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REGISTERED NUMBER: 09409991 (England and Wales)

TGC (2015) Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2025

TGC (2015) Limited (Registered number: 09409991)

Contents of the Financial Statements

for the year ended 30 June 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 10 |

Income Statement | 13 |

Balance Sheet | 14 |

Statement of Changes in Equity | 15 |

Notes to the Financial Statements | 16 |

TGC (2015) Limited

Company Information

for the year ended 30 June 2025

| DIRECTORS: | M W Farnsworth

| T A T Megginson

| C P Barker

| N G Barwise-Carr

| Ms S Mcnair

| D R Stanhope

| Ms E J Bristow

| REGISTERED OFFICE: | Tong Garden Centre

| Tong Lane

| Bradford

| BD4 0RY

| REGISTERED NUMBER: | 09409991 (England and Wales)

| AUDITORS: | Smailes Goldie

| Chartered Accountants

| Statutory Auditor

| Regent's Court

| Princess Street

| Hull

| East Yorkshire HU2 8BA

TGC (2015) Limited (Registered number: 09409991)

Strategic Report

for the year ended 30 June 2025

The directors present their strategic report for the year ended 30th June 2025.

REVIEW OF BUSINESS

The Company owns and operates four garden centres based at Tong, Tingley, Otley and Bingley. In December 2024, the Company's Directors and Management also took responsibility for running the Pennine site on behalf of YGC Partners Ltd, a joint venture 50% owned by the shareholders of YGC Group Ltd, in addition to the two previously acquired sites at York and Scarborough. TGC (2015) receives an annual management fee for running these three sites.

The Company's sales grew by 5.1% on the prior year. Garden Centre sales grew by 6.8%, restaurant sales grew by 0.5% and revenue from our children's play businesses, Grass Hoppers and Mission Out, declined by 2.8%.

Garden Centre sales benefitted from the warm, dry spring in 2025 compared to the exceptionally cold, damp weather in Spring 2024. All sites showed growth on prior year; Tingley's growth of 12.6% was the most pleasing.

Restaurant sales were affected by the decision to reduce opening hours in Tong's Mezzanine restaurant. Sales growth excluding Mezzanine was 2.4%.

The warm and dry weather conditions in Spring 2025 had a negative impact on our Grass Hoppers play business, where trade was undoubtedly lost to other outdoor-based, often free activities.

Gross profit margin decreased from 53.5% to 53.2% reflecting the weaker sales performance in high margin areas such as restaurant and Grass Hoppers.

Administrative expenses of £15.0m represented a 0.9% year on year reduction. This largely reflects a c£0.2m (18.5%) reduction in power costs and a 0.5% reduction in staff costs. These reductions were offset by a c.£0.2m (28.9%) increase in Business Rates costs.

Other operating income increased by £0.3m, largely as a result of increased management charges to YGC Partners.

Adjusted EBITDA for the year of £2.3m represented a £1.1m (97%) increase on the prior year. Whilst this was c.12% below the budget for the year, the Board felt that this was a pleasing result in the context of continuing low consumer confidence in the UK.

Interest charges from YGC Group were in line with prior year.

In the current financial year to 30th June 2026 ("FY26"), trading conditions remain challenging, albeit we are pleased to report both sales and EBITDA growth in the six months to December 2025. Total sales of £13.8m are 0.2% ahead of prior year, however gross profit has risen by c.£0.3m versus the prior year. Staff costs and overheads continue to be tightly managed and are trading in line with prior year.

PEOPLE & CULTURE

Our hard working team is of course essential to the successful operation of the business and we are incredibly grateful for their efforts over the course of the year. Our People & Culture team is constantly striving to support them, whether that be through improvement in facilities, learning and development opportunities, benefit and reward packages, or seeking their feedback via the quarterly eNPS surveys, which we commenced in 2020.

The expansion of the business has continued to allow significant career development opportunities for staff across the business, whether that be in retail management across the four sites and the three YGC Partners sites, or within the head office function at Tong.

