Annual Report and Accounts 2025
Town Centre Securities PLC Annual Reports and Accounts 2025
Delivering
for future
generations
Who we are
Through the acquisition and active management
of property in popular locations we create quality
spaces for our tenants, help communities to thrive
and generate value for Shareholders over the
longterm.
Our Purpose
Strategic Report
Town Centre Securities PLC
(‘TCS’) is a property investment
and development company
with assets of over £280m.
01 | STRATEGIC REPORT
Financial Highlights 1
Chairman & Chief Executive’s Statement 2
Market Overview 6
Our Business Model 16
Our Strategy & KPIs 18
Portfolio Review 20
Divisional Review 24
Section 172 Statement 30
Responsible Business 34
Risk Report 50
Financial Review 58
02 | CORPORATE GOVERNANCE
Introduction from the Chairman 62
Board of Directors 64
Corporate Governance Report 66
Statement of Compliance with
the UK Corporate Governance Code 70
Nomination Committee Report 72
Audit Committee Report 74
Directors’ Remuneration Report 78
Directors’ Report 85
Statement of Directors’ Responsibilities 87
03 | FINANCIAL STATEMENTS
Independent Auditor’s Report 88
Consolidated Income Statement 97
Consolidated Statement of
Comprehensive Income 97
Consolidated Balance Sheet 98
Consolidated Statement of Changes in Equity 99
Consolidated Cash Flow Statement 100
Notes to the Consolidated
Financial Statements 101
Company Balance Sheet 134
Company Statement of Changes in Equity 135
Notes to the Company Financial Statements 136
04 | SHAREHOLDER INFORMATION
Notice of Annual General Meeting 144
Investor Information 151
Glossary 152
Town Centre Securities PLC Annual Report and Accounts 2025
p
p
p
p
p
m
m
m
m
p
p
p
p
p
p
p
p
p
m
p
m
m
m
m
m
EPRA earnings after tax
1
£1.8m
EPRA net tangible assets
pershare
2
261p
Total shareholder return
2
3.3%
Total property return
2
6.2%
p
p
p
p
p
p
p
p
p
p
Statutory proit/(loss) after tax
(£3.4m)
Statutory earnings per share
(8.2p)
EPRA earnings per share
1
4.2p
Total dividends per share
5.0p
IFRS net assets per share
1
266p
m
Financial Highlights
1 Alternative performance measures are detailed, deined and reconciled within notes 11 and 22 and deined within the glossary of these inancial statements.
2 Alternative performance measures – See inancial review and glossary for deinition of these terms at the end of these inancial statements.
Underlying
performance
01
STRATEGIC REPORT
01
Chairman & Chief Executive’s Statement
This Year
in Numbers
Property asset sales
£0.0m
2024 | £0.2m
2023 | £37.9m
2022 | £48.0m
READ MORE PAGE 23
Other investment sales
£3.1m
2024 | £6.7m
2023 | £11.2m
2022 | £0.1m
READ MORE PAGE 58
Proportion of retail
and leisure
30%
2024 | 30%
2023 | 31%
2022 | 29%
Net asset value
per share
266p
2024 | 279p
2023 | 286p
2022 | 341p
READ MORE PAGE 22
READ MORE PAGE 60
This has
been a year
of continued
resilience for
Town Centre
Securities.
Edward Ziff OBE DL
Chairman & Chief Executive
02
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
Overview
This has been a year of continued resilience
for Town Centre Securities, despite
international geopolitical issues causing
uncertainty in the wider economy. We
have focused on our core operations,
maintaining a cautious approach rooted
in inancial prudence, and positioning the
business for long-term value creation. I
would like to thank all our colleagues for
their ongoing dedication and contributions
to the business.
Our property, car park and hotel operations
delivered solid performance, with strong
levels of occupancy and rent collection,
and the completion of the rollout of our
parking management system has enhanced
efficiency. We did not make any acquisitions
or disposals during the reporting period,
although we took the decision to serve
notice on a lease for one of our car parks
in Watford. While some of our occupiers
ceased trading during the period, we made
some promising new lettings. An example is
Dishoom, whose decision to open their irst
Leeds restaurant at Vicar Lane is a strong
endorsement of the location’s appeal and
long-term potential.
At the end of the inancial year, we were
delighted to secure planning consent for a
landmark student accommodation scheme
at the Merrion Centre. The approved plans
will transform the vacant 13-storey Wade
House and add a 37-storey tower on the
adjacent 100MC site to provide 1,039
student bedrooms with top-tier amenities.
By adding residential use for the irst time,
the scheme will further diversify the estate
and cement the Merrion Centre’s position
as a vibrant, mixed-use destination. Our
other key development site is Whitehall
Riverside, for which we received planning
approval in 2024. Enabling ground works
were completed in the year, and we are
in advanced discussions with prospective
occupiers for Z, our next-generation
office development that is set to redeine
workplace standards in Leeds.
1 Alternative performance measures are detailed and reconciled within note 11 and the inancial review and deined within the glossary in these inancial statements.
Financial performance
◆
Our statutory loss in the year of £3.4m
(2024: £7.8m loss) includes valuation
losses and impairments in our property
portfolio of £5.8m, with a like-for-like
portfolio valuation down 2.4% from
June2024.
◆
Taking into account the other
comprehensive losses in the year
totalling £0.6m and £1.1m in dividends
paid, net asset value per share was 266p,
compared with 279p at 30 June 2024.
◆
Net borrowings, excluding lease
liabilities, stood at £111.2m at 30 June
2025 (£108.6m at 30 June 2024).
◆
EPRA
1
earnings per share are 4.2p for
the year (2024: 14.0p) with the initial
recognition and subsequent movement
on deferred tax assets and liabilities
accounting for 5.4p of earnings in the
prior year. In the current year, taxation
has reduced EPRA earning per share
by 2.8p.
◆
99% of all rent and service charge
income invoiced in the year
wascollected.
◆
During the year the Company
received the inal receipt of £3m
relating to the sale of its investment in
YourParkingSpace. Since the July 2022
sale the Company has received total
consideration of over £21m, crystallising
a proit of £18.5m in the two-year period.
People
I was deeply saddened to hear of the deaths
of former Directors of the Company Clive
Lewis, John Nettleton, David Whitehead,
and John Leadbeater. We honour them in a
dedicated section of this report (see page
4), and I also want to express my personal
gratitude for their invaluable contributions
to the success of the business, as well as
their sound advice and friendship.
Sustainability
Our commitment to sustainability remains
strong, and we are pleased that 43% of our
portfolio has an EPC rating of B or above.
Dividend
Following completion of requirements
associated with our exit from the REIT
regime in 2023, we have resumed a regular
dividend cycle. An uncovered dividend of
2.5p per share will be paid on 8 January
2026 to shareholders registered on 19
December 2025. Along with the interim
dividend of 2.5p paid on 12 June 2025, this
brings the total dividend for the reporting
period to 5.0p, amounting to £2.1m or 119%
of EPRA earnings.
Capital allocation decisions will continue
to be evaluated by the Board with the
aim of enhancing long-term shareholder
value. This includes considering
alternative methods of returning capital to
shareholders, beyond the regular payment
of Ordinary Dividends, where appropriate.
Outlook
Looking ahead, we will maintain our
focus on creating long-term value from
our existing property portfolio and car
parking business, taking a disciplined
inancial approach to decision making.
We are exploring additional investment
opportunities, both within traditional real
estate and in complementary areas that
can add value and further diversify our risk.
Our well-balanced portfolio, strong balance
sheet, experienced team, and long-term
perspective position us well to navigate
ongoing economic uncertainty and deliver
sustainable growth.
Edward Ziff OBE DL
Chairman & Chief Executive
16 October 2025
CGI – Z Whitehall Riverside
Progressing the development sites and investing in additional
accretive property and technological opportunities.
03
01
STRATEGIC REPORT
STRATEGIC REPORT
Chairman & Chief Executive’s Statement continued
During the last 12 months four
former Directors who played key
roles in the development of TCS
sadly passed away.
David Whitehead
35 years at Town Centre Securities
David Whitehead made a massive contribution to Town Centre
Securities. He was the irst employee to join my father in 1962.
In the early days of the business he was a major contributor
to its growth and development. I am very grateful for all the
patience and support he gave me when I irst arrived in the
business. After he retired in 1997, he continued to support me
and was always very encouraging about all the Company’s
activities. David was my father’s closest, most trusted, and
valued colleague and became a close personal friend to all the
Ziff family. I would like to take the opportunity of extending our
sincerest condolences to his wife Sandra, his son Miles, and his
daughters Shuna andXanthe.
Johnny Nettleton
13 years at Town Centre Securities
Johnny Nettleton joined the Board of Town Centre Securities in
2004. His irst Board meeting was the last one that my father
attended prior to his passing. Johnny served on the Board
for 13 years during which his knowledge and contribution
was incredible. It is fair to say that Johnny’s knowledge of real
estate and the property business was without parallel and he
was always available and happy to provide support, advice and
encouragement, not only at Board level, but for many others,
particularly our younger colleagues in the business. Johnny’s
personality and charisma shone through in all his dealings and,
whilst always interesting, they were entertaining too. We offer
our sincere condolences to his wife Jo, his sons Jonathan and
Jeremy and his many grandchildren. I, together with all of the
Board and the Ziff family, miss his presence.
04
Town Centre Securities PLC Annual Report and Accounts 2025
Clive Lewis
15 years at Town Centre Securities
Clive joined the Board of Town Centre Securities in 1994 having
built the reputation as being one of the best retail property
agents of his generation. He founded Clive Lewis & Partners,
which became one of the leading practices, not only in the
West End of London but nationally acclaimed too. He forged
a remarkably close working relationship with my father and
was always very actively engaged with, not only Town Centre
Securities’ activities but also our sister company, Stylo Barratt
Shoes. His practice acted for us in many different ways,
frequently acquiring and disposing of property investments,
letting vacant shops, and providing consultancy and valuation
services on various projects.
He brought all of these skills to Town Centre Securities when
he joined our Board and always offered sound, sensible and
unique advice. Apart from being a close conidante and
friend to many within Town Centre Securities, he was always
charming and entertaining company. After his retirement he
remained in close contact with us right up until his passing on
16 April 2025. He and his late wife Penny were a formidable
partnership and couple who we miss enormously. We send our
heartfelt condolences to his daughter Victoria and his sons
Simon and Mark.
John Leadbeater
28 years at Town Centre Securities
John joined Town Centre Securities in 1973. He was promoted
to Estates Manager and then promoted to the Board as
Estates Director in 1984. John was a highly technical surveyor,
and his knowledge of property law was second to none. His
understanding of all aspects of property management was
encyclopedic, and he was always determined to ensure that
Town Centre Securities’ interests were served to the best of his
ability. He retired from Town Centre Securities in 2001 although
he continued to offer sound advice and guidance. We offer our
sincere condolences to his wife Sheila and their children.
05
01
STRATEGIC REPORT
STRATEGIC REPORT
Market Overview
Over the last 12 months the economy has remained subdued. Here we identify the key trends impacting
our business, the opportunities and challenges they present and how we are responding.
Our Market
Flexible working
and office space
Description: Working practices have remained consistent over the
last few years, and employers are still not mandating full-time office
working. From talking to our tenants and other stakeholders we see
hybrid and lexible approaches when it comes to working practices,
which is affecting demand for office space as well as occupancy
levels in some of our city centre car parks.
The environmental credentials of a building have always been
important to tenants, however for new prime offices these are as
important – if not more so – than the underlying rental value. Over
the coming years we expect this to affect both the estimated rental
values achievable and the underlying investment yields for every
property, whether new-build or an existing investment. The new
minimum energy efficiency standard of EPC B, which becomes
mandatory in April 2030, is a key metric where we invest and update
our existing portfolio.
How we are responding
with our focus on high-quality assets in city centres. The majority of
these, including our latest developments, 123 Albion Street and Ducie
House, are multi-tenanted and we have focused on providing lexible
attractive working environments.
Engagement with our tenants is a key tenet of our business; this year
is our irst to include reporting on combined emissions, continuing
to improve the energy efficiency of our buildings and increasing
waste recycling.
Where it is not possible to create attractive office space, we are
repurposing existing buildings. This can be seen in the recent
planning approval to convert Wade House, an existing 1970s office
building, into a new PBSA development.
29%
Of our portfolio is
currently ofice space
UK economic growth –
cost of living, inflation,
geopolitical unrest and
interest rates
Description: A change in government has not necessarily heralded
any improvements in the wider economy: the cost-of-living crisis and
above-target inlation still persist. Over the last 15 months the Bank
of England has steadily reduced the underlying base rate to 4.0%,
although the expectation that the pace of further interest rate cuts
will be slowed. Geopolitical unrest is furthering uncertainty in both
the domestic and global economy.
As a result, existing and potential retail and leisure tenants are still
evaluating their own portfolios and potential expansion plans.
with our portfolio diversiied over a number of sectors, including
retail, leisure, offices, car parking and residential. We are well
positioned to take advantage of investments in a number of these
areas by developing high-quality assets when opportunities arise.
How we are responding
88%
Of our assets are located in Leeds
and Manchester
Ducie House, Manchester
06
Town Centre Securities PLC Annual Report and Accounts 2025
Portfolio sector analysis
Offices 29%
Retail and Leisure 30%
Car Parking 14%
Hotel 4%
Residential 14%
Development 9%
Changing consumer
shopping habits
Online shopping continues to challenge the retail sector’s traditional
business model of operating large stores on the high street and in
shopping centres. Reduced requirements and smaller store sizes
are now the norm, with town and city centres having to evolve their
offering. This has resulted in further retail casualties during the year,
however the operators that keep pace with changing customer
needs and identify optimal in-store propositions should be able
to thrive.
How we are responding
In line with our strategy of the last four years, we have diversiied
our portfolio and reduced our retail exposure. Pure retail now
accounts for only 19% of our portfolio value, down from 60% nine
years ago. The majority of our current retail tenants are classed as
‘essential’ and operate in food, discount and convenience retail.
19%
Of our portfolio is pure retail
down from 60% nine years ago
Environmentally friendly and
sustainable solutions
Consumers are increasingly focused on the impact of their activities
on the planet and are looking for environmentally friendly and
sustainable options. In the property sector, this includes minimising
the environmental impact of buildings, ensuring buildings are
digitally efficient, developing sustainable and energy efficient
solutions, as well as considering the health and wellbeing of
employees, tenants and visitors. In the automotive sector, demand
for electric cars is rising; the Labour Government’s plan to phase out
the sale of new petrol and diesel cars by 2030 (ive years earlier than
the previous government's target) means that the infrastructure to
charge them when consumers are on the move is now crucial with
more charging points needed in more locations around the country.
