REGISTERED NUMBER: SC510974 (Scotland)

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025

FOR

TGC LEISURE LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mrs G A Cochrane

A A Cochrane

SECRETARY:

D L Parfitt

REGISTERED OFFICE:

C/o Sms Payroll Ltd, India of Inchinnan

Greenock Road

Renfrew

United Kingdom

PA4 9LH

REGISTERED NUMBER:

SC510974 (Scotland)

AUDITORS:

Burnside

Chartered Accountants

and Statutory Auditor

61 Queen Square

Bristol

BS1 4JZ

FIXED ASSETS

Tangible assets

4

1,750,814

2,025,427

CURRENT ASSETS

Stocks

5

105,343

115,230

Debtors

6

390,310

554,873

Cash at bank and in hand

487,821

1,206,523

983,474

1,876,626

CREDITORS

Amounts falling due within one year

7

2,279,793

2,953,303

NET CURRENT LIABILITIES

(1,296,319

)

(1,076,677

)

TOTAL ASSETS LESS CURRENT LIABILITIES

454,495

948,750

PROVISIONS FOR LIABILITIES

8

436,381

436,526

NET ASSETS

18,114

512,224

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

18,014

512,124

SHAREHOLDERS' FUNDS

18,114

512,224

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

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

A A Cochrane - Director

1.	STATUTORY INFORMATION

TGC Leisure Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

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

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

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

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable that will be recovered.

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 on the following bases:

Leasehold Improvements 1% and 5% on cost

Fixtures and fittings 20% on cost

IT Equipment 25% on cost

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.

Stocks

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

Stocks held for distribution at bo or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Financial instruments

Financial assets and liabilities are recognised in the balance sheet when the company becomes party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company may not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of any direct issue costs.

Interest bearing bank loans which meet the criteria of basic financial instruments are initially recorded at the present value of cash payable to the bank, usually being equivalent to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future.

The directors fully expect that the company will remain a going concern and will have sufficient working capital to meet its requirements for the foreseeable future. TGC Holdings Limited, a company under common control, has confirmed that the amounts owed to them will only be repayable to the extent that funds allow.

Employee benefits

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

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

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 182 (2024 - 214 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

to

Plant and

property

machinery

Totals

£

£

£

COST

At 1 March 2024

1,486,367

1,140,037

2,626,404

Additions

64,603

2,578

67,181

At 28 February 2025

1,550,970

1,142,615

2,693,585

DEPRECIATION

At 1 March 2024

110,300

490,677

600,977

Charge for year

122,196

219,598

341,794

At 28 February 2025

232,496

710,275

942,771

NET BOOK VALUE

At 28 February 2025

1,318,474

432,340

1,750,814

At 29 February 2024

1,376,067

649,360

2,025,427

5.

STOCKS

2025

2024

£

£

Stocks

105,343

115,230

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

7,096

32,743

Amounts owed by group undertakings

-

337,047

Amounts owed by related undertakings

179,309

-

Other debtors

4,418

-

Directors' current accounts

27,958

-

Prepayments

171,529

185,083

390,310

554,873

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

615,290

1,289,347

Amounts owed to group undertakings

-

341,902

Amounts owed to related undertakings

1,121,135

93,717

Corporation tax

3,599

59,192

Social security and other taxes

77,073

111,948

Other creditors

-

2,212

Accrued expenses

462,696

1,054,985

2,279,793

2,953,303

8.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

437,704

506,357

Tax losses carried forward

(1,323

)

(69,831

)

436,381

436,526

Deferred

tax

£

Balance at 1 March 2024

436,526

Credit to Income Statement during year

(145

)

Balance at 28 February 2025

436,381

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Coombe FCA (Senior Statutory Auditor)

for and on behalf of Burnside

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the year, the company advanced a short term loan of £27,958 to A A Cochrane, a director of the company which remained outstanding at 28 February 2025. The loan was fully repaid shortly after the year end.

12.	RELATED PARTY DISCLOSURES

On 10 December 2024 the entire issued share capital of the company was transferred from TGC Holdings Limited, a company registered in Scotland, equally to the company's directors, and from this date the company ceased being a subsidiary of TGC Holdings Limited.

The company's results until 10 December 2024 were reported within the consolidated accounts of TGC Holdings Limited and these are freely available from Companies House. The registered office of TGC Holdings Limited is 78-84 Bell Street, Dundee, DD1 1HN.

After 10 December 2024 the company was controlled by its directors A A Cochrane and Mrs G A Cochrane, who were the ultimate controlling parties of the parent company TGC Holdings Limited at 29 February 2024 and remain so at 28 February 2025.

TGC Holdings Limited and other companies that used to be subsidiaries of TGC Holdings group continue to remain under common control in relation to TGC Leisure Limited as at 28 February 2025.

Aa at 28 February 2025 the company had loans due from and (to) related parties. All amounts are unsecured, are due on demand and do not bear any interest.

Related party

Balance as at 28 February 2025

Ward Shelf 15 Limited

£124,957

Chapel Club Limited

£(25,144

)

Fouquets Limited

£(23,823

)

TGC 5 Limited

£50,352

Decades Nightclubs Limited

£(8,521

)

PECI Limited

£(356,633

)

TGC 2 Limited

£(37,870

)

TGC Holdings Limited

£(619,281

)

TGC Fat Sam's Live Limited

£(12,596

)

Do Dundee Ltd

£4,000

Chapel Bridge Limited

£(37,267

)

During the year ending 28 February 2025 the company received services from the below related parties:

Related party

Purchases in the year ended 28 February 2025

Chapel Club Limited

£32,411

Decades Nightclubs Limited

£109,709

TGC 2 Limited

£101,927

TGC 5 Limited

£92,781

TGC Fat Sams Live Limited

£66,143

Ward Shelf 15 Limited

£154,962

TGC Holdings Limited

£81,083

Fouquets Limited

£138,166

Chapel Bridge Limited

£115,666