TGC (2015) Limited (Registered number: 09409991)

Strategic Report

for the year ended 30 June 2025

PRINCIPAL RISKS AND UNCERTAINTIES

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

Staff costs remain a significant concern for the business with another significant rise in National Living Wage to come in April 2026, coupled with the recent, significant rise in Employers' National Insurance, in April 2025. Following the required headcount reduction in the prior year, we continue to manage staff costs closely, consistently seeking ways to work smarter and more efficiently.

While we continue to monitor overheads closely, we feel more confident about our cost base in the short to medium term. Wholesale power prices have fallen significantly from the levels seen at the peak in Summer 2022 and following reductions in the current year, we have seen further savings in the first six months of FY26. We commenced a new fixed price, 5 year contract for electricity in October 2025.

In addition, the business is increasingly benefitting from greater buying power in relation to stock and other products and services, due to the expansion in the number of sites we are operating and the ongoing relationship with the Tillington buying group. This is proving to be useful in offsetting cost increases in other parts of the business.

We monitor the Bank of England base rate closely and hedge debt as appropriate, in order to balance the twin objectives of minimising exposure to market volatility and also minimising overall interest cost.

We closely monitor foreign currency fluctuations and manage risk accordingly, albeit foreign currency purchases are not material to the business.

SECTION 172(1) STATEMENT

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

a) |  | The likely consequences of any decision in the long term: see "Principal risks and uncertainties" and "Strategic developments" sections of this Strategic Report. |

b) |  | The interests of the Group's employees: see "People & Culture" section of this Strategic Report, "Our people" and "Disabled employees" sections of the Report of the Directors. |

c) |  | The need to foster the Group's business relationships with suppliers, customers and others: see "Our approach to business" section of the Report of the Directors. |

d) |  | The impact of the Group's operations on the community and the environment: see "Our community" and "The environment" sections of the Report of the Directors. |

e) |  | The desirability of the Group in maintaining a reputation for high standards of business conduct: see "Our approach to business" section of the Report of the Directors. |

f) |  | The need to act fairly between shareholders of the Group: see "Principal risks and uncertainties" section of this Strategic Report and "Our approach to business" section of the Report of the Directors. |

TGC (2015) Limited (Registered number: 09409991)

Strategic Report

for the year ended 30 June 2025

STRATEGIC DEVELOPMENTS

Having launched the Green Card loyalty scheme across all our sites in April 2024, the scheme has been a great success, with c.147,000 members signed up as at January 2026.

We continue to invest in our sites to develop our offering for customers and increase footfall. Christmas 2025 saw the business host its first Winter Food Market at Tong, as well as the Light Trail at Tingley, to supplement the Ice Rink launched in 2024. All these initiatives have been a great success; in particular, Tingley sales increased year on year sales by 13.2% in the three-month period to December 2025.

Children's play continues to be a core part of our offering, through our Grass Hoppers and Mission Out brands. In February 2026, we will commence construction of a new Grass Hoppers building at Otley, which we hope to open in July 2026.

We continue to actively look for new development opportunities at all our existing sites, whether that be improvement of existing facilities, new revenue streams or working with concession partners. We also continue to explore new site opportunities to complement our existing group of seven family-friendly garden centres.

SUSTAINABILITY

We care passionately about how we do business and are proud to have a robust 'Climate and Community" commitment that details our pathway to sustainability, the active role we play in our local community and the caring culture we have created for our people. More information is available at our website:

www.yorkshiregardencentres.co.uk/climate-community-1

In the last year, we are delighted to have raised over £45,000 for our charity partner, Martin House Children's Hospice.

CAPITAL EXPENDITURE

In the financial year ending 30 June 2025, there were no significant capital expenditure projects.

BANK FACILITIES

We are very grateful for the support of HSBC, who have continued to support the business. On 27th January 2026, a full re-finance of existing facilities was completed, as well as the provision of new funding to assist with the development of Otley Grass Hoppers.