How we are responding
Across our buildings we integrate high standards of environmental
design and target the latest standards including EPC A ratings,
BREEAM Outstanding as well as net zero carbon in the operation
of our new developments. With wellbeing never so important,
our developments will not only focus on irst-class places to live
and work, but they will offer space to relax, unwind and enjoy the
surroundings.
We operate three solar photovoltaic farms on top of buildings we
own in Leeds and Manchester, which generated over 219,600 kWh of
energy in the year (FY24: 189,000 kWh) and avoided over 39 tonnes
of CO
2
(FY24: 111 tonnes). We continue to look at innovative ways to
further reduce our environmental impact.
In our Car Parking division, we have continued our roll-out of
EV charging points and rapid chargers across our car parks and
alongside our buildings. We currently operate 61 chargers across
CitiPark’s Car Parking portfolio and a further 38 chargers with NHS
and retail partners.
CitiCharge – a subsidiary of CitiPark
07
01
STRATEGIC REPORT
Bath Street
Refurbishment,
Glasgow
Feature Story
At Bath Street in Glasgow, we completed a comprehensive
refurbishment of the apartments and communal areas,
creating a more modern and welcoming living environment.
The works have delivered fresh interiors and
upgraded shared spaces, ensuring the
property meets the expectations of today’s
residents while retaining its character and
city-centre appeal.
This investment has not only improved the
day-to-day experience for tenants but also
strengthened the long-term appeal of the
building. By modernising these homes and
enhancing the quality of communal areas,
we have ensured Bath Street remains a
desirable residential address in a competitive
market, aligned with our strategy of adding
value through thoughtful asset improvement.
08
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
09 09
01
STRATEGIC REPORT
Feature Story
The launch of Z at Whitehall Riverside represents an important
step in the evolution of Leeds’ office landscape.
Conceived as a new breed of workspace,
Z brings together cutting-edge design with
a strong focus on sustainability, technology,
and wellbeing. Set on the riverside, the
building creates a unique environment
that balances innovation with nature,
providing a workplace experience tailored
to modern occupiers.
This development reinforces our role as
a forward-thinking landlord, committed to
delivering workplaces that anticipate the
needs of future generations. Z is more
than just an office building; it is a statement
of intent around how we see the future
of work – flexible, collaborative, and
environmentally conscious.
Z Building Launch,
Whitehall Riverside,
Leeds
10
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
11
01
STRATEGIC REPORT
STRATEGIC REPORT
Feature Story
Repurposing
123 Albion
Street
This strategic repurposing has transformed the
building into a vibrant leisure hub, broadening
the mix of uses across our portfolio and
ensuring the property contributes positively
to the local economy.
We have successfully repositioned 123 Albion Street by
welcoming new operators Riley’s and Glee Comedy Club.
The introduction of these brands
demonstrates our ability to adapt spaces in
response to market demand. With both
operators adding a fresh dynamic to the city’s
entertainment offer, 123 Albion Street is now
better aligned with consumer trends and has
established itself as a thriving addition to the
Leeds leisure scene.
A thriving addition
to the Leeds
leisure scene.
12
Town Centre Securities PLC Annual Report and Accounts 2025
13
01
STRATEGIC REPORT
STRATEGIC REPORT
Feature Story
New Restaurant &
Leisure Openings
at the Merrion
Centre
The Merrion Centre has continued to strengthen its position as
one of Leeds’ most diverse leisure and dining destinations.
Welcoming a number of new and reimagined
operators. Highlights during the year included
the arrival of La Fiesta, adding authentic
Mediterranean flavours to the mix, and the
much-anticipated reopening of the
independent favourite Fuji Hiro, which has
returned to delight loyal customers and attract
new audiences.
These additions bring fresh energy to the
Centre while reinforcing its role as a hub for
distinctive, experience-led dining.
Elsewhere, long-standing tenants have shown
confidence in the Centre by investing in their
offers. Tenpin has undergone a significant
upgrade, creating an enhanced entertainment
experience, while Bulgogi has been
transformed into the vibrant new Mommy
Mookrata concept. The introduction of Little
Lotus further diversifies the food offering,
underlining the Centre’s ability to provide
something for everyone. Together, these
developments showcase the Merrion Centre’s
ongoing evolution, with a strong blend of local
independents, innovative newcomers, and
established national operators.
La Fiesta, Leeds Merrion Centre
14
Town Centre Securities PLC Annual Report and Accounts 2025
15
01
STRATEGIC REPORT
STRATEGIC REPORT
Our Business Model
Development pipeline of over
£400m of high-quality assets
Our pipeline presents signiicant long-term
growth opportunities. With a combination
of potential office, residential and car park
opportunities.
Established relationships with
diverse, high-quality tenants
Our tenants include household names
such as Morrisons, Iceland and Greggs,
aswell as small and growing companies.
A resilient and robust business
with 60 years’ heritage
We take a long-term view underpinned
by a signiicant family shareholding.
Mix of short and
long-term inancing
We leverage our portfolio to provide
innovative and secure funding.
Experienced team with in-depth
knowledge of the communities in
which we operate.
We create vibrant local communities in
areas of strong economic growth, and
contributing to these communities is at
theheart of our culture.
What sets us apart
– investment case
Portfolio value by locationPortfolio value by sector
Offices 29%
Retail and Leisure 30%
Car Parking 14%
Hotel 4%
Residential 14%
Development 9%
Leeds 58%
Manchester 30%
London 9%
Scotland 2%
Sheffield 1%
Our diversified
portfolio spans a wide
range of sectors across
key regional locations.
We have a strong record of
creating long-term value through
income and capital growth.
16
Town Centre Securities PLC Annual Report and Accounts 2025
What we do
Actively manage assets to optimise income
andcapital growth
◆
Refurbish and upgrade
◆
Renew leases
◆
Reduce voids
Maximise available capital by utilising a
combination of secured lending, retained
proitsand share capital
Create a long-term
quality portfolio
Invest in our
development
pipeline, continuing
to unlock existing
opportunities and
create new ones
Acquire investment
assets to diversify
our portfolio
across sectors,
with a focus on
Leeds, Manchester
andLondon
How we generate
value for our key
stakeholders
For investors
We provide reliable returns
and long-term capital growth.
For tenants
For commercial tenants
we create spaces that help
support businesses and
meet their changing needs.
Weprovide safe environments
for our residential tenants,
withmoderncity living a
prerequisite.
For employees
We are committed to
providing a safe and secure
working environment
with opportunities for
careerprogression.
For communities
We strive to make a
positivecontribution
throughdevelopment
thathelps communities to
thrive and by supporting
localinitiatives andcharities.
01
STRATEGIC REPORT
17
STRATEGIC REPORT
Our Strategy & KPIs
We have clear plans to further
enhance shareholder value.
Loan to value 53.1%
Financial liabilities totalling £139.5m plus the
net cash overdraft of £0.4m as a percentage of
total assets worth £281.4m, less cash and cash
equivalents of £18.0m.
See glossary for deinition of these terms at the end of these
inancial statements.
Active Management
of assets to optimise income
and capital growth
Capital maximisation
by utilising a combination
of secured lending, retained
proitsand share capital
Investment
in our development pipeline,
continuing to unlock existing
opportunities and create
new ones
Acquisition
of investment assets to
diversify the portfolio across
sectors, with a focus on Leeds,
Manchester and London
Weighted average cost of net
borrowings at 30 June 2025
5.2%
(FY24: 5.3%)
Loan to value
1
as at
30 June 2025
53.1%
(FY24: 50.8%)
LTV headroom over our bank
facilities as at 30 June 2025
£24.6m
(FY24: £20.4m)
Generated from asset and investment
sales in the year ended 30 June 2025
£3.2m
(FY24: £6.8m)
Void rate at
30 June 2025 stands at
7.4%
(30 June 2024: 8.1%)
Capital expenditure in FY25
on the existing portfolio
£4.2m
(FY24: £5.3m)
Electric Vehicle charging
bays across our portfolio
61
(FY24: 61)
Development pipeline
remains in place
£400m
(FY24: £400m)
Retail and leisure proportion
of portfolio
30%
(FY24: 30%)
Percentage of the portfolio located in
Leeds and Manchester
89%
(FY24: 88%)
Percentage of portfolio
now invested in residential
14%
(FY24: 12%)
KPIs
KPIs
KPIs
KPIs
1 See glossary for deinition of these terms at the end of the inancial statements.
See our strategy page 16
18
Town Centre Securities PLC Annual Report and Accounts 2025
PROGRESS:
◆
The proportion of retail and leisure
assets in the portfolio has now settled
at 30%, down from 60% in 2016. Pure
retail now represents only 19% of the
total portfolio, and of that, 66% is in the
resilient Merrion estate.
◆
We made no signiicant disposals within
the year following the completion of a
successful disposal programme over the
last ive years.
PROGRESS:
◆
Net borrowings (total borrowings of
£139.5m and net cash overdrafts of
£0.4m less inance lease liabilities of
£29.5m) increased 1.7% to £110.4m, with
loan-to-value (‘LTV’) increasing to 53.1%
(FY24: 50.8%).
◆
We extended our existing Lloyds facility
by a further year; it now expires in
June 2027. There is a further one-year
extension that can be requested under
this facility, subject to bank consent.
PROGRESS:
◆
Our development pipeline, with an
estimated GDV of over £400m, is a
valuable and strategic point of difference
for TCS which we continue to progress
and improve.
PROGRESS:
◆
There were no acquisitions in the year.
PRIORITIES
◆
Future opportunities have been
identiied at Vicar Lane, Leeds and
the Merrion Centre.
PRIORITIES
◆
We will continue to review our portfolio
with an increased focus on bringing
forward our development pipeline.
◆
Optimising our capital structure
to reduce gearing and absolute
borrowing levels whilst reducing the
exposure to variable interest rates is an
ongoingfocus.
PRIORITIES
◆
We continue to review the sequence of
our development pipeline.
PRIORITIES
◆
We continually review opportunities to
acquire new investment assets across
all sectors, in particular in Leeds,
Manchester and London.
◆
Sites with asset management and/
or development opportunities are a
particular focus.
◆
We have made progress on opportunities
at Vicar Lane, Leeds with the
announcement of a key letting to Dishoom.
◆
We have served notice on an
underperforming right-of-use car park
in Watford.
◆
We have begun our ‘Pathway to Net Zero’
project, initially collecting emissions data
for all of our assets.
◆
We extended our existing NatWest
facility by a further 15 months; it now
expires in December 2026.
◆
Our existing Handelsbanken facilities
expire in June 2026; we will look to
renew this facility with a new three-year
term loan in the coming months.
◆
In June 2025 we received planning
approval from Leeds City Council for
1,039 student bedrooms at the Merrion
Centre – including the conversion of
Wade House, an existing 13-storey office
building, and the creation of a new tower.
19
01
STRATEGIC REPORT
The Merrion Centre, Leeds
Diversiied
Portfolio Review
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
20
Portfolio value by locationPortfolio value by sector
Offices 29%
Retail and Leisure 30%
Car Parking 14%
Hotel 4%
Residential 14%
Development 9%
Leeds 58%
Manchester 30%
London 9%
Scotland 2%
Sheffield 1%
Valuation
The like-for-like value of our portfolio decreased by 2.4% (£4.2m)
after capital expenditure of £4.2m and a £2.1m disposal in the year.
Percentage of Residential
14%
2024 | 12%
Percentage of Offices
29%
2024 | 28%
21
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STRATEGIC REPORT
STRATEGIC REPORT
Portfolio Review continued
The valuation of all of our properties (except two) was carried out by CBRE.
Portfolio overview
Passing
rent
£m
ERV
£m
Value
£m
% of
portfolio
Valuation
incr/(decr)
Initial
yield
Reversionary
yield
Retail & Leisure 0.4 1.5 15.9 6% 14.5% 2.3% 9.2%
Merrion Centre (exc. offices) 4.0 4.7 48.1 19% -7.1% 7.9% 9.2%
Offices 4.9 6.5 73.7 29% 0.7% 6.3% 8.3%
Hotels 0.9 0.9 10.2 4% 3.0% 8.5% 8.5%
Out-of-town retail 1.1 1.3 13.1 5% 4.6% 7.6% 9.7%
Residential 1.7 1.9 34.5 14% 6.7% 4.6% 5.1%
13.0 16.8 195.5 77% 1.0% 6.3% 8.1%
Development property 22.6 9% -14.9%
Car parks 36.0 14% -10.9%
PORTFOLIO 254.1 100% -2.4%
Note: includes our share of Merrion House within Offices (£27.5m – see note 14 of these inancial statements) and car park goodwill of £1.7m (see note 13 of these inancial
statements) arising on individual car park assets, but speciically excluding goodwill arising from car park operation acquisitions. None of the above is included in the table
set out in note 12 of these inancial statements.
Note: excludes IFRS 16 adjustments that relate to right-of-use car park assets (£20.9m) as the Directors do not believe it is appropriate to include in this analysis assets which have
fewer than 50 years remaining on their lease and the Group does not have full control over these assets. These assets are included in the table set out in note 12 of these
inancial statements.
The table below reconciles the table above to that set out in note 12 of these inancialstatements:
FY25
£m
FY24
£m
Portfolio as per note 12 245.8 248.9
50% share in Merrion House 27.5 27.5
Goodwill – Car parks 1.7 2.5
Less – Right-to-use car parks (20.9) (22.9)
AS PER THE TABLE ABOVE 254.1 256.0
22
Town Centre Securities PLC Annual Report and Accounts 2025
Sales and purchases
During the inancial year ended 30 June
2025 we did not sell or purchase any new
properties, however we did serve notice to
terminate the lease on one of our right-
of-use car parks, which has resulted in
the recognition of a proit on disposal of a
leasehold property.
Our continued commitment to asset
recycling is clear when opportunities arise.
The table below details the £168.4m of
disposals made since FY17, of which 71%
were retail and leisure assets.
