LLP
	Chartered Accountants
	Chatham Maritime
	Chatham
	Kent
	ME4 4QU

T.C.L. Holdings Limited

Contents

	Page
Strategic Report	1
Directors' Report	2
Profit and Loss Account	3
Balance Sheet	4
Statement of Changes in Equity	5
Notes to the Financial Statements	6 - 11

T.C.L. Holdings Limited

Strategic Report

For the Year Ended 31 December 2024

Principal activities and business review

The company is an intermediate holding company and has not traded on its own account in either the current or prior financial year. Apart from its investments in subsidiary entities, the balance sheet comprises wholly of intercompany balances with other group members. The immediate parent company is T.C.L. Holdings (Midco) Limited and its ultimate parent company is Armorica Topco SCA.

Principal risks and uncertainties

The company is a dormant intermediate holding company. Its balance sheet is funded via a mixture of Shareholders Funds and loans from other group companies. The directors remain in close contact with the Board of idverde UK Limited as to the overall financial position of the wider group, and to the group’s ability to support its individual subsidiary companies. The group closely monitors monthly overall performance as well as preparing, and regularly updating, cashflow forecasts for the group. In addition the group maintains a regular dialogue with its bankers.

The group's policy is not to enter into derivative transactions such as interest rate swaps, or forward foreign exchange contracts.

Going concern

The company’s trading performance and support network from the wider idverde group will allow the company to trade for the foreseeable future.
Directors' statement of compliance with duty to promote the success of the company
The directors have acted in the way they consider, in good faith, promotes the success of the group for the benefit of its members as a whole, and the wider stakeholders, including customers, suppliers, employees and communities.
Political donations
The company does not make any donations to any political party or organisation.

This report was approved by the board and signed on its behalf.

A M Pollins

Director

Date: 17 September 2025

Page 1

T.C.L. Holdings Limited

Directors' Report

For the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Principal activity

The principal activity of the company is of a holding company.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2023 - £NIL).

Directors

The directors who served during the year were:

S Huxley

K B Lennard (resigned 16 October 2024)

A M Pollins (appointed 16 October 2024)

For the year ended 31 December 2024, the company was entitled to exemption from audit under Section 480 of the Companies Act 2006 relating to dormant companies.

This report was approved by the board and signed on its behalf.

A M Pollins

Director

Date: 17 September 2025

Page 2

T.C.L. Holdings Limited

Profit and Loss Account

For the Year Ended 31 December 2024

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.

Page 3

T.C.L. Holdings Limited

Registered number: 06069919

Balance Sheet

As at 31 December 2024

		2024		2023
Note		£		£


Fixed assets
Investments	5		18,462,937		18,462,937
			18,462,937		18,462,937
Current assets
Debtors: amounts falling due within one year	6	1		1
Cash at bank and in hand	7	18		18
		19		19
Creditors: amounts falling due within one year	8	(500,949)		(500,949)
Net current liabilities			(500,930)		(500,930)
Total assets less current liabilities			17,962,007		17,962,007
Net assets			17,962,007		17,962,007

Capital and reserves
Called up share capital	9	16,617,418	16,617,418
Profit and loss account	10	1,344,589	1,344,589
		17,962,007	17,962,007

The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A M Pollins

Director

Date: 17 September 2025

The notes on pages 6 to 11 form part of these financial statements.

Page 4

T.C.L. Holdings Limited

Statement of Changes in Equity

For the Year Ended 31 December 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	16,617,418	1,344,589	17,962,007

At 31 January 2023	16,617,418	1,344,589	17,962,007
At 31 December 2024	16,617,418	1,344,589	17,962,007

Page 5

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

1.	General information

T.C.L. Holdings Limited (the company) is a limited liability company incorporated and domiciled in the United Kingdom. The registered number is 06069919 and the address of its registered office is shown on the company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The financial statements are prepared in. Sterling (£), which is the functional currency of. the company. The financial statements are for the year ended 31 December 2024 (2023: the year ended 31 December 2023).
In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of International. Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of FRS 101 disclosure exemptions has been taken.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