KEY PERFORMANCE INDICATORS

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

| 2025 |  | 2024 |  | 2023 |  |  |

Sales growth |  | 5.1% |  | 9.0% |  | 54.7% |  | % rise in sales since prior year |  |

Gross profit % |  | 53.2% |  | 53.5% |  | 51.2% |  | Gross profit expressed as a percentage of sales |  |

Adjusted EBITDA |  | £2.3m |  | £1.2m |  | £0.3m |  | Profit before interest, tax, depreciation and amortisation. Excluding inter-company rent and management charges |  |

Average basket size |  | £22.22 |  | £21.29 |  | £22.08 |  | Average spend per customer |  |

Online sales |  | £0.21m |  | £0.26m |  | £0.39m |  | Annual sales transacted online |  |

ENPS |  | +15 |  | +26 |  | +50 |  | Employee Net Promoter Score |  |

ON BEHALF OF THE BOARD:

M W Farnsworth - Director

24 March 2026

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors

for the year ended 30 June 2025

The directors present their report with the financial statements of the company for the year ended 30 June 2025.

PRINCIPAL ACTIVITIES

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

DIVIDENDS

Ordinary dividends of £nil (2024: £nil) were paid in the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

M W Farnsworth

T A T Megginson

C P Barker

Other changes in directors holding office are as follows:

N G Barwise-Carr - appointed 6 May 2025

Ms S Mcnair - appointed 6 May 2025

D R Stanhope - appointed 6 May 2025

Ms E J Bristow was appointed as a director after 30 June 2025 but prior to the date of this report.

OUR PEOPLE

We are very proud of the team we have put together to run Yorkshire Garden Centres. We firmly believe that our team is the most important part of our business and look forward to improving the environment in which our team can develop, advance and be rewarded for the great work that they do. We actively communicate with the whole of our team, we make them aware of the performance of the business and share the business objectives with them. We actively seek ideas and listen to all our team and value two-way communication.

DISABLED EMPLOYEES

It is the policy of the business that disabled people should have the same consideration as others for job opportunities. Depending on their skills and abilities they enjoy the same career prospects as other employees.

OUR COMMUNITY

We are proud to play a big role in our local and wider community. We actively support local suppliers and service providers. We support a number of local charitable organisations in various ways.

THE ENVIRONMENT

We are very aware of the impact on the environment of running a business on the scale of Yorkshire Garden Centres. We actively seek to reduce our carbon footprint and impact on the environment through the prudent use of energy, water and waste resources.

OUR APPROACH TO BUSINESS

We are proud to be a group of strong independent garden centres where our empowered and agile team can respond to opportunities and challenges in an unconstrained way. We, as directors, hope to enjoy running the business and are proud to support so many local jobs. We hope to be recognised by our team, customers, suppliers and our competitors as a best in class operator. We fully recognise that we have a long way to go on this journey but are pleased with the progress to date.

GOING CONCERN

These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2027, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors

for the year ended 30 June 2025

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

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

STREAMLINED ENERGY AND CARBON REPORTING

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

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

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

Annual Reporting Figures

The reporting figures below include data from all YGC Group sites across the UK/globe for the period 1st July 2024 to 30th June 2025.

Table 1. Total Energy Consumption

Indicator |  | Metric |  | FY2025 |  | FY2024 |

Electricity |  | kWh |  | 1,715,370 |  | 1,909,800 |

Fuels |  | kWh |  | 1,819,167 |  | 1,867,116 |

Transport |  | kWh |  | 142,529 |  | 147,166 |

Total |  | kWh |  | 3,677,066 |  | 3,924,081 |

Table 2. Greenhouse gas emissions for scope 1 and 2

Indicator |  | Metric |  | FY2025 |  | FY2024 |

Scope 1 emissions (stationary combustion) |  | tCO2e |  | 346.27 |  | 356.18 |

Scope 1 emissions (company-owned vehicles) |  | tCO2e |  | 24.60 |  | 23.70 |

Scope 1 emissions (fugitive emissions) |  | tCO2e |  | 20.30 |  | 19.93 |

Total scope 1 emissions |  | tCO2e |  | 391.18 |  | 399.81 |

Total scope 2 emissions (location-based) |  | tCO2e |  | 303.62 |  | 395.42 |

Total scope 2 emissions (market-based) |  | tCO2e |  | 0 |  | 0 |

Scope 3 (employee-owned vehicles) |  | tCO2e |  | 10.88 |  | 12.62 |

Total scope 3 emissions |  | tCO2e |  | 10.88 |  | 12.62 |

Total scope 1, 2 & 3 emissions (location-based) |  | tCO2e |  | 705.68 |  | 807.85 |