Sales Purchases
£m
% retail
& leisure £m
% retail
& leisure
FY17 22.3 88% 4.0 46%
FY18 10.1 95% 9.0 0%
FY19 14.0 100% 16.0 25%
FY20 2.5 100% 1.7 100%
FY21 48.0 93% – –
FY22 37.9 59% 7.0 100%
FY23 33.4 21% 18.8 0%
FY24 0.2 0% 1.5 0%
FY25 0.0 0% 0.0 0%
168.4 71% 58.0 25%
Retail and leisure
The retail and leisure market has recovered
this year. We have seen this with valuation
improvements on our retail and leisure
assets outside of the Merrion Centre.
Renewed interest in our Vicar Lane property
following the announcement around
Dishoom coming to Leeds is a particular
highlight. The wider Merrion Estate is
proving resilient, however the internal retail
mall is suffering both from existing and
potential tenant demand.
As the online retail market grows, high
street units are having to diversify their
offering to become more than just shops;
some are now incorporating experiences,
entertainment and restaurants. This is
a trend that we are looking to replicate
throughout ourportfolio.
Regional offices
The valuation of our office portfolio has now
stabilised following a number of years of
decline and in the year has grown by 0.7%.
Whilst the office market continues to face
signiicant macroeconomic pressures there
have been signs of positivity throughout
the year, with rental growth being achieved
at each building within our office portfolio.
This is particularly true at Town Centre
House where we have committed signiicant
investment into our suites and communal
areas, allowing us to achieve EPC A and
assist us in our sustainability targets.
Office space in prime locations continues
to be well sought after, and we are seeing
more demand for lexible work-space to be
offered as part of a wider building amenity,
with those taking large space on traditional
leases looking for lexible space within the
building to scale up and down as necessary.
Residential
The residential market has continued
to grow with our residential portfolio
increasing by 6.7% in value during the year.
Whilst the Manchester rental market has
started to see softening demand there has
still been annual growth of 2.4%, with our
Manchester portfolio outperforming this
due to its positioning within the market,
allowing us to remain an attractive option
to various parties. The removal of multiple
dwellings relief on stamp duty had an
affect on our portfolio last year however the
market now appears to be rebalancing itself,
with demand growing again.
Car parks
During the year, the Company’s freehold
and long leasehold car park assets fell
in value by £4.4m, a drop of 10.9%.
Occupancy levels across the portfolio
remain consistent however increased
operating costs and rental charges
negatively impacted the underlying values.
Developments
The value of the Company’s development
sites reduced by £3.7m or 14.9% in the year.
Town Centre House, Leeds
23
01
STRATEGIC REPORT
Property
Divisional Review
CGI – Whitehall Riverside, Leeds
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
24
OPTION 2
Overview
Our long-term perspective has remained a mainstay of our approach as
international geopolitical factors have caused economic uncertainty, and, as
such, the reporting period was not one of significant change to the portfolio.
We remain in a strong financial position and continue
to take a long-term approach toourportfolio.
In the main, our assets remain well let, with
the exception of some voids and spaces
held for redevelopment in Leeds. We did
not make any acquisitions or disposals
during the year, although we will continue
to evaluate opportunities on a case-by-
case basis to ensure alignment with our
investment criteria and priorities. Excluding
the impact of business failure, where three
of our tenants went into administration in the
year, rent collection has remained robust.
We have continued to progress our
development sites, while monitoring
economic conditions and market sentiment
to inform decisions.
The Merrion Estate, Leeds
25
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STRATEGIC REPORT
STRATEGIC REPORT
Divisional Review continued
Performance by segment
Our office locations have seen high
occupancy. In line with our asset
management strategy to invest in high-
quality space, the refurbishment of Town
Centre House has gone well, with offices
on the ground and fourth loors let, and a
tenant on another loor looking to expand.
Across the wider sector, we have continued
to see larger corporate occupiers seeking
quality spaces with strong sustainability
credentials as they encourage a return to
office working. Demand for office space
continues to be affected by people working
from home, however, despite an increase
in employers mandating office-based work.
There is a great deal of secondary office
stock to be absorbed before signiicant
new build office development is likely,
particularly in a challenging funding
environment with interest rates remaining
high, despite the recent reductions in the
Bank of England base rate.
There have been winners and losers in the
leisure sector, with several of our units
affected during the year by restaurant
closures. Our team has been busy working
on what could replace them, and it is
encouraging to see strong interest from
prospective occupiers. We have made some
high-quality lettings during the period. An
example is Dishoom, who have chosen to
locate their irst Leeds restaurant on Vicar
Lane and will occupy 8,000 square feet
over two loors of the Coronation Buildings.
A high-proile operator like Dishoom coming
to Leeds is generating interest from other
restaurant operators looking for a presence
in the city. We are continuing to explore
options for reinventing the vacant nightclub
space at the Merrion Centre.
Our residential assets have continued
to perform well across our locations. In
Glasgow, we completed the refurbishment
of Bath Street during the period and
have let the apartments at strong rents.
Our properties in Manchester and Leeds
have also seen high occupancy and
increasingrents.
Our Ibis Styles hotel has also enjoyed
high occupancy throughout the year, with
the UKREiiF (Real Estate Investment and
Infrastructure Forum) in May an example
of the types of events and conferences
attracting high numbers of delegates
to Leeds.
Generated revenues
£15.4m
2024 | £15.3m
ibis Styles Hotel, Leeds
26
Town Centre Securities PLC Annual Report and Accounts 2025
Development pipeline
At the end of the reporting period, we were
pleased to receive planning approval from
Leeds City Council for a lagship student
accommodation scheme at the Merrion
Centre. The plans will deliver 1,039 high-
quality student bedrooms with premium
amenities by repurposing the vacant
13-storey Wade House and introducing a
striking 37-storey building on the adjacent
100MC site. Adding residential use for the
irst time marks a signiicant milestone in
the Merrion Centre’s 61-year history and
supports our vision to diversify the estate.
Having received planning permission for our
prime Whitehall Riverside site in 2024, we
completed groundworks during the year.
We recently unveiled details of Z, which will
create best-in-class, smart, energy-efficient
office spaces as a core element of the wider
masterplan that also includes a multi-
storey car park, and are in discussions with
potential occupiers.
Outlook
As we work to optimise returns from our
portfolio and advance our development
pipeline, diverse external factors will
continue to present opportunities as well
as challenges. Our expertise in multiple
sectors, inancial strength and long-
term perspective make us well placed to
capitalise on opportunities as they arise,
as well as ride out periods of uncertainty in
speciic parts of the market, and we look
forward with conidence.
CGI – Whitehall Riverside, Leeds
We expect to see a
high margin between
rents in new build and
refurbished properties.
27
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STRATEGIC REPORT
CitiPark
Divisional Review continued
CitiPark, Leeds Merrion Centre
28
Town Centre Securities PLC Annual Report and Accounts 2025
STRATEGIC REPORT
Overview
The past year has been a period of consolidation for CitiPark, with a focus on
organic growth of our existing portfolio, while we have maintained a cautious
approach to exploring opportunities for growth. Revenues for the year were
£14.0m (2024: £13.4m).
Performance
Utilisation of our branches has continued
to be inluenced by structural factors
including fewer working days in the office,
as well as local policies to encourage
changes in travel patterns, such as traffic
management schemes to alter traffic lows.
We have maintained our efforts to offset
the effects of such challenges by offering
different propositions and promotions to
local businesses as we work to develop and
strengthen relationships.
After taking on management of three
branches in the previous reporting period,
we have not entered additional car park
management agreements this year. We have
focused on operating existing locations
and generating learnings to support the
evaluation of futurebranches.
As part of our ongoing efforts to optimise
our operations, we took the decision to
serve notice on a lease for one of our car
parks in Watford, and will exit this branch in
December2025.
Revenues for the year
£14.0m
2024 | £13.4m
Technology and innovation
Our parking management system has now
been deployed across all our branches
– owned and managed – and has been
very well received. Our software and the
associated hardware have greatly improved
the customer experience, supported revenue
generation and also created synergies with
our enforcement business. We continue to
drive improvements and to beneit from
cost efficiencies from operating our own
platform.
Our investment in EV charging infrastructure
has focused on renewals and upgrades.
Decisions on expansion of charging points
are informed by our data and insights on
utilisation as well as customer feedback.
Although the number of charging points
on our own branches has remained stable,
we have increased the number of chargers
under our management, adding 29 chargers
at the Plateworks in Leeds after we were
approached to manage this new location.
Outlook
With a solid, well-invested business across
our branches, parking management system
and ancillary services, we retain a positive
view of CitiPark’s prospects. We will continue
to apply our rigorous approach to evaluating
opportunities for growth and innovation,
applying our deep sector expertise as
well as data from our operations to guide
decisionmaking.
29
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STRATEGIC REPORT
STRATEGIC REPORT
Section 172 Statement
STRATEGIC REPORT
Carvers Warehouse, Manchester
30
Town Centre Securities PLC Annual Report and Accounts 2025
Statement by the Directors in performance of
their statutory duties in accordance with s172(1)
Companies Act 2006
The Board believes that, individually and collectively, they have acted in a way they consider, in good faith, would be most
likely to promote the success of the Company for the beneit of its members as a whole, having regard to the stakeholders
and matters set out in s172(1) (a–f) of the Companies Act 2006. We have continued to protect and generate value for our
stakeholders for 65 years and remain committed to pursuing our strategy for long-term value creation.
We believe that consideration of our stakeholders is the foundation of what we do and the basis of every decision that is
made throughout the Company. To demonstrate how entrenched this is in the way we act as a business we have included
cross-references to where you can ind further examples across this report.
Why invest in
Town Centre
Securities?
Clear demonstration
of the value we provide
toShareholders
Strategy
Responsible
business
Clearly defined
plans for the future
of the business
Demonstrating
understanding of how
our business impacts
those around us
READ MORE
PAGE 16
READ MORE
PAGE 17
READ MORE PAGE 34
31
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STRATEGIC REPORT
STRATEGIC REPORT
Section 172 Statement continued
How the Board factors its stakeholders into
decision-making
The table below sets out who we believe to be our key stakeholders, why they are important to us and, subsequently, how we factored their
interests into our decision-making process to promote the success of the business as a whole.
Our stake-
holders:
Why they are
important:
How we engaged during the year:
SHAREHOLDERS Shareholders are key
to ensuring we have
the capital to continue
doing what we do. They
keep us accountable
and provide direction
and approval of future
plans.
The primary communication with Shareholders is through the Annual Report and
Accounts, the half-year release and the Annual General Meeting (‘AGM’). All Directors
attend the AGM (either in person or by teleconference), and we encourage Shareholders
to ask questions of the Board and to meet informally after.
In addition, the Chairman & Chief Executive and Finance Director maintain a dialogue
with institutional Shareholders and analysts immediately after the announcement of the
half-year and full-year results, and at other times throughout the year, taking on board
suggestions especially with regard to non-inancial reporting.
During the year the Board considered key decisions around the implementation of
the strategy of the business. Following the recent successful disposal programme
that has reduced the Company’s exposure to retail and leisure tenants, the levels of
debt and increased loan-to-value headroom on its individual bank facilities, the Board
reviewed the updated capital allocations and working capital requirements of the Group.
Following two tender offers in the last three years and with the current levels of gearing
and surplus cash, the Board determined that any further tender offers would not be in
the best interests of Shareholders.
As part of these processes the Board was provided with brieing papers, prepared and
presented by the Executive Directors.
Following the Company’s exit from the REIT regime and the payment of a special
interim dividend in June 2024, the Board has deemed it appropriate to resume a regular
dividend cycle with the payment of an interim dividend of 2.5p per share in June 2025
and a proposed inal dividend to be paid in January 2026.
EMPLOYEES Our employees allow
us to continue to
deliver and maintain
quality environments
and services for our
customers, and sustain
long-term growth,
providing value to
our Shareholders.
Ensuring we have
happy employees with
challenging work, in turn
produces higher quality
outcomes and beneits
all stakeholders.
We are committed to the personal and professional development of our employees,
supporting employees through studies.
We continue to look for ways to improve the rewards and support we give our staff
beyond their base salary, and have a number of schemes in place to enable this. This
includes but is not limited to: salary sacriice schemes for childcare vouchers; cycle
to work and electric car initiatives; Westield Health care and a health screening
programme for head office-based staff; a company pension scheme and access to a
pension advisor; and a share-save scheme allowing all staff to beneit from the HMRC
scheme, with TCS also contributing shares.
The canteen and break-out spaces enable all employees and Directors to engage with
each other outside of the pure work environment.
The Board is also very conscious of the ongoing cost-of-living crisis and 37 members of
staff, in the October 2025 pay review, have been awarded bonuses in addition to salary
increases. Although not necessarily a formal Board decision matter, the seriousness of
the cost of living, inlation and interest rate rises has been discussed both at Board level
and at the Remuneration Committee, where the Board decision was then ratiied.
Ian Marcus, Non-Executive Director, is our workforce representative.
Further details on our workforce engagement can be found on page 37.
32
Town Centre Securities PLC Annual Report and Accounts 2025
Our stake-
holders:
Why they are
important:
How we engaged during the year:
TENANTS Delivering for customers
is at the heart of
everything we do.
Whether that is locally-
based businesses in our
mixed-use developments
or users of our state-of-
the-art car parks. If our
customers are satisied,
then we know we are
delivering enjoyable
and high-quality
environments. We value
highly the long-term
relationships we have
with our tenants.
We speak to all our tenants on a regular basis, in an attempt to understand the pressures
that they are under and how we can work with them and ensure they remain tenants
in the longer term. We have been particularly keen to ensure that small and long-term
loyal tenants are helped not only inancially but with wider operational support as well.
A particular focus in the current year was around waste recycling and engaging with
tenants helping them understand the importance of proper waste disposal and the
environmental beneits of effective waste segregation.
In the current year we have engaged with tenants around their own greenhouse gas
emissions (in particular Scope 1, 2 and 3), starting with all tenants occupying over 10,000
sq ft of space as well as a collaborative approach to improving the EPC ratings of all our
properties.
All decisions made with regards to new tenants and rent concessions are made at the
property review meetings, with all Executive Board members in attendance.
The minutes of both the property review and CitiPark management meetings then form
an integral part of the main Executive Board meetings.
Further details on our engagement with our customers can be found on pages 06 to 07.
DEBT FUNDERS Our economic
model assumes that
we leverage assets
developed to continue
to invest and grow. This
makes the availability
of secured debt
funding key to business
development. We see
our three main bank
debt funding providers
and our debenture
holders as key
stakeholders.
We remain in regular communication with our banks. We have made sure to update them
on rents received and key measures related to overall Company performance and the
assets speciically secured to their facilities.