Page 6

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

2.Accounting policies (continued)

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment

∙the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations

∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations

∙the requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph 118(e) of IAS 38 Intangible Assets;

- paragraphs 76 and 79(d) of IAS 40 Investment Property; and

- paragraph 50 of IAS 41 Agriculture

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of idverde UK Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

2.3

Going concern

The Directors have considered the applicability of the going concern principle and consider that it is appropriate for the company to continue to prepare accounts on the going concern basis. In making this assessment, the Directors have considered in particular the period of 12 months from the date of signing of the financial statements.

Page 7

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

2.Accounting policies (continued)

2.4

Valuation of investments

Investments in subsidiaries are initially measured at cost and reviewed annually for signs of impairment. If an impairment loss is identified this is recognised in the profit and loss account and the value of the investment is reduced accordingly.

2.5

Income from fixed asset investments

Income from investments is recognised to the extent that it is probable that the economic benefits will flow to the company and the income can be reliably measured.

2.6

Exemption from preparing consolidated financial statements

The financial statements contain information about T.C.L. Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by s400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the idverde UK Limited accounts.

2.7

Impact of new international reporting standards, amendments and interpretations

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2024 that have a material impact on the company's financial statements.

2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.9

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.10

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 8

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The company makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the company’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations or future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

In preparing these financial statements, the directors have made the following judgements:

Impairment of investments

The company assesses the impairment of investments whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include the following:

−Significant underperformance relative to the historical or projected future operating results;

−Significant changes in the strategy of the business invested in;

−Significant negative industry or economic trends.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	18,462,937
	At 31 December 2024	18,462,937

Page 9

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Principal activity	Class of shares	Holding

T. C. Landscapes Limited*	Provision of professional 'outside space' services	Ordinary	100%
G. Burley & Sons Limited*	Provision of ground management and amenities management services	Ordinary	100%
Ice Watch Limited*	Provision of surface gritting	Ordinary	100%
Forest Hill Landscaping Limited*	Provision of professional 'outside space' services	Ordinary	100%
Playforce Limited*	Design, installation and maintenance of playgrounds	Ordinary	100%
Clean Estates Limited*	Dormant	Ordinary	100%
Plantscape Limited*	Dormant	Ordinary	100%
T.C. Landscape Group Limited	Intermediate holding company	Ordinary	100%

*Indirect subsidiaries
The registered office address of all the subsidiaries is Octavia House, Westwood Business Park, Westwood Way, Coventry, CV4 8JP

Debtors

					2024	2023
					£	£


Other debtors	1	1
	1	1

7.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	18	18
	18	18

Page 10

T.C.L. Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2024

8.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Amounts owed to group undertakings	500,949	500,949
	500,949	500,949

Amounts owed to and from group undertakings are repayable on demand and do not attract interest.

9.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,661,741,790 (2023 - 1,661,741,790) Ordinary shares shares of £0.01 each	16,617,418	16,617,418

10.

Reserves

Profit and loss account

This reserve represents all current and prior period retained profits.

11.	Ultimate parent undertaking and controlling party

At the balance sheet date, the company was a wholly owned subsidiary of T.C.L. Holdings (Midco) Limited, a company incorporated in England and Wales.
The smallest group of undertakings for which group accounts are drawn up is idverde UK Limited, a company registered in England and Wales.
At the year end, the largest group of undertakings for which group accounts are drawn up is Armorica Topco SCA, the ultimate parent company, registered in Luxembourg and controlled by Core Equity Holdings LP.
No single individual or company owns 25% or more of the economic rights of Core Equity Holdings LP directly or indirectly. However, Mr Serge Walid Sarkis, as Senior Manager, exercises the management control of Core Equity Holdings LP through its general partner, Core Equity Holdings GP Limited.

Page 11