Total scope 1, 2 & 3 emissions (market-based) |  | tCO2e |  | 402.06 |  | 412.43 |

Table 3. Intensity Ratio

Indicator |  | Metric |  | FY2025 |  | FY2024 |

GHG emissions intensity (total scope 1, 2 & 3 emissions location-based) |  | tCO2e per£m revenue |  | 26.64 |  | 32.04 |

Reason for change in SECR

Electricity

Electricity emissions (location-based) in FY25 have decreased by 23%. This is driven by a 10% reduction in electricity consumption and the UK grid becoming less carbon intensive by around 15%.

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors

for the year ended 30 June 2025

The market-based figure in FY25 is 0 tCO2e as it accounts for the purchase of Energy Attribution Certificates that increase the share of renewables to 100% of market-based emissions.

Transport

Business travel emissions for FY25 have reduced by 14%. This is primarily driven by a 12% reduction in distance travelled in employee-owned vehicles. In particular, the largest reductions primarily came from significantly less distance travelled in diesel and petrol vehicles. While distance travelled in battery and hybrid electric vehicles slightly increased.

Energy Efficiency Actions

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

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

- |  | Created internal energy saving audits: Centre Managers have completed site wide energy efficiency audits to review working pr actises, training, control measures and action plan areas for energy saving. This is shared with tea ms and training offered to managers across sites. Effectiveness is currently difficult t o measure as the company is unable to track localised departmental savings at each site, how ever, this has raised awareness, and success can be seen in lighting and heating practises acro ss all sites. |

- |  | Carbon literacy training: YGC Group trained teams with an in-house, accredited carbon literacy training. Over 50% of the team have completed a 1-day course to raise awareness of the effects of carbon. As part of this en ergy consumption and travel were both discussed and ways of reducing the emissions associated w ith both were established. |

- |  | Octopus EV car leasing scheme: In September 2023, YGC Group launched an EV car leasing programme. In FY24 two team me mbers signed up to the scheme and in FY25, a further 4 team members signed up. |

- |  | Solar at Otley: YGC Group installed 227 solar panels at Otley Garden Centre, which saves 91,715kWh in e nergy per year. |

Organisational Boundaries

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

- |  | Tong Garden Centre |

- |  | Tingley Garden Centre |

- |  | Otley Garden Centre |

- |  | Bingley Garden Centre |

Methodology

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

Data is based on energy and fuel consumption for the period 1st July 2024 to 30th June 2025.

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

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors

for the year ended 30 June 2025

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

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

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

Emission factors

Emission factors were sourced from DEFRA 2025, published by the UK Department for Energy Security and Net Zero. For one type of refrigerant (r449a), the emissions factor was derived from Infraserv's emissions tool, as it was unavailable on the DEFRA database.

DISCLOSURE IN THE STRATEGIC REPORT

We have covered our strategic intent, future developments and risk in this section and feel there is nothing more to add.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

TGC (2015) Limited (Registered number: 09409991)

Report of the Directors

for the year ended 30 June 2025

AUDITORS

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

ON BEHALF OF THE BOARD:

M W Farnsworth - Director

24 March 2026

Report of the Independent Auditors to the Members of

TGC (2015) Limited

Opinion

We have audited the financial statements of TGC (2015) Limited (the 'company') for the year ended 30 June 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

TGC (2015) Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

- | the financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the United Kingdom Accounting Standards FRS 102, the Companies Act 2006 and tax legislation. We also considered those laws and regulations that may have an indirect material effect on the financial statements including data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- |  | performed analytical procedures to identify any unusual or unexpected relationships; |

- |  | tested journal entries to identify unusual transactions; |

- |  | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |

- |  | investigated the rationale behind significant or unusual transactions. |

Report of the Independent Auditors to the Members of

TGC (2015) Limited

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- |  | agreeing financial statement disclosures to underlying supporting documentation; |