In addition, we prepare a debenture-speciic presentation (available on our website)
which the Chief Executive and Finance Director are more than happy to present to any of
our debenture holders.
As part of the monthly Board papers, summaries of each of the Company’s debt
facilities, together with the properties secured, are provided. During the year the Board
has discussed the levels of debt inancing required, and following reductions in our
bank facilities in previous years, the Board decided not to further reduce the quantum of
any of the three debt facilities available to the Company. With individual facilities up for
renewal in the next 24 months, the Board have started negotiations on either extensions
to or suitable renewals for these facilities.
COMMUNITY We believe we have a
duty to make a positive
contribution locally
and be considered
an integral part of the
community.
During the year the Merrion Centre has hosted weekly and more permanent events,
primarily aimed at children and families – examples of which includes our involvement in
the 'Wonderland Awaits' trail and our Chinese New Year celebrations, both of which were
held in the main mall of the Merrion Centre.
The Leeds School Uniform Exchange opened in the Merrion Centre providing a platform
to help families access affordable clothing.
Further details on our engagement with the community can be found on page 37.
ENVIRONMENT The Board
acknowledges that it
has a responsibility
to minimise its
environmental impact.
In the coming year the Board, along with the Sustainability and Climate Change
Committee and external professional advisers, will develop the TCS ‘Pathway to
Net Zero’. This will be a collaborative approach with our tenants, helping to reduce
emissions, encourage recycling and to improve the environmental credentials of our
existing buildings.
The strategy for future developments is to not only provide buildings that are
sympathetic to their existing surroundings, but also to safeguard them for future
generations, some of the key targets being:
• EPC A Rating
• BREEAM ‘Outstanding’
• Net zero carbon in operation
• 38.5% less energy consumption than buildings regulations stipulate, with 100% of
energy coming from renewable sources
Board discussions and ultimately decisions around the Company’s development pipeline
is a standing agenda item at the Board meetings. Brieing papers around the proposed
developments include key environmental and placemaking credentials.
Further details on our engagement with the environment can be found on
pages 40 to 49.
33
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STRATEGIC REPORT
STRATEGIC REPORT
Responsible Business
ESG
Introduction:
TCS has been committed to generating long-term
sustainable success since its foundation over 65
years ago and still retains the ethos of its founder
that business should make a positive contribution
to the communities in which it operates.
The Marjorie & Arnold Ziff Charitable Foundation is a registered charity which, whilst
managed separately with its own resources based on a TCS shareholding, plays a key role
in facilitating the Ziff family to support the local community. Edward Ziff, our current Chair
& CEO, was awarded an OBE for service to the community in 2017 and is a governor of the
University College School Hampstead in London.
We recognise the need to develop a more formal structure to support our activities and
ambitions in this area and are continuing on the journey to create an ESG framework with
clearly articulated targets and metrics to measure progress against our focus areas. During
the year we have focused on our environmental reporting, in particular expanding our
emissions reporting to include all of our scope 1, 2 and 3 emissions; further details around
this are set out in our SECR report which can be found on pages 40 to 41.
Governance
The Board currently has responsibility for overseeing our activities in this area and ensuring
that ESG issues are considered in all our decision-making. When we invest our capital we
always look to protect the environment, beneit the communities that surround us, and take
into account the needs of all our stakeholders.
CGI – Whitehall Riverside, Leeds
34
Town Centre Securities PLC Annual Report and Accounts 2025
Our approach
ESG is at the heart of everything we do. We aim to ensure that all the activities we undertake as part of our four strategic workstreams are
underpinned by the following ive ESG principles which form the basis of our ESG programme:
• Minimise our environmental impact
• Engage with our external stakeholders
• Engaged and committed employees
• Make a positive contribution to the communities we operate in
• Always do the right thing
The table below details some of the ESG-focused activities that are currently underway across the business and outlines how they it into
our strategic framework.
Key
Strategic projects
1 Merrion Centre waste and sustainability plan, Green Apple
Award recognition
2 Energy efficiency programmes lowering service charge and
utility costs for tenants
3 Head office with living walls and improved circulation space
4 Investment in EV charging infrastructure and growth in EV
charging across CitiPark portfolio
5 Solar farm investments in Leeds and Manchester
6 EPC A and BREEAM ‘Outstanding’ targets for all new buildings
7 WELL building standard target
8 Full recycling options at Burlington House
9 Merrion House facilities including recycling and cycle storage
10 Burlington House value-added services including cleaning,
deliveries and itness
11 Piccadilly Basin – street art project, security improvements
12 Environmental targets for all future developments
13 Continued development of the CitiCharge and CitiPark apps
14 Signiicant CSR programme supporting local communities
and charities
15 Speciic parking rates for EV/Hybrid drivers at Clipstone Street,
Merrion and the AO Arena
16 Investment in WiredScore and Built AI
17 Westield Health beneits for staff
18 Ongoing Share Incentive Plan (‘SIP’) scheme to engage and
beneit all staff
19 Go Ultra Low status for CitiPark
20 Installation of PIR and LED lighting systems in properties and car
parks
21 Ian Marcus appointed workforce Board representative
22 Development of our ‘Pathway to Net Zero’
23 Electric vehicle salary sacriice scheme available to all staff
24 Enhanced reporting on GHG emissions and EPC
improvement process
Actively managing
our assets
Maximising
availablecapital
Investing in
development assets
Investing in
existingassets
MINIMISE OUR ENVIRONMENTAL IMPACT 1, 2 1, 4, 5, 13, 15 6, 8 12, 19, 20, 22, 24
ENGAGE WITH OUR EXTERNAL STAKEHOLDERS 2, 4, 15 2, 6, 7, 8, 9, 11 2, 6, 9, 10, 16, 24
ENGAGED AND COMMITTED EMPLOYEES 3, 17, 23 18, 21
MAKE A POSITIVE CONTRIBUTION TO OUR COMMUNITIES 14 11, 6, 7 22
ALWAYS DO THE RIGHT THING
Chinese New Year at the Merrion Centre
35
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STRATEGIC REPORT
STRATEGIC REPORT
Responsible Business continued
Alignment with the UN Sustainable
Development Goals (‘SDGs’)
TCS recognises the importance of the UN SDGs and as we further develop our
ESG programme we are using these to inform our decision-making and target-setting.
The key SDGs that TCS has an impact on and our activities in
these areas are set out below:
Goal 3 Good health and wellbeing
Our charitable work with children (eg our work with First Give, the Yorkshire Children’s Charity and
Flourishing Families).
Goal 7 Affordable and clean energy
Producing our own solar energy through the development of three solar farms in Leeds andManchester.
Goals 11 & 12 Sustainable cities and communities and Responsible consumption
andproduction
The continued expansion of our EV charging network through our CitiCharge business. Ourtenant
engagement plan to report on the combined GHG emissions of our portfolio as wellas our EPC
improvementprogramme.
Goals 10 & 17 Reduced inequalities and Partnerships for the goals
Local charitable partnerships including Tempus Nova and the Yorkshire Children’s Charity.
36
Town Centre Securities PLC Annual Report and Accounts 2025
People & Communities
ENGAGED AND COMMITTED
EMPLOYEES
We have a relatively small team
at our head office and pride
ourselves on how we treat our
employees.
We pride ourselves on being a business
that has a family feel to it, building a clear
culture over our 60+ years in business as a
small company that cares for and looks after
its employees, creating opportunity and
giving accountability. Expectations of staff
are high and at times demanding. However
we endeavour to always support staff, and
go above and beyond any documented HR
policy. We like all staff to know that if they
have a problem, work-based or personal,
that they can talk with the Directors and
senior management in the knowledge that
the Company will do everything it can to
support them. We believe in the concept of
opportunity for all, and do not tolerate any
form of discrimination.
Our Non-Executive Director Ian Marcus
has taken on responsibility as our Board
representative for the wider workforce.
Whenever in the office Ian meets with
staff members. Ian’s responsibility in this
regard enables us to assess the culture
and engagement within the business and
challenge management where necessary in
this regard.
TCS runs a Share Incentive Plan (‘SIP’)
scheme available to all staff, operated under
HMRC guidelines. It is an attractive beneit
and helps to engage colleagues in the wider
success of the business.
Human rights
Although we do not have a dedicated
human rights policy, a respect for human
rights is implicit in our employment
practices and our engagement with
thirdparties.
Work environment
We continually look for opportunities to
improve the work environment for our staff.
This is exempliied by our Leeds head office
which has been designed to be a modern
and comfortable place to work.
In addition, we have improved beneits in
recent years for head office staff, improving
Company pension contributions above
statutory requirements, introducing a
health insurance policy, a new electric
vehicle salary sacriice scheme and
health screening.
We are committed to learning and
development and are supporting colleagues
through Chartered Surveyor and Chartered
Accountant qualiications. We have also
given work experience opportunities to
local students.
Diversity and inclusivity are important in our
business with a 73/27 male to female split
across the whole business.
MAKING A POSITIVE
CONTRIBUTION TO
COMMUNITIES
We contribute to a broad range of local
causes, with charities focused on children
and young adults particularly close to our
hearts. We complement our support for
long-standing partners with standalone
initiatives. We also seek to improve and
create a sense of wider community in our
areas of operation, using our assets and
resources to work with other community
partners:
Young people – First Give
We are the main sponsor of the First Give
programme in Yorkshire – a charity that
encourages students to learn about social
issues in their communities, and then
ultimately to plan and deliver social action
activities, including fundraising, for their
chosen charities.
Contributing to the community –
Merrion Centre, TCS and CitiPark
At Easter the teams at the Merrion Centre,
TCS and CitiPark donated over 240 eggs to
St Peter’s C of E primary school, Leeds.
Contributing to the community –
Merrion Centre
During February 2025 the Merrion Centre
partnered with iconic hair styling brand
GHD and the Children’s Heart Surgery
Fund ('CHSF') to raise vital funds to save
younglives.
The charity initiative was part of
#HeartMonth and saw visitors to the
shopping centre enjoy professional
hairstyling for a minimum donation of £5,
with all proceeds supporting CHSF’s life-
saving work.
Contributing to the community –
Merrion Centre
During February 2025 the Merrion
Centre hosted its biggest ever Chinese
New Year celebrations. The two-day
festival, which saw a +5.45% increase in
footfall compared to the previous year,
delivered an electrifying atmosphere
as visitors immersed themselves in
a vibrant programme of traditional
performances, interactive workshops,
andculturalshowcases.
Building on the overwhelming success
of previous years, the Year of the Snake
celebrations took place over two weekends,
transforming the Merrion Centre into
a bustling hub of entertainment and
culturaldiscovery.
Visitors were treated to captivating live
performances, including the iconic Qi
Lin Dance, Tai Chi demonstrations, and
enchanting musical displays, alongside a
stunning showcase of traditional Hanfu and
Qipao fashion. Families and individuals of
all ages participated in hands-on cultural
activities, making it a true celebration of
Chinese heritage.
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ENGAGE WITH OUR EXTERNAL
STAKEHOLDERS
CitiPark LED diagrid facade
The lagship CitiPark branch at Leeds
Merrion Centre has this year supported
a variety of regional, national and
international causes by illuminating
its external LED diagrid facade facing
MerrionWay.
We have used it to support various
initiatives/causes including supporting
the Living Donor Week (green), the UEFA
Women’s Euro 2025 Final (red and white),
Craniosynotosis Awareness Month (purple)
and Brain Tumour Awareness Month (pink
and yellow).
Merrion Estate
Our ‘Shop, Eat, Drink & Be Merrion’
strategy aims to ensure the Merrion Centre
remains one of the city’s prime retail and
leisure destinations. This includes offering
safe places to sit, relax and meet whilst
shopping, such as ‘The Green’ and ‘The
Library, which are always well received
by visitors.
We continue to focus on the unique beneits
the Merrion Centre offers visitors. As a
destination where larger brand essential
stores sit alongside some of the city’s
most unique independent retailers, our
ongoing campaigns aim to highlight our
diverse mix of venues to our ever-changing
visitordemographic.
Communication is paramount and we pride
ourselves on our continuous engagement
with tenants both face-to-face and digitally
throughout the year.
Engaging young people
This year, the Merrion Centre has continued
to play an active role in supporting and
engaging with the local community through
a wide range of events and partnerships.
We were proud to support the Leeds School
Uniform Exchange initiative, providing a
platform to help families access affordable
clothing in a sustainable way. In addition,
we partnered with GHD and the Children’s
Heart Surgery Fund for a special fundraising
event, combining entertainment with a
meaningful cause that resonated strongly
with visitors and tenants alike.
Our calendar of community-focused
events also included our largest ever
Chinese New Year celebration, which
brought together thousands of people
to enjoy vibrant performances, cultural
activities, and traditional festivities. We
were also delighted to take part in the city-
wide Wonderland Awaits trail, where the
Merrion Centre hosted a giant interactive
Caterpillar installation. This experience
formed part of a family-friendly puzzle trail
across Leeds, encouraging participants to
explore multiple locations, solve challenges,
and win prizes. For younger visitors,
appearances from much-loved children’s
characters Bluey and Hey Duggee created
further memorable experiences, reinforcing
the Merrion Centre’s role as a destination
for families. Collectively, these initiatives
highlight our ongoing commitment
to delivering inclusive, engaging, and
impactful community events that contribute
positively to city life.
ALWAYS DO THE RIGHT THING
TCS takes its responsibilities as a listed
UK business extremely seriously, and is
committed to upholding high standards
of corporate governance. Whilst we spend
considerable time ensuring we review our
compliance against rules, laws and codes,
we also spend much time ensuring we
abide by the spirit of such requirements,
instilling a culture within the organisation
of ‘doing the right thing’.
Key areas of focus include:
• Implementing the Corporate
Governance Code – As detailed on page
63, TCS has worked closely as a Board to
review the requirements of the Code and
be clear where we believe compliance
is necessary and right, and where it is
appropriate to explain why we take a
different approach.
• Debenture holders engagement – TCS
has in place a long-term debenture where
most of our day-to-day contact is with the
debenture trustee. When asked, Edward
Ziff and the Group Finance Director will
present to the bond-holders to ensure
they fully understand the status of TCS
and the security of their investment.
• Health and Safety (‘H&S’) – We are
committed to providing a safe and
secure working environment, in our own
offices and in our properties, particularly
those such as the Merrion Centre, where
we maintain an on-site management
function. We have an established
Group health and safety policy, which
is approved by the Board annually, and
we review health and safety issues
and incidents at every Board meeting.
The Property Director oversees its
implementation, and chairs a quarterly
internal meeting reviewing all aspects
of H&S across the business as a whole
– from our offices to our properties, car
parks and hotels. We have implemented
a new reporting and monitoring system
in the past year to facilitate this. Our
operational teams have clear health and
safety objectives and review procedures
regularly, taking action where necessary.
• Whistleblowing – We have a
whistleblowing policy in place that
is reviewed at least annually. We see
this policy as an important feature to
encourage and enable all staff members
to ‘do the right thing’.
Responsible Business continued
38
Town Centre Securities PLC Annual Report and Accounts 2025
Environment
DELIVERING THE PROGRAMME
ENVIRONMENTAL REPORT
In alignment with our commitment to
sustainability, this report emphasises
our progress towards achieving
sustainable targets and highlights the
initiatives implemented to mitigate our
environmental impact. As in previous
years this Sustainability Report focuses
on the Merrion Centre, our largest and
most complicated asset. This report does
not include metrics related to the rest of
the estate, as much of it is let to third-
party tenants who are responsible for the
generation of, and reporting on, their own
environmental footprint.
With growing concerns about sustainability
and the long-term effects of human
activities on the environment, it has
become essential for organisations such
as ours to adopt responsible practices.
This report highlights the initiatives we
are pursuing to lessen our impact on the
environment. With sustainability becoming
an increasingly important global priority,
it is essential for organisations like ours
to embrace responsible approaches. The
purpose of this document is to set out
the measures we plan to implement to
minimise our environmental footprint, from
lowering energy use and reducing waste to
enhancing the efficiency of our resources.
Through these efforts, we aim to support a
more sustainable future, meet regulatory
requirements, and remain aligned with
bestpractices.
In summary, we are committed to reaching
our sustainability goals and conident we
can make a positive difference. By focusing
on smart and effective solutions, we aim to
cut our carbon footprint and lead the way in
setting a high standard in our industry.
Key achievements and aims
Energy consumption and efficiency
One of our continuing key initiatives is the
lighting energy-saving scheme designed to
reduce electricity consumption. Over the
past year, this initiative has undergone a
wider review to include additional lighting
areas, updated speciications, and smarter
control over when lighting is used.
With these enhancements, the scheme is
expected to deliver even greater beneits,
including a 64% year-on-year reduction in
annual CO
2
emissions. This relects not only
our ongoing commitment to sustainability
but also our dedication to adopting the
most effective, forward-looking solutions.
Beyond cutting carbon and energy use, the
scheme also supports our environmental
goals and contributes to reduced
operatingcosts.
Waste
Equally important is our comprehensive
waste management strategy. Over the last
12 months, our average waste production
has remained steady at 46 tonnes per
month. We continue to achieve our goal of
zero waste to landill.
To continue improving these results, we
continue to focus on encouraging tenants
to segregate waste streams effectively,
particularly in the areas of dry mixed
recycling and food waste streams.
In support of this, we are currently
tendering our waste contract to ensure
that our future waste services partner is
fully aligned with our sustainability goals.
As part of this process, we are placing
strong emphasis on innovation, reporting,
and sustainable waste practices, ensuring
that the selected provider can help us
drive further improvements in recycling
performance and overall waste reduction.
We continue to recycle cooking oil, and
this year we have raised £2,313 through
this initiative. Our ongoing goal is to
signiicantly improve how we manage and
recycle used cooking oil by making the
process more convenient and accessible to
all. This not only supports our sustainability
strategy but also helps generate valuable
funds that are reinvested to drive further
improvements to the centre.
Sustainable cleaning
We are pleased to report on the continued
use of OdorBac Tec 4, a sustainable and
environmentally friendly cleaning solution.
OdorBac has proven to be an effective and
safe chemical that supports our efforts to
maintain a clean and healthy environment
while minimising our ecological footprint.
The introduction of the plastic closed
loop system has supported our aim of
zero plastic waste as the containers used
for OdorBac are now being reused in a
continuous cycle.
A dosing system is to be introduced
imminently which will ensure the correct
amount of OdorBac is used in all cleaning
processes, preventing overuse and
minimising waste.
This initiative aligns with our commitment to
sustainable practices and further enhances
the efficiency and effectiveness of our
cleaning operations.
Solar energy
Solar energy is a clean, renewable resource
that can help reduce our carbon footprint,
lower energy costs, and support our
sustainability goals. In the coming year, we
will evaluate and select the most suitable
locations for solar installation, aiming
to maximise the environmental beneits
and make real progress towards our
sustainability targets. During the year we
generated 219,610 kWh of electricity from
our existing three solar farms
(FY24: 189,159 kWh).
In the past 12 months there have been no
incidents of environmental non-compliance
and no environmental ines were received.
TCS continues to pursue our ambitious
sustainable targets; we are conident in our
ability to drive positive change and serve as
a model for responsible business practices
within our industry.
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SECR – Greenhouse gas emissions (‘GHG’) statement
In line with the Companies Act 2006 (2013 Regulations) and the Streamlined Energy and Carbon Reporting (‘SECR’) requirement, Town
Centre Securities PLC (‘TCS’) is disclosing its annual global greenhouse gas (‘GHG’) emissions. TCS is required to report the Company’s
emissions of carbon dioxide equivalence (‘CO
2
e’), a CO
2
e intensity value, and our consumption of energy in the UK. The methodologies and
processes used to calculate these emissions are also disclosed.
TCS has addressed environmental impacts through a number of measures and processes, primarily within the Merrion Centre and detailed
earlier in the Responsible Business section of this Strategic Report.
The table below includes emissions from activities for which the Company is responsible including combustion of fuel and operation of
any facility; and the annual emissions from the purchase of electricity, heat, steam or cooling by the Company for its own use. In terms of
property-related emissions, for 2024 the emissions related solely to that derived from TCS’s head office and for part of the year, its recently
opened London office.
As part of the evolution of TCS’s reporting for 2025, the scope 1 and scope 2-related emissions have been expanded to include all
Company properties (including where tenanted or developed), and all relevant scope 3 emissions have now been reported. We have
not retrospectively expanded our 2024 emissions reporting, and therefore the two years’ igures are not comparable.
All of TCS’s operations are in the UK, therefore all values below are both global and UK totals.
2025 2024 Unit
ENERGY CONSUMPTION ALL UKBASED
1
Transport fuel 209,105 274,907 Kilowatt hours of energy used
Electricity 4,253,562 115,092 Kilowatt hours of energy used
Gas fuel 535,532 – Kilowatt hours of energy used
TOTAL 4,998,199 389,999 Kilowatt hours of energy used
2025 2024 Unit
CO
2
E EMISSIONS ALL UKBASED
1
Scope 1
2
150.4 65.5 Tonnes of CO
2
e
Scope 2
3
768.1 25.2 Tonnes of CO
2
e
Total Scope 1 and 2 918.4 70.7 Tonnes of CO
2
e
Total Scope 3
4
2,920.7 25.2 Tonnes of CO
2
e
TOTAL 3,839.1 115.9 Tonnes of CO
2
e
2025 2024 Unit
CARBON INTENSITY
Reference 1: Area 85,397 671 Sq m
Reference 2: Employee 155 30 Employees (FTE)
Reference 3: Gross revenue (£’000) 29,757 28,983 Gross revenue (excl. service charge income)
CO
2
e by area
1
0.04 0.17 Tonnes CO
2
e per m2
CO
2
e by employee
1
24.77 3.74 Tonnes CO
2
e per employee (FTE)
CO
2
e by £’000 of gross revenue 0.1290 0.0040 Tonnes CO
2
e per gross revenue (‘000)
1 All of the Group’s operations are UK-based.
2 Scope 1 emissions are traditionally emitted from fuel combustion in either buildings or Company leased/owned vehicles.
3 Scope 2 emissions are primarily derived from electricity consumption at TCS’s properties (2024: TCS’s office) and by the off-site charging of electric vehicles within the
Company car leet.
4 Scope 3 emissions are indirect greenhouse gas emissions from activities across the Company’s value chain, including purchased goods, tenant energy usage, and emissions
associated with investments.
This is the irst year that TCS is reporting on its full carbon footprint, including indirect emissions from our value chain activities (ie Scope
3 emissions). By developing a full GHG emissions inventory, incorporating scope 1, scope 2 and scope 3 emissions, the Company is able to
understand the total emissions associated with its business.
Responsible Business continued
40
Town Centre Securities PLC Annual Report and Accounts 2025
METHODOLOGY AND SCOPE
The Company was responsible for the internal management controls governing the data collection process and any estimations or
extrapolations. An external consultant was responsible for the boundary deinition, data aggregation, GHG calculations, and the
emissionsstatements.
Carbon dioxide equivalence (‘CO
2
e’) emission data have been collected, calculated, consolidated and analysed following the GHG Protocol
(Corporate Accounting & Reporting Standard) following the ‘operational control’ approach.
For 2025 the boundary for reporting includes all assets owned by the Group; for 2024, the boundary for reporting included only assets (in
the case of TCS these are offices and Company-owned/leased vehicles) that were operated by the Group and did not include the energy
and emissions of building tenants who lease property from TCS, nor did they include the communal areas of the Group’s properties;
tenants are responsible for reporting their GHG emissions under their own Scope 2 disclosures.
Energy consumption values for offices, and their corresponding GHG emissions, are based on values obtained from meter readings
collected internally. Company vehicle mileage is based on the actual vehicle mileage for all of the Company’s leet and is used as the basis
for calculating energy consumption and emissions from fuel and electric charging. Spend data was captured for the three different TCS
business functions (property, car parks, hotels). Tenant energy consumption data was requested from tenants accounting for 45% of the
total property area; data was received to represent 40% of the total property area.
GHG emissions were calculated according to the Greenhouse Gas Protocol Corporate Greenhouse Gas Accounting and Reporting
Standard. Emission factors for activity-based data were sourced from the UK Government GHG Conversion Factors for Company
Reporting 2025 (DESNZ agency).
Solar farm at CitiPark Leeds Dock
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Responsible Business continued
TCFD
TASK FORCE ON CLIMATE
RELATED DISCLOSURES
Throughout the year to June 2025, we
have continued to develop and implement
our strategy and actions to address
climate change. The Board recognises the
relevance of climate change to our business
and the importance of clear disclosures
for climate-related matters; we know that
our climate-related strategy to protect the
business and enhance the resilience of our
assets is not a simple and quick process. At
the same time, we believe in implementing
actions that are also in line with our overall
corporate strategy and take into account
the resources available to the Company.
The Board intends to decarbonise the
Company’s assets in line within the
timeframe of the UK Government’s 2050
ambition. During the year our asset portfolio
has remained unchanged. We review our
risk and opportunity exposure from climate
change twice a year and have assessed that
this exposure remains unchanged year-on-
year. We are aware that there is further work
to do in how we embed climate change
throughout our business and these actions
are covered in our TCFD disclosure.
Our report this year remains in accordance
with UKLR 6.6.6(8). We have provided detail
on the 11 speciic TCFD requirements and
the actions we are taking to achieve full
compliance with the TCFD recommended
disclosures in a table on pages 48 to 49.
We have concluded that we are in full
compliance with the governance and risk
management sections, as well as Part A
of the strategy recommendations. The
remaining requirements are considered to
be partial compliance.
Highlights of the actions we have taken during the year are outlined in the table below:
Continued implementation
of our tenant engagement
programme on climate-related
issues speciically targeting
waste segregation and a
renewed lighting energy-
saving scheme
Improved percentage of
EPC ratings A & B within
the portfolio
Full Scope 1-3 emissions
reporting encompassing
all of our assets and value
chain emissions
The disclosures have all been based on the four pillars of the TCFD framework:
• Governance
• Strategy
• Risk management
• Metrics and targets
Governance
The Board is ultimately responsible for overseeing all activities, including those that relate
to climate change and sustainability. The following diagram summarises the informing and
reporting structure of the Company, with regards to climate-related matters:
Informing Strategy
Direct Reporting
The Board of Town Centre Securities PLC
SCCC member representation at all meetings
Group Audit
Committee
Property Review
Board
(monthly)
CitiPark Management
meeting
(monthly)
Hotel Management
meeting
(monthly)
Sustainability and Climate Change
Committee (‘SCCC’)
(twice yearly)
42
Town Centre Securities PLC Annual Report and Accounts 2025
The Sustainability and Climate Change
Committee (‘SCC Committee’), which was
formed in 2022, includes two Executive
members of the Board and members of
the senior management team and meets
formally at least twice every year. It is chaired
by Stewart MacNeill, Group Finance Director
with responsibility for reporting to the Board
after each biannual formal meeting. The
key aim of the Committee is to continue
to develop the Company’s sustainability
strategy and decarbonisation targets for
discussion and approval by the Board and
then inform the different business segment
management teams for implementation.
In addition, the SCC Committee is also
responsible for reporting to the Group Audit
Committee on both climate-related risks,
which are included in the Company’s six-
monthly risk report, and disclosures. These
are then reviewed by the Audit Committee
and approved by theBoard.
A summary of the risk report and the climate-
related disclosures are included in the
Financial Statements on pages 50 and 55.
As part of our approach to embedding
climate-related issues and the related cost
implications into our business processes,
we now incorporate environmental and
energy audits into the due diligence
process for both refurbishments and
potential new acquisitions, which are
presented and discussed at both property
review board meetings and Board meetings
prior to any approvals.
Strategy
The following table provides a summary of the risks and opportunities identiied by the SCC Committee and the Board. These have been
reviewed twice during the year and remain unchanged. While we have already assessed the material impact of looding across our two
main centres – Leeds and Manchester – it is our intention to review risks and opportunities based against tailored physical and transition
climate scenarios during the current year. In line with TCFD recommendations, these risks and opportunities are monitored across multiple
time horizons. These are aligned with our wider business planning and investment horizon:
• Short term – up to three years to identify any critical and immediate works required on our existing portfolio.
• Medium term – from three to ten years to accommodate development plans or any significant redevelopment works.
• Long term – beyond ten years to be aligned with the Company’s longer-term Net Zero Pathway.
CLIMATE-
RELATED RISKS DESCRIPTION IMPACT AND MITIGATING FACTORS
SHORT
TERM
MEDIUM
TERM
LONG
TERM
Physical
Flooding Exposure to lood risk from
extreme weather events.