- |  | reading the minutes of meetings of those charged with governance; |

- |  | enquiring of management as to actual and potential litigation and claims; and |

- |  | reviewing correspondence with relevant regulators and the company's legal advisors. |

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

24 March 2026

TGC (2015) Limited (Registered number: 09409991)

Income Statement

for the year ended 30 June 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 3 | 26,489,511 |  | 25,213,452 |  |

Cost of sales | 12,389,446 |  | 11,736,557 |  |

GROSS PROFIT | 14,100,065 |  | 13,476,895 |  |

Administrative expenses | 15,089,347 |  | 15,175,429 |  |

(989,282 | ) | (1,698,534 | ) |

Other operating income | 1,769,616 |  | 1,479,763 |  |

OPERATING PROFIT/(LOSS) | 5 | 780,334 |  | (218,771 | ) |

Interest receivable and similar income | 601,593 |  | 622,892 |  |

1,381,927 |  | 404,121 |  |

Interest payable and similar expenses | 6 | 1,718,147 |  | 1,622,703 |  |

LOSS BEFORE TAXATION | (336,220 | ) | (1,218,582 | ) |

Tax on loss | 7 | (55,416 | ) | (283,537 | ) |

LOSS FOR THE FINANCIAL YEAR | (280,804 | ) | (935,045 | ) |

TGC (2015) Limited (Registered number: 09409991)

Balance Sheet

30 June 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 8 | 175,494 |  | 253,272 |  |

Tangible assets | 9 | 15,857,816 |  | 16,580,489 |  |

16,033,310 |  | 16,833,761 |  |

CURRENT ASSETS

Stocks | 10 | 3,630,573 |  | 4,075,383 |  |

Debtors: amounts falling due within one year | 11 | 2,480,150 |  | 2,637,872 |  |

Debtors: amounts falling due after more than one year | 11 | 8,703,037 |  | 8,704,248 |  |

Cash at bank and in hand | 1,561,893 |  | 1,501,796 |  |

16,375,653 |  | 16,919,299 |  |

CREDITORS

Amounts falling due within one year | 12 | 5,835,826 |  | 6,410,432 |  |

NET CURRENT ASSETS | 10,539,827 |  | 10,508,867 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 26,573,137 |  | 27,342,628 |  |

CREDITORS

Amounts falling due after more than one year | 13 | 22,523,508 |  | 23,012,195 |  |

NET ASSETS | 4,049,629 |  | 4,330,433 |  |

CAPITAL AND RESERVES

Called up share capital | 17 | 5,000,100 |  | 5,000,100 |  |

Retained earnings | (950,471 | ) | (669,667 | ) |

SHAREHOLDERS' FUNDS | 4,049,629 |  | 4,330,433 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2026 and were signed on its behalf by:

M W Farnsworth - Director

C P Barker - Director

TGC (2015) Limited (Registered number: 09409991)

Statement of Changes in Equity

for the year ended 30 June 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 July 2023 | 5,000,100 |  | 265,378 |  | 5,265,478 |  |

Changes in equity

Total comprehensive income | - |  | (935,045 | ) | (935,045 | ) |

Balance at 30 June 2024 | 5,000,100 |  | (669,667 | ) | 4,330,433 |  |

Changes in equity

Total comprehensive income | - |  | (280,804 | ) | (280,804 | ) |

Balance at 30 June 2025 | 5,000,100 |  | (950,471 | ) | 4,049,629 |  |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements

for the year ended 30 June 2025

1. | STATUTORY INFORMATION

| TGC (2015) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value.

| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows;

| • | the requirement of paragraph 3.17(d);

| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

| • | the requirement of paragraph 33.7.

| Going Concern

| These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2027, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

| Sale of goods

| Turnover from the sale of garden centre products is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

| Rental income

| Rental income is recognised over the lease term.

| Goodwill

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

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

2. | ACCOUNTING POLICIES - continued

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Computer software - 5 years straight line

| Tangible fixed assets

| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

| Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

| Freehold property |  | - 1% to 2% on reducing balance |  |

| Plant and Machinery |  | - 20% on reducing balance |  |

| Fixtures and fittings |  | - 5% to 20% on reducing balance |  |

| Computer equipment |  | - 20% on reducing balance |  |

| Leasehold improvements |  | - over the length of the lease |  |

| Stocks

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow- moving stock where appropriate.

| Tax

| Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Deferred tax is measured using the tax rates and laws, that have been enacted or substantively enacted by the balance sheet date, that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

| Loans and borrowings

| Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

2. | ACCOUNTING POLICIES - continued

| Leases

| Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions to this scheme are charged to the profit and loss account in the period to which they relate.

| Impairment

| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

| Debtors and creditors receivable / payable within one year

| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

| Derivatives

| Where material to the financial statements, derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss.

3. | TURNOVER

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

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

| 2025 |  | 2024

£ | £ |

| Garden Centre | 18,210,988 |  | 16,846,643 |  |

| Restaurants | 5,116,213 |  | 5,089,546 |  |

| Children's Play | 3,162,310 |  | 3,277,263 |  |

26,489,511 |  | 25,213,452 |  |

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 7,763,339 |  | 7,734,037 |  |

| Social security costs | 600,779 |  | 538,935 |  |

| Other pension costs | 137,429 |  | 224,902 |  |

8,501,547 |  | 8,497,874 |  |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

4. | EMPLOYEES AND DIRECTORS - continued

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

| 2025 |  | 2024

| Management | 9 |  | 9 |  |

| Other | 458 |  | 477 |  |

467 |  | 486 |  |

| The total employee benefits of the key management personnel (including employer pension contributions and employer national insurance contributions) received by key management personnel for their services to the company were £689,906 (2024: £700,673).

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 217,170 |  | 174,868 |  |

| Directors' pension contributions to money purchase schemes | 4,253 |  | 31,008 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 1 |  |

| Information regarding the highest paid director for the year ended 30 June 2025 is as follows:

| 2025 |

£ |  |

| Emoluments etc | 180,985 |  |

5. | OPERATING PROFIT/(LOSS)

| The operating profit (2024 - operating loss) is stated after charging/(crediting):

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Other operating leases |  | 1,599,750 |  | 1,574,810 |  |

| Depreciation - owned assets |  | 1,087,663 |  | 1,129,205 |  |

| (Profit)/loss on disposal of fixed assets |  | (2,250 | ) | 5,840 |  |

| Goodwill amortisation |  | 80,124 |  | 80,124 |  |

| Computer software amortisation |  | 4,154 |  | 957 |  |

| Auditors remuneration |  | 23,600 |  | 18,000 |  |

| Rent received from operating leases |  | (550,066 | ) | (502,466 | ) |

| Operating lease payments for lease of equipment and vehicles |  | 10,337 |  | 11,630 |  |

| Auditors' remuneration for other taxation services |  | 2,500 |  | 1,900 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Other interest | 1,718,147 |  | 1,622,703 |  |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

7. | TAXATION

| Analysis of the tax credit

| The tax credit on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Deferred tax:

| Deferred tax | (55,416 | ) | (258,013 | ) |

| Overprovision in prior year | - |  | (25,524 | ) |

| Total deferred tax | (55,416 | ) | (283,537 | ) |

| Tax on loss | (55,416 | ) | (283,537 | ) |

| UK corporation tax was charged at 25%) in 2024.

| Reconciliation of total tax credit included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Loss before tax | (336,220 | ) | (1,218,582 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | (84,055 | ) | (304,646 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 55 |  | 1,128 |  |

| Capital allowances in excess of depreciation | - |  | (5,884 | ) |

| Depreciation in excess of capital allowances | 28,553 |  | - |  |

| Adjustments to tax charge in respect of previous periods | - |  | (1,005 | ) |

| Deprecation on non qualifying assets | - |  | 52,395 |  |

| corporation tax in the prior |

| Under / over provision of deferred tax in the prior year | 31 |  | (25,525 | ) |

| allowances |

| Total tax credit | (55,416 | ) | (283,537 | ) |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

8. | INTANGIBLE FIXED ASSETS

| Patents |

| and |  | Computer |

| Goodwill |  | licences |  | software |  | Totals

£ | £ | £ | £ |

| COST

| At 1 July 2024 | 400,005 |  | 2 |  | 14,350 |  | 414,357 |  |

| Additions | - |  | - |  | 6,500 |  | 6,500 |  |

| At 30 June 2025 | 400,005 |  | 2 |  | 20,850 |  | 420,857 |  |

| AMORTISATION

| At 1 July 2024 | 160,128 |  | - |  | 957 |  | 161,085 |  |

| Amortisation for year | 80,124 |  | - |  | 4,154 |  | 84,278 |  |

| At 30 June 2025 | 240,252 |  | - |  | 5,111 |  | 245,363 |  |

| NET BOOK VALUE

| At 30 June 2025 | 159,753 |  | 2 |  | 15,739 |  | 175,494 |  |

| At 30 June 2024 | 239,877 |  | 2 |  | 13,393 |  | 253,272 |  |

| Goodwill includes all related business intellectual property, names, websites etc. from the acquisition of the trade and assets of Stephen H Smith Garden & Leisure in 2022 and is amortised over 5 years being the expected time period over which the company expects to derive benefits from the acquisition.

| As part of the acquisition, certain elements of Freehold and Leasehold Property totalling £1,520,987 plus associated costs were transferred at cost to YGC (G) Limited, a company under common control.

9. | TANGIBLE FIXED ASSETS

| Freehold |  | Long |  | Plant and

| property |  | leasehold |  | machinery

£ | £ | £ |

| COST

| At 1 July 2024 | 6,571,209 |  | 7,031,979 |  | 463,990 |  |

| Additions | 71,946 |  | 24,716 |  | - |  |

| At 30 June 2025 | 6,643,155 |  | 7,056,695 |  | 463,990 |  |

| DEPRECIATION

| At 1 July 2024 | 67,093 |  | 652,941 |  | 275,914 |  |

| Charge for year | 130,808 |  | 279,980 |  | 37,813 |  |

| At 30 June 2025 | 197,901 |  | 932,921 |  | 313,727 |  |

| NET BOOK VALUE

| At 30 June 2025 | 6,445,254 |  | 6,123,774 |  | 150,263 |  |

| At 30 June 2024 | 6,504,116 |  | 6,379,038 |  | 188,076 |  |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

9. | TANGIBLE FIXED ASSETS - continued

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 July 2024 | 6,235,101 |  | 523,748 |  | 20,826,027 |  |

| Additions | 228,511 |  | 39,817 |  | 364,990 |  |

| At 30 June 2025 | 6,463,612 |  | 563,565 |  | 21,191,017 |  |

| DEPRECIATION

| At 1 July 2024 | 3,013,415 |  | 236,175 |  | 4,245,538 |  |

| Charge for year | 577,715 |  | 61,347 |  | 1,087,663 |  |

| At 30 June 2025 | 3,591,130 |  | 297,522 |  | 5,333,201 |  |

| NET BOOK VALUE

| At 30 June 2025 | 2,872,482 |  | 266,043 |  | 15,857,816 |  |

| At 30 June 2024 | 3,221,686 |  | 287,573 |  | 16,580,489 |  |

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

10. | STOCKS

2025 | 2024 |

£ | £ |

| Stocks | 3,630,573 |  | 4,075,383 |  |

| Stock recognised in cost of sales during the year as an expense was £11,700,245 (2024: £11,121,520). A stock loss of £204,649 (2024 : £231,729) was recognised in cost of sales.

11. | DEBTORS

2025 | 2024 |

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 358,179 |  | 246,225 |  |

| Amounts owed by group undertakings | 585,000 |  | 545,000 |  |

| Amounts owed by participating interests | - |  | 88,076 |  |

| Other debtors | 111,992 |  | 334,053 |  |

| Deferred tax asset | 345,763 |  | 290,346 |  |

| Prepayments and accrued income | 1,079,216 |  | 1,134,172 |  |

2,480,150 |  | 2,637,872 |  |

| Amounts falling due after more than one year:

| Amounts owed by group undertakings | 8,703,037 |  | 8,704,248 |  |

| Aggregate amounts | 11,183,187 |  | 11,342,120 |  |

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

11. | DEBTORS - continued

| Deferred tax asset

2025 | 2024 |

£ | £ |

| Accelerated capital allowances | (1,199,600 | ) | (1,386,092 | ) |

| Tax losses carried forward | 1,537,013 |  | 1,668,246 |  |

| Other timing differences | 8,350 |  | 8,192 |  |

345,763 |  | 290,346 |  |

12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade creditors | 2,801,731 |  | 2,773,310 |  |

| Amounts owed to group undertakings | 32,341 |  | 211,414 |  |

| Amounts owed to participating interests | 44,376 |  | - |  |

| Tax | 5,776 |  | 5,776 |  |

| Social security and other taxes | 869,519 |  | 856,917 |  |

| Other creditors | 1,562,143 |  | 1,546,999 |  |

| Accruals and deferred income | 519,940 |  | 1,016,016 |  |

5,835,826 |  | 6,410,432 |  |

13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed to group undertakings | 22,223,508 |  | 22,712,195 |  |

| Other creditors | 300,000 |  | 300,000 |  |

22,523,508 |  | 23,012,195 |  |

| There are no creditors with amounts falling due after more than 5 years (2024: Nil).

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

14. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

|  | 2025 |  | 2024 |  |

| Falling due: |  | £ |  | £ |  |

| Within one year |  | 1,693,187 |  | 1,528,005 |  |

| Between one and five years |  | 6,311,683 |  | 6,445,732 |  |

| Over five years |  | 24,670,954 |  | 25,665,571 |  |

|  | 32,675,824 |  | 33,639,308 |  |

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

|  | 2025 |  | 2024 |

| Falling due: |  | £ |  | £ |

| Within one year |  | 465,492 |  | 382,617 |

| Between one and five years |  | 1,253,504 |  | 521,500 |

| Over five years |  | 83,333 |  | - |

|  | 1,802,329 |  | 904,117 |

15. | SECURED DEBTS

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

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

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

16. | DEFERRED TAX

£ |

| Balance at 1 July 2024 | (290,346 | ) |

| Credit to Income Statement during year | (55,417 | ) |

| Prior year reversal |

| Balance at 30 June 2025 | (345,763 | ) |

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 5,000,100 | Ordinary | £1 | 5,000,100 |  | 5,000,100 |  |

18. | PENSION COMMITMENTS

| The company makes contributions to a defined contribution pension scheme. The charge for the period amounted to £137,429 (2024: £141,599). At 30th June 2025 there were outstanding contributions of £36,062 (2024: £32,768).

TGC (2015) Limited (Registered number: 09409991)

Notes to the Financial Statements - continued

for the year ended 30 June 2025

19. | ULTIMATE PARENT COMPANY

| The parent company of which the company is a member is YGC Group Limited. The smallest group in which the results of the company are consolidated is YGC Group Limited.

| The largest group in which the results of the company are consolidated is that headed by Birch Valley Holdings Limited. Birch Valley Holdings Limited is also the company's ultimate parent undertaking. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, or Estate Office, Eastburn Road, Eastburn, Driffield, YO25 9DP.

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

20. | CONTINGENT LIABILITIES

| The company is party to legal charges, unlimited multilateral guarantee and a debenture over the assets over the company in HSBC UK Bank's favour.The potential liability of the company under this agreement amounts to £14,641,356 (2024: £15,325,269). The company is also part of a group VAT registration. At 30th June 2025 the potential liability of the company under the registration was £727,952 (2024: £739,341).

21. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Key management personnel of the entity or its parent (in the aggregate)

2025 | 2024 |

£ | £ |

| Interest expense | 25,487 |  | - |  |

| Amount due to related party | 326,632 |  | - |  |

| Other related parties

2025 | 2024 |

£ | £ |

| Interest paid to related parties on loan balances | 170,542 |  | 130,321 |  |

| Sales made to related parties during the year | 692,161 |  | 227,662 |  |

| Amount due from related party | - |  | 88,126 |  |

| Amount due to related parties | 1,868,298 |  | 1,780,074 |  |

| During the year, a total of key management personnel compensation of £ 689,906 (2024 - £ 700,673 ) was paid.