Losses from assets located in high-risk zones,
primarily cost of repairing assets and business
interruption. Actual percentage of portfolio in Flood
Risk Zone 3 – less than 3% and relates solely to
development sites, where further lood mitigation
will form part of the underlying development.
Temperature
rises (+1.5ºC,
+2ºC and +4ºC)
Change in tenant requirements
regarding offices, especially if they
are themselves committing to net
zero targets.
Increased construction costs for new developments,
although this is mitigated by the additional rental
income derived from ‘best in class’ environmental
buildings.
Older buildings may require
retroitting to remain functional.
Increased costs relating to retroitting; at a worst
case this may result in assets becoming stranded,
meaning you cannot let them, nor can you sell them.
Increased risk of ‘breakdowns’ to key
elements of plant and machinery, for
example, air conditioning units.
Cost of repairing assets and business interruption.
Continual maintenance plan to mitigate signiicant
one-off costs and further speciic buildings, phased
redevelopment plans, for example the current
phased HVAC upgrading of Town Centre House, the
Merrion Centre.
Overheating of HVAC systems will result in increases
in energy costs.
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CLIMATE-
RELATED RISKS DESCRIPTION IMPACT AND MITIGATING FACTORS
SHORT
TERM
MEDIUM
TERM
LONG
TERM
Transition
Regulations
and standards
Evolving policies designed to ensure
that the UK meets its 2050 net zero
carbon commitment.
Cost of upgrading assets to a minimum ‘B’ rating by
2030 – current estimate £14.3m – detailed review
every six months. Constructive and regular tenant
engagement is critical to ensuring our buildings are well
prepared for future legislation and our own ESG targets.
Risk of stranded assets and ‘brown’
discounts.
If properties cannot be upgraded to meet both
existing government legislation and customer
expectations then their values will reduce. A continual
review of assets is undertaken to ensure the strategy
for each asset is relevant.
Regulations
and standards
(emerging risk)
Cost of carbon. Any future legislation to introduce carbon taxation/
pricing could have a material impact on our business
in the medium to long term. While we continue to
expand our emissions data collection programme,
we will take advice on how best to ensure that
a theoretical cost of carbon is factored into our
decision-making process and more speciically our
Net Zero Pathway.
Reputation Targets and benchmarks are set that
are either unrealistic or trivial.
Reputational risk if milestones are not met or the
metrics do not show improving trends. We aim to be
transparent and honest about our targets, our activities
and how we are performing. Our aim is to achieve
these targets and provide comfort that the Company
is committed to improving environmental standards.
The inancial implications of reputational risk would
primarily be around the demand from potential tenants
and the impact on estimated rental values alongside
the cost of further third-party borrowings.
Market Increased operating costs in
particular with regard to both energy
and water costs. Energy costs are
also volatile with unexpected and
abrupt changes.
Increased costs to impact the business directly and
the affordability of rent indirectly for tenants, leading
to potential tenant defaults or lower ERVs. Our tenant
engagement programme will be key to helping
mitigate this cost.
Responsible Business continued
44
Town Centre Securities PLC Annual Report and Accounts 2025
With 89% of the Company’s property
portfolio being in Leeds and Manchester,
two cities that have similar proiles (both
historically and economically), we have
not broken down our strategy by
geographical area.
By identifying these risks and
communicating them to the Board on a six-
monthly basis, the Company is in a position
to react and update the strategy accordingly.
Strategy – during the year
The key elements and actions undertaken
in relation to this strategy during the year,
broken down into the three operational
segments, can be summarised as follows:
Property rental
• Prioritising properties with EPC
ratings of D or lower and developing
and implementing individual ‘energy
efficiency plans’ to improve these ratings.
During the year, our estimate of the
capital expenditure required to bring
the portfolio in line with an EPC rating
of B by 2030 reduced from £16.8m to
£14.3m. Capital expenditure to meet
our EPC target is incorporated into the
annual cash and investment projections
of the Company. A capital investment of
£2m has been allocated for 2025/26 and
we anticipate that this annual allocation
will increase the nearer we get to 2030
in order to meet EPC targets and as we
develop our Net Zero Pathway. This will
be updated on an annual basis.
• Designing and developing ‘best in class’
energy-efficient buildings.
• Increasing electric and hybrid vehicles
in our fleet, whilst encouraging staff to
convert to electric vehicles through our
‘love electric’ salary sacrifice scheme.
• Improving the lighting used within the
estate including a phased conversion
to LED.
• Investigating the potential opportunities
for expanding our photovoltaic
generation capability through the
installation of further solar farms
across the roofs and flat surfaces of
ourportfolio.
Car park activities
• Installing barrierless parking equipment
and ANPR cameras across our entire
portfolio of car park assets – completed
January 2025.
• Increasing the usage of both the CitiPark
and CitiCharge apps.
• Expanding the network of EV chargers
within our car parks and those that we
have an existing arrangement with
(eg provision of enforcement services).
Hotel operations
• Improving energy efficiency within
the hotel.
CLIMATE-RELATED
OPPORTUNITIES
Transition
Resource
efficiency
Increasing awareness of climate-
related issues is helping with the
take-up of energy and water-efficient
solutions, including LED lighting,
retroitting buildings and electric
vehicles.
Ongoing cost reductions for both the business and
its tenants. Collaboration with our tenants is key to
mitigating this: our ongoing tenant engagement
programme, looking at waste recycling, GHG
emissions and building efficiencies/EPC are our
primary actions.
Products
and services
Expansion of both the CitiCharge
app and the number of EV charging
stations across the Group’s portfolio.
Helping to generate a more diverse set of income
streams for the Car Parking business, whilst
promoting electric vehicles nationwide.
Further technological innovation, with
a new barrierless and ANPR-based car
park management system, reducing
both the requirement for paper tickets
whilst also reducing the idling time on
entry and exit of the car parks.
Reduce the carbon footprint of our car parks and
facilitating the reduction of emissions by our
customers.
Developing ‘best in class’ new energy-
efficient buildings to generate more
secure future income streams, whether
this is an office building or a new multi-
storey car park with the capability of
100% EV charging parking spaces.
Ability to generate a rental premium, especially
for BREEAM ‘Outstanding’ space, and also faster
rates of letting. Strengthening of the environmental
credentials of our portfolio.
Markets New inancing/green loans for energy-
efficient buildings, especially in light
of the Company’s development
aspirations at both Whitehall Riverside
and Piccadilly Basin.
Reduced inance costs.
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Responsible Business continued
Risk management
Climate-related risks are speciically
identiied in the Company’s risk register
and are set out in our risk report on page
54. The SCC Committee reviews and
assesses the climate-related risks at each
meeting in order to ensure that all risks
have been identiied and that they have
been assigned an appropriate level of
importance. Management of these risks is
then undertaken by the property investment
and estates management teams, together
with input where necessary from external
advisers, including insurance brokers and
lood-risk assessors.
Exposure to extreme weather events is not
seen as a high risk, with the Company’s
portfolio located outside of areas at risk of
serious looding and not at risk of sea-
level rises. The Company does operate
two subterranean multi-storey car parks
in London but both have signiicant ‘lood’
storage chambers with pumps to combat
surface rainwater collecting in them.
The concept of ‘always doing the right
thing’ has been part of the ethos of the
Company since its inception. As a Board
we are very much aware that tenants are
putting environmental considerations at
the forefront of their decision-making; it is
not now just about the rental value. As part
of our actions to address climate-related
issues, we have completed the irst phase
of our tenant engagement programme to
irstly, better understand their own climate-
related ambitions and to secondly, identify
and prioritise areas for collaboration.
In designing new buildings, a key tenet
of our development plans is to be
sympathetic to the existing surroundings,
whilst safeguarding them for future
generations. This approach is highlighted
in our Whitehall Riverside development.
With increasing focus on biodiversity and
nature, we are irmly of the belief that such
a development will be warmly received by
potential tenants willing to pay premium
rents for sustainably designed buildings.
Risk management – during the year
We have now implemented a ‘traffic
light’ system, that grades every risk and
opportunity both for probability and impact.
This system has highlighted the only key
material risk for the Company to be around
the requirement for a minimum EPC
rating of ‘B’.
We have started to look at how we could
model a range of internal carbon prices and
the impacts, if any, these would have on
our strategy and decision-making. This will
be a long-term programme and will form
one of the key considerations within our
Net Zero Pathway.
Metrics and targets
TCS reports annually on its Scope 1, 2 and
3 GHG emissions, the electricity generated
from its three solar farms and certain waste
and recycling metrics from the Merrion
Centre. The Company’s website also
includes details around the EPC certiicated
values for the portfolio with all new
buildings targeting EPC B or greater.
At the time of writing, the EPC rating across the Company’s portfolio breaks down as follows:
EPC Rating A B C D E F G Total
Percentage of portfolio 7% 36% 28% 16% 12% 1% 0% 100%
In addition, the key new initiatives and sustainability projects undertaken in the Merrion Centre are reported within the Responsible
Business section of this Annual Report. The Merrion Centre acts as an innovation showcase, where successful initiatives are then rolled out
across the rest of the TCS portfolio.
During the year the SCC Committee met to discuss the current metrics reported with a particular focus on the Group’s extended scope 3
emissions. There were no other changes proposed to the metrics and targets.
46
Town Centre Securities PLC Annual Report and Accounts 2025
We have only achieved three of our targets,
although it is important to recognise the
improvement in EPC B rating or percentage
of target achieved, which has been
identiied as one of our key risks. Increased
interaction with our tenants and other
stakeholders around climate-related issues
is going to be a priority for the coming
year, with a collaborative approach to both
improving the EPC ratings of individual
units but also the collection of emissions
data. This year is the irst year of reporting
on all of the Scope 3 emissions of the
Group, which has been driven in part by
an increase in the engagement with our
tenants. Now that we have the baseline
year data, we will be moving forward with
our tenants and own operational assets to
reduce these emissions. This will form the
starting position for our Net Zero Pathway.
We will develop our Net Zero Pathway over
the coming year, with an expected focus on
the following:
• Reducing energy consumption across the
portfolio
• Eliminating direct emissions associated
with our assets
• Identifying opportunities to utilise
renewable energy
• Collaborating with tenants to support
their decarbonisation journeys
• Engaging with our suppliers to minimise
'bought-in' emissions
As mentioned in our SECR greenhouse
gas emissions report on page 40, we have
expanded our reporting to incorporate all
Scope 3 emissions for our entire portfolio
of assets, which includes the emissions
generated by our tenants.
At present TCFD metrics are not formally
incorporated into the remuneration
policy of either the Executive Directors or
management. However, the Remuneration
Committee is looking into a proposal
where the overall performance against
targets is included in the assessment of any
Executive Director bonuses paid in future
periods. As part of this proposal, we may
review our range of performance targets
and identify those which are most material
to the Company in terms of impact and
performance.
For the next year, the SCC Committee
will be speciically targeting improvements
on the following metrics, along with
the development of the Company’s
Net Zero Pathway:
• Increased percentage of portfolio EPC
A or B
• Scope 1, 2 and 3 emissions reduction
• Increase engagement with all our
stakeholders (including tenants and
our operational businesses) and our
Net Zero Pathway
• Increase in the use of renewable energy
NoYes
The following table summarises the performance of the Company in the year:
Category Metric FY25 FY24 Target Actual Target met?
Energy consumption
and efficiency
Total kilowatt hours
of energy used
4,998,199 389,999 5% reduction
year-on-year
n/a n/a
GHG emissions Tonnes CO
2
by £’000
of gross revenue
0.129 0.004 5% reduction
year-on-year
n/a n/a
Energy generation kWh of solar PV generation 219,610 189,159 5% increase
year-on-year
16%
Waste management Waste diverted from landill 100% 100% Maintain 100% Maintained
Percentage of waste recycled 50% 51% 5% increase
year-on-year
2% reduction
Carbon footprint of
new developments
Embodied carbon footprint per sq ft n/a
1
n/a 5% reduction
year-on-year
Building efficiency Percentage of portfolio EPC A or B
2
43.2% 39.2% 5% increase
year-on-year
10%
Estimate of cost to bring portfolio
to EPC B or better
£14.3m £16.8m n/a
Sustainable
transportation
Average number of EV Charging bays
in operation at the end of the year
61 61 25% increase
year-on-year
0%
Number of fully electric vehicles
operated by the Company
5 5 n/a
Number of employees in EV salary
sacriice scheme
3 3 n/a
Physical risk Percentage of portfolio in a Flood
risk Zone 3 area
2.2% 3.7% n/a
1 No new developments completed in the year.
2 Speciically excludes listed buildings and properties held for redevelopment.
47
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STRATEGIC REPORT
STRATEGIC REPORT
Responsible Business continued
Governance
DISCLOSURE COMPLIANCE
a) Describe the Board’s
oversight of climate-
related risks and
opportunities
F
The Company established a Sustainability and Climate Change (‘SCC’) Committee in 2022.
The two key responsibilities of this Committee are to focus on the Company’s sustainability
strategy and Net Zero Pathway and to implement and report on the TCFD framework. The Board
assumes overall responsibility and accountability for the management of climate-related risks and
opportunities. An important part of the Board’s oversight of climate-related risks and opportunities
lies with the SCC Committee. During the year formal terms of reference for the Committee have
been agreed and adopted. Following this the Board believe they are fully compliant with the
related part of the TCFD disclosure requirements.
b) Describe management’s
role in assessing and
managing climate-
related risks and
opportunities
F
Management has undertaken a review of the Company’s risk management approach and climate-
related issues have been integrated into the core risk management process as a principal risk.
As above, the formal terms of reference of the SCC Committee have been agreed and adopted.
Following this the Board believes the Company is fully compliant with the related part of the TCFD
disclosure requirements.
Risk management
DISCLOSURE COMPLIANCE
a) Describe the
organisation’s processes
for identifying and
assessing and managing
climate-related risks
F
The Company has formed a Sustainability and Climate Change Committee to identify, assess and
manage climate-related risks which reports through to the Board. This Committee will continue to
meet and will lead on the Company’s thinking and planning of its decarbonisation journey.
b) Describe the
organisation’s processes
for managing climate-
related risks
F
The Company considers and assesses climate-related risks and opportunities through the
Sustainability and Climate Change Committee and the Board. A ‘Traffic Light’ system has now
been incorporated into the schedule of risks and opportunities to highlight material and/or urgent
risks. Following the implementation of this the Board believes the Company is fully compliant with
the related part of the TCFD disclosure requirements.
c) Describe how processes
for identifying, assessing
and managing climate
risks are integrated in-to
the Company’s overall
riskmanagement
F
Following their identiication two years ago as an emerging risk, climate-related risks are now
a principal business risk. These risks are identiied, assessed, managed and monitored by the
Sustainability and Climate Change Committee with recommendations made to the Board.
KEY
COMPLIANCE
F
Full
P
Partial
TCFD’s recommended
disclosures
48
Town Centre Securities PLC Annual Report and Accounts 2025
Strategy
DISCLOSURE COMPLIANCE
a) Describe the climate-
related risks and
opportunities the
organisation has
identiied over the short,
medium, and long term
F
The short and medium-term risks identiied include increased risk of the breakdown of
machinery; unattractiveness of buildings to potential occupiers due to poor energy performance
or high carbon emissions; and increased regulatory and policy measures. The opportunities
identiied include: improved commercial opportunities of owning assets which are energy
efficient and aligned to net zero; increasing revenue streams from EV charging; and the
possibility of securing more competitive inancing. Further details of the risks and opportunities
have been set out in the risks and opportunities table on pages 43 to 45.
The Board and SCC Committee have performed a review of the material climate-related
risks and opportunities and, following the adoption of formal terms of reference and the
implementation of the ‘traffic light’ system, have assessed full compliance with the requirements
of the disclosures.
b) Describe the impact of
climate-related risks
and opportunities on
the organisation’s
businesses, strategy
andinancialplanning
P
Climate-related risks have been integrated within the Company’s Principal Risks as set out on page
54. Climate and energy performance have been fully integrated into both the development and
asset management decision-making process, however with only one investment acquisition in
the year and no signiicant developments undertaken, this process has not been fully tested. As
a result the Board has assessed partial compliance with the requirements of the disclosure. Full
compliance is expected to be achieved as the Company undertakes development in the coming
years, where it is expected that these processes will inform the Company further on the impact of
climate-related risks and opportunities on the business.
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lowerscenario
P
The Company’s assets are exclusively located across the UK in well-connected regional transport
hubs, predominantly Leeds and Manchester. The Company is continually reviewing its exposure to
climate-related risks and the inherent uncertainty around the medium and long-term time frames;
for this reason it is deemed to be partially compliant. Under a 2°C scenario, the Company’s
strategy is considered resilient, bearing in mind the physical locations of its assets and the
development opportunities offered. A more detailed review of each individual property and the
resilience of the plant and machinery was due to be undertaken in the last 12 months, but this
has not yet occurred. This will be reported back to the SCC Committee and ultimately the
Board, at which point the Board expects to reconsider its compliance with this part of the TCFD
disclosure requirements.
Metrics and targets
DISCLOSURE COMPLIANCE
a) Disclose the metrics
used by the organisation
to assess climate-
related risks and
opportunities in line
with its strategy and risk
managementprocesses
F
GHG emissions and energy consumption are disclosed in a separate dedicated section of
the Annual Report including Scopes 1, 2 & 3 and are aligned to the Greenhouse Gas Protocol
Corporate Standard and DESNZ Environmental Reporting Guidelines.
The other metrics used by the Company to assess climate-related risks and opportunities are
disclosed in the table on page 47.
Over the last 12 months the Company has collected Scope 3 emissions data, including a
signiicant proportion of its tenants (representing 40% of the total rentalised sq ft).
b) Describe Scope 1, Scope
2 and if appropriate,
Scope 3 greenhouse gas
(‘GHG’) emissions, and
the relatedrisks
F
GHG emissions are disclosed in the Annual Report and are aligned to the Greenhouse Gas
Protocol Corporate Standard. The related potential risks can be viewed on page 54.
c) Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
againsttargets
P
We continue to develop our metrics and targets and by next year we are looking to be compliant
in this area.
In addition to the ongoing metrics and targets set out on page 54, we have speciic targets for
any new development, these are highlighted in our S172 statement on page 33.
49
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STRATEGIC REPORT
STRATEGIC REPORT
Risk Report
Protecting value by identifying and managing
our principal and emerging risks is an integral
part of our operations.
Risk management
We take risk management very seriously, such that reference to,
and consideration of, key risks form part of the day-to-day workings
of the Company. Whilst we recognise that a level of risk-taking is
inherent within the running of a commercial enterprise, we work to
ensure that risk assessment and mitigation is central to business
planning and decision-making.
The business has a number of formal meetings during the year
where risk assessment is a core element of the agenda. We pay
particular attention to new and emerging risks, in order to ensure
we put in place actions which attempt to remove or reduce risk
before it occurs. We use our formal meeting structures to identify
emerging risks, as well as highlighting existing risks. These
meetings include but are not limited to:
Annual Strategy Review
Begins with a review of key risks facing the business and a review of
how the strategy will best mitigate those risks.
Biannual Audit Committee
Undertakes a formal review of the risk register and mitigating
actionplans.
Board meetings – Eight a year
Each meeting includes a review of inancial performance, debt
levels and banking covenants, an IT update, and a review of the
papers and actions from the Property Review Group (see below).
Property Review Group – Eight a year
A meeting of the Executive Board and senior Property and Finance
management, tasked at undertaking a review of the Property
Portfolio. This includes occupancy levels, tenancy changes,
adherence to payment terms and bad debt levels, and Health and
Safety and IT-related matters.
CitiPark Board meetings – Eight a year
A meeting of the Executive Board and senior CitiPark, Property,
and Finance management, tasked at reviewing the performance of
the CitiPark business, including key risks and areas such as IT and
Health and Safety.
Biannual Joint Venture Board meetings
Formal Board structures and Board meetings are in place for the
Company’s joint venture investment, Merrion House LLP.
Biannual Sustainability and Climate Change Committee
Development of the Company’s sustainability strategy including
both the identiication and assessment of environmental and
socialrisks.
Our Principal Risk Register is summarised as follows:
RISK LIKELIHOOD IMPACT CHANGE FROM FY24
Macroeconomic Economic and political outlook High Medium No change
Corporate Strategy Low High No change
People Low High No change
Systems, process and inancial management Medium High No change
GDPR Medium High No change
Regulatory and tax framework Low High No change
Major incident/business disruption Medium High No change
Property Investment risk Medium Low No change
Development risk High High No change
Valuation risk Medium Medium No change
Tenant and sector risk High Medium No change
Climate change risk Medium Low No change
Financing Capital and inancial risk Low High No change
Cost of debt High Medium No change
Financial covenant compliance Low Low No change
50
Town Centre Securities PLC Annual Report and Accounts 2025
Macroeconomic risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
ECONOMIC AND
POLITICAL OUTLOOK
A broad economic downturn,
following Brexit, the lasting
impact of COVID-19 and more
recently geopolitical unrest,
the cost-of-living crisis and
the energy crisis or broader
cyclical reasons could result
in tenant failures, falling asset
values, rising debt costs, or
less debt availability and will
in all likelihood have lasting
economic effect.
H M
An economic downturn at some point in the cycle is inevitable.
TCS would not escape the impact of an economic downturn,
however speciic mitigating factors for TCS include:
• Rents paid in advance.
• High levels of occupancy and a long history of ensuring on-time
payment by tenants.
• A reduced level of retail exposure, with much of the remaining
portfolio focused on discount and convenience retailing.
• Avoidance of speculative developments.
• Concentrated portfolio of car parks in highly sought-after
locations.
• Revolving credit facilities ranging from ten months to two years
in length, with signiicant headroom. These are paired with two
long-term ixed interest inance arrangements that account for
87.5% of our debt at 30 June 2025 (ignoring inance leases).
Corporate risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
STRATEGY
The Company’s strategy could
be inappropriate for the current
stage of the property cycle and
the economic climate, resulting
in lower proits and therefore
a pressure on dividend and
shareholder return. This risk
has been exacerbated by the
recent economic challenges
effecting the entire country
which will change people’s
and irms’ attitudes towards
property usage.
L H
The Board undertakes regular reviews of the strategy and believe
the following helps to mitigate risk:
• All key decisions are reviewed and approved at Board-level.
• The strategy of developing diverse multi-use sites and lowering
exposure to retail remains appropriate.
• The strategy to sell retail and leisure assets has resulted in these
assets now representing only 30% of the portfolio.
• The experience and expertise of the team, particularly in
relation to the property markets of Leeds and Manchester.
• The presence of the Ziff Concert Party ensures a strong
alignment of management and shareholder aims.
PEOPLE
The inability to attract and
retain high-calibre staff,
affecting the ongoing success
of the Company.
L H
The Company beneits from the long service of a number of key
individuals, including family members of the Concert Party, which
helps guarantee stability. In addition:
• Base salary packages are kept competitive within the market.
• The Remuneration Committee reviews succession plans and pay
levels annually.
• New recent appointments demonstrate the attractiveness of the
business to new recruits at all levels.
• A history of conservative inancial management combined
with the development opportunities of the business make the
Company attractive to new recruits, highlighted by recent
appointments.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2024
Improving No change Worsening
51
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STRATEGIC REPORT
STRATEGIC REPORT
Risk Report continued
Corporate risks continued
RISK LIKELIHOOD IMPACT MITIGATION TREND
SYSTEMS,
PROCESSES
AND FINANCIAL
MANAGEMENT
Weak controls, putting at
risk the protection of the
Company’s assets and ability to
deliver on its strategy, resulting
in inancial loss, fraud, and
suboptimal returns. Risk to
data and systems as a result of
cyber-attacks.
M
H
The Company has a strong culture of safeguarding assets, being
conservative in its approach, and using professional experts to
ensure risk levels are restricted and are as low as reasonably
possible:
• IT systems are supported in-house, with key services having been
moved to the cloud.
• Horizon is our combined property and accounting IT solution
and ensures we remain well controlled in this respect. This was
upgraded a few years ago and resides in the cloud, further
safeguarding business continuity.
• Financial processes relating to cash are tight, robust, and
reviewed regularly. Clear and separated authorisation processes
are in place and robustly adhered to.
• Insurance policies are fully in place to safeguard assets.
• Staff are trained in all aspects of cyber-security and penetration,
and phishing tests are carried out to test for weaknesses.
• A summary of the internal inancial control review processes can
be found in the Audit Committee Report of the Annual Report.
• IT/change management protocols – the change management
process has been updated to include a formal log detailing all
software upgrades, including the purpose and testing of all
updates.
• Internal Audit function is engaged to perform two reviews per
year, reporting directly back to the Audit Committee.
GDPR
Financial and reputational
risk arising from a breach of
GDPR regulations, potentially
resulting in ines and damage
to customer trust.
M H
Given the nature of the business, we do not hold signiicant
amounts of customer data, with the CitiPark business our
highest risk area. That said, the Company has taken seriously the
requirements of the legislation and has implemented a detailed
action plan that has been reviewed at Board level. Key aspects
include:
• Up-to-date privacy-related statements and policies.
• Trained all staff on their own and the Company’s responsibilities.
This is a rolling programme of two to three electronic training
courses a year.
• IT & Data Governance Committee in place, meeting quarterly, to
oversee all aspects of GDPR and wider cyber-security.
REGULATORY AND
TAXFRAMEWORK
Non-compliance with tax, legal,
or regulatory obligations could
result in inancial penalties,
reputational damage, and
higher levels of cost.
L H
The Company takes its legal responsibilities seriously. Matters are
reviewed regularly at Board and Audit Committee-level, and the
Company makes use of third-party professional services to ensure
compliance. Actions include:
• Regulatory and corporate compliance matters are typically
referred to one or both of the Company’s brokers and if
necessary the Company’s legal advisor.
• PWC are engaged as the Company’s tax advisors and are tasked
with ensuring we remain compliant in all aspects of tax.
• The Corporate and Criminal Offences legislation (‘CCO’) is a key
consideration and a workshop has been held to ensure risks and
mitigating actions are clearly understood.
52
Town Centre Securities PLC Annual Report and Accounts 2025
RISK LIKELIHOOD IMPACT MITIGATION TREND
MAJOR INCIDENT AND
BUSINESS DISRUPTION
Cost and business downtime
as a result of a major incident.
This risk is primarily associated
with the Merrion Centre, due to
its importance to the portfolio
and as the location of the
Company’s head office.
M H
The provision of insurance across the portfolio is the main
mitigation to this risk, with policies in place to protect income as
a result of disruption. In terms of disruption to the head office the
following actions are in place:
• All personnel either have laptops or have technology at home
which enables remote working.
• Our geographical focus in Leeds and Manchester enables a
hands-on approach with the majority of our properties and
tenants.
• Back-up procedures are in place to ensure minimal loss of data in
the event of damage to IT hardware.
• Horizon and email (Microsoft 365) are both cloud-based
technology signiicantly improving business continuity.
Property risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
INVESTMENT RISK
New investment opportunities
cannot be sourced at
economical prices.
M L
The Company has clear plans in place to minimise the impact of
this risk, including:
• The Company typically targets assets of higher value than
sought by individual investors, but lower than many larger
property or overseas investors.
• The Company looks to build strong relationships with partners
to generate opportunities that can be exploited together. For
example, our Whitehall Riverside development in Leeds, which
has been brought forward to be developed in conjunction with
Glenbrook.
• The existing portfolio has enough development potential to
provide growth opportunities, even if asset purchase prices rise
and it is not viable to acquire new sites, for example the Group’s
development sites at both Piccadilly Basin, Manchester and
Whitehall Riverside, Leeds.
DEVELOPMENT RISK
Development projects may
exceed cost estimates and/or
newly developed properties
may fail to rent. The scale of
such projects means they
are of material size to the
Company. With the property
market in a state of lux in the
current climate any long-term
investment with signiicant
capital required represents
a heightened level of risk.
Build-cost inlation is currently
making previously viable
developments unviable.
H H
The Company has numerous actions in place to mitigate such
risks including:
• Build projects are generally contracted with third parties on a
ixed-cost basis.
• Where possible, the Company seeks to undertake a
development where there is a signiicant level of pre-let
commitments.
• Where that is not possible (eg. PRS residential investments), a
detailed market analysis will be undertaken, and the Company
will ensure that locations are in high demand and that target
rental levels are achievable.
• When in joint venture arrangements, formal Board structures
are created with at least quarterly meetings to review progress
and performance, and to ensure that all development risks are
being managed appropriately.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2024
Improving No change Worsening
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STRATEGIC REPORT
STRATEGIC REPORT
Risk Report continued
RISK LIKELIHOOD IMPACT MITIGATION TREND
VALUATION RISK
A material devaluation in
assets. This risk is particularly
high in relation to retail assets
due to the changing nature of
shopping habits; although the
improving retail sentiment is
modifying this risk, it is now
affecting office lettings, with
changing work habits and the
fact more people are adopting
a hybrid approach being one of
the key drivers.
M
M
The key mitigation to this risk is ensuring there is enough
headroom in terms of uncharged assets of undrawn, charged
facilities. Key actions include:
• Our bank facilities all have signiicant portfolios of property
secured against them, with material headroom on each.
As at the date of this report, total bank borrowings due for
repayment in the next year is £0.5m, an amount that could be
entirely reinanced with the Company’s existing £30m Lloyds
facility – with the Lloyds facility due for renewal or extension in
June2027.
• All three facilities allow charging of development and car park
assets, maximising our drawdown ability. In addition, the Lloyds
facility has removed any cap on such assets.
• Asset cover in the long-term debenture can drop from the
required 1.67x to 1.5x without triggering a covenant break.
• The Company recycles assets believed to be at greatest risk of
devaluation.
TENANT AND SECTOR RISK
Individual tenant failures, or
exposure to a speciic sector.
This risk has been heightened
by the cost-of-living crisis,
inlation and increased interest
rates particularly on Retail and
Office tenants. Increased costs
for tenants, whether utility
or staff costs will affect the
affordability of rents.
H M
There have been an increasing number of CVAs and administrations
within the Retail sector. Furthermore, due to the requirement for
many retail and leisure tenants to close for an extended period
during the COVID-19 crisis, their ability to pay rent and to remain a
going concern is a risk. TCS are taking a number of actions:
• Since 2016 the Company has signiicantly reduced its exposure
to Retail and Leisure from 60% to 30% of value at June 2025.
• Now a mixed-use asset, the Merrion Centre now depends upon
Mall Retail for less than 25% of its income.
• We have a diversiied tenant base, and limited exposure to
individual tenants. Our top tenants are Leeds City Council, Step
Change, Pure Gym and Morrisons.
• CitiPark income helps further mitigate the reliance on speciic
property tenants.
CLIMATE CHANGE RISKS
The impact of climate change
will be felt across the entire
world, with extreme weather
events and increased average
temperatures a key factor over
the coming years. The risks
identiied will be both physical
and transitional. As well as
the physical risk to places, a
change in tenant requirements
and the wish for more and
more environmentally friendly
buildings will be more
prevalent which will lead to
even greater construction
costs. Average temperature
rises will also have an impact
on plant and machinery,
rendering them obsolete
quicker or involving additional
maintenance costs.
M L
The physical location of the Company’s assets, with the majority
in either Manchester or Leeds, are in places not at risk of severe
looding and with a substantial development pipeline. The
Company is able to ensure that new developments are both
sustainable and innovative:
• Continuous maintenance cycle with in-house teams ensure plant
and machinery are not susceptible to elongated breakdowns.
• Sustainability is at the heart of what we do with the Merrion
Centre acting as a test bed for the roll-out of future initiatives
across the entire portfolio.
• Evolving how buildings are constructed, with increased ESG
credentials, is seen more as an opportunity – with prime
occupiers willing to pay premium rents for the right buildings,
especially with more and more companies making net-zero
commitments.
Property risks continued
54
Town Centre Securities PLC Annual Report and Accounts 2025
Financing risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
CAPITAL AND
FINANCIALRISK
The Company has insufficient
funds or lines of credit. With
property valuations decreasing,
this area of risk has increased,
however the asset sale
programme and repayment of
borrowings has mitigated this
increase.
L H
The majority of mitigating actions are contained within the
Valuation risk category above. In addition:
• The Board reviews cash balances, forecast cash low, borrowing
levels and headroom on a monthly basis.
• The Company demonstrated during the last downturn the
strength of its conservative approach and long-standing
relationships with its banks.
• The Company has recently extended its existing Lloyds facility
by an additional year– this facility expires at the end of
June 2027.
• Following the acquisition of the remaining half of the Belgravia
Living Group, the Company now consolidates a ‘ring-fenced’
long-term facility that expires in January 2029.
• The Company’s policy of asset sales has enabled a reduction in
absolute debt levels. At today’s date the balance outstanding
on the Company’s revolving credit facilities is £13.75m.
COST OF DEBT
Rising debt costs.
H M
The following actions help mitigate the risk to the Company:
• At today’s date 87.5% of the Company’s debt is in the form of
ixed interest, long-term borrowings.
• The Board takes moving SONIA rates into account when
considering three-year budgets and affordability.
FINANCIAL COVENANT
COMPLIANCE
Breaching a inancial covenant
under one of the Group’s
debtfacilities.
M L
The following actions help mitigate the risk to the Company:
• The Company has a signiicant amount of income to interest
headroom on all of its bank facilities and also on the debenture
facility.
• The Company is in regular dialogue with all of its debt providers,
ensuring that if there are any potential future breaches, these
are discussed and appropriate courses of action are agreed in
advance.
• The Company has £2.3m of assets currently unsecured under any
debt facility that could be added to the relevant security pool.
• The Company could cancel any underutilised proportion of the
facility, reducing non-utilisation interest.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2024
Improving No change Worsening
55
01
STRATEGIC REPORT
STRATEGIC REPORT
Risk Report continued
Going concern
In making their assessment of the ability of
the Group to continue as a going concern
the Directors have considered the impact
of an economic downturn on the Group’s
forecasts including the effect on liquidity
and compliance with bank loan and
debenture covenants.
The Group owns a portfolio of multi-let
regional property assets located throughout
the UK, and operates car parking and
hotel businesses. The Group is funded
in part by an £82.4m debenture which is
due for repayment in 2031 and an asset-
speciic facility of £13.8m which is due for
repayment in 2029. In addition the business
has three bilateral Revolving Credit Facilities
(‘RCFs’) totalling £70m which, as at the year-
end, were due for repayment or renewal
between June 2026 and June 2027. Each
of the debt facilities is ring-fenced within
security sub-pools of assets charged to the
respective lender.
The Group has one bank facility falling due
for repayment in June 2026, within the
going concern period. The Group is looking
to renew this facility for a further three-year
term extending its expiry date to June 2029.
The amount outstanding under this facility
is currently £0.5m with a property portfolio
valued at £7.68m secured against it. If the
facility is not renewed, the Group will utilise
existing headroom within its remaining
facilities, of which £17.3m is available to
draw, to repay the outstanding amount.
The two other revolving credit facilities
were extended post year-end such that
their expiry dates are outside of the going
concern period.
As at the date of this report, the Group has
drawn in aggregate, under all three RCFs,
total borrowings of £18.75m, with a further
£21.5m available to draw.
One of the most critical judgements
for the Board is the loan to value (‘LTV’)
headroom in the Group’s debt facilities. This
is calculated as the maximum amount that
could be borrowed, taking into account
the properties secured to the funders and
the facilities in place. These covenants
range from 60% to 67.5% LTV. The total LTV
headroom at 30 June 2025 was £24.6m
(2024: £20.4m). Overall, the properties
secured under the Group’s debt facilities
would need to fall 25.8% in value before this
LTV headroom level was breached. As at the
date of this report the headroom metrics
and percentage fall have reduced to £21.5m
and 23.4% respectively following the post-
balance sheet transactions highlighted in
this Financial Report.
In addition to the LTV covenants, the
Group’s debt facilities include income
cover covenants of between 100% for the
debenture and 175% on the three revolving
credit facilities and asset-speciic loan.
At the year-end the actual income cover
levels ranged from 238% (for the 100%
debenture covenant) up to 450% on the
NatWest facility.
In order to assess the potential impact
of a future economic downturn on the
Group and its ability to continue as a going
concern, management have analysed the
portfolio’s tenant base, car parking and
hotel operations and produced forecasts
to 31 October 2026. These forecasts
relect management’s view of a worst case
scenario, including assumptions that rent
receipts are materially lower than normally
experienced and that the car park and
hotel businesses recover over the forecast
period to a materially lower level than
expected. These scenarios include a base
case, downside case and then a more
extreme downside case to show the effect
a more signiicant downturn in the Group’s
performance would have on its funding
cash headroom and any of its inancial
covenants. In addition the Company
has performed a reverse stress exercise
whereby it has looked at each individual
facility and at how much of a downturn
(compared to the conservative base case
cash lows prepared by the Company) there
would need to be before any of the inancial
covenants are breached.
The Group’s forecasts, including the
various scenarios, show that both the
cash headroom igure is resilient and the
inancial covenant tests are met.
Under the base case the minimum cash
headroom is expected to be £20.7m, which
compares to a minimum of £18.9m under
the downside scenario. The signiicant
downside case applied a total discount
of 7% to rental income receipts and a 15%
discount to budgeted car park income
levels. The cash headroom in the Group
does not go negative in the period to
June 2028 and none of the other inancial
covenants are breached. The reverse stress
test shows that the inancial covenants are
not breached until either of the discounts
applied in the signiicant downside case
are pushed even further with an 8% rental
discount applied and 15% to car park
income. This breach is forecast to occur in
Q1 of FY27 and last until Q2 of FY27 before
the position then improves.
The Group is currently experiencing
collection rates of over 99% of rent and
service charge income invoiced, and for
the irst two months of FY26 the car park
business is trading signiicantly ahead
of expectation.
The forecasts show that the Group has
sufficient resources to continue to operate
as a going concern for at least the period to
31 October 2026. Based on the forecasts,
including the mitigating options available
to the Group in the event of the occurrence
of the downside scenarios, with the key
mitigation being to draw 'headroom' from
one facility and either use it to lodge as cash
security or repay borrowings of another
facility, the Directors consider it appropriate
to prepare these inancial statements on the
going concern basis. Further details on these
forecasts and the approach taken by the
Directors is set out in the viability statement
section on the next page.
56
Town Centre Securities PLC Annual Report and Accounts 2025
Viability statement
In accordance with the requirements of
the UK Corporate Governance Code, the
Board has assessed the prospects of the
Company and future viability over a period
longer than the 12 months required by
the going concern provision. This review
covers three years and has been selected
as part of a longer-term three-year strategic
planning exercise and coincides with the
Company's three-year budgeting process.
In the opinion of the Directors, this review
period enables the impact of the strategic
decisions to be modelled while maintaining
the accuracy of underlying forecast inputs.
The Board’s review considered cash lows,
proitability, borrowing headroom and
other key inancial ratios, and required the
business to have clarity on its approach to
bank inancing over a longer period.
In taking this longer-term perspective, the
Board considers the risks covered in this
Risk Management review. In particular the
key risks identiied are:
• The potentially lasting effect of the
current economic downturn (cost-of-
living crisis, inflation and increasing
interest rates) on our assets, tenants,
hotel operation, car parking operations,
and the wider economy.
• Further changes in the macroeconomic
environment affecting rental income
levels and property values.
• Changes in the level of tenant and sector
risk affecting occupancy levels and
lettings.
• Changes in availability of capital,
affecting committed expenditure and
investment transactions.
• The ability of the Company to extend and
renew existing revolving credit facilities
that expire within the review period.
The review considered a base case, a
sensitised ‘downside’ scenario and a more
drastic ‘signiicant downside’ scenario.
These scenarios included:
• A range of levels of rent receipts affecting
quarterly income up to the end of
June2028.
• A range of levels of car parking income
affecting profitability up to the end of
June 2028.
• A range of levels of hotel net income
affecting profitability up to the end of
June 2028.
• The effect on cash, borrowing levels,
facility headroom and income cover
covenants of all of the above.
Furthermore, the Group carried out reverse
stress tests on each individual facility;
this was an exercise to see how far rental
receipts and car park income would need
to fall before the Group ran out of either
cash headroom or breached any of its
banking covenants.
The reductions in both rental receipts and
car park income applied in this exercise
were signiicantly greater than that
experienced by the Group during the last
ive years.
The results of the reverse stress test
show that the sensitivities occur between
Q1 of FY27 and Q2 of FY27 and are
only temporary.
Aligned to our going concern statement,
the greatest uncertainty and risk lies in
relation to our asset valuations and the
possibility of breaching bank and debenture
covenants and to possible breaches of
our income cover covenants. Clearly
there is still a risk, however this has been
signiicantly diminished with our disposal
programme of the last three years, the
repayment of borrowings and the ixed
interest borrowings of the Group, which
represent 87% of borrowings. It is however
likely that this reduced risk will continue
beyond the shorter-term future covered by
the going concern statement.
In reviewing these scenarios, the Board
has also considered the actions it could
take to mitigate any signiicant downsides,
especially in regard to any potential
breach of the Group’s existing borrowing
facilities and banking covenants. The key
actionsare:
• The Group has £2.3m of properties that
are not currently secured under any of
our existing borrowing facilities – these
could be pledged as security and
increase borrowing headroom.
• The Group could move properties
around the various facility ‘security pools’
(those assets currently charged under
each facility) which could also unlock
additional borrowing headroom.
• Ceasing all future capital expenditure.
• Seeking lender consent for financial
covenant waivers.
• Cancellation of committed facilities
that the Group is not expecting to use,
thereby reducing non-utilisation interest.
Based on the results of their review, whilst
taking into account the level of uncertainty,
the Directors do not have a signiicant
doubt that the Company will be able to
continue in operation and meet its liabilities
as they fall due over the longer-term period
of their assessment.
The Board’s review considered cash lows,
proitability, borrowing headroom and
other key inancial ratios, and required the
business to have clarity on its approach to
bank inancing over a longer period.
Piccadilly Basin, Manchester
57
01
STRATEGIC REPORT
STRATEGIC REPORT
Financial review
The statutory loss for the year was £3.4m,
compared to a loss of £7.8m in the
previous year.
EPRA Earnings* were a proit of £1.8m in
the year, compared to a proit of £6.3m in
the prior year. The EPRA proit for the prior
year included a net taxation credit of £2.4m,
whereas the current year includes a £1.2m
expense; excluding the effect of taxation
the EPRA proit of the Company would
have been £3.0m, representing a 23%
reduction in the underlying performance
oftheCompany.
The Board is recommending the payment of
a inal dividend for the year of 2.5p, giving a
full-year dividend of 5.0p, which is 41% lower
than the previous year. The previous year's
full-year dividend of 8.5p included an interim
dividend paid out as a property income
distribution following the Company’s exit
from the REIT regime in July 2023.
During the year the Company received the
inal element of deferred consideration
from the sale of its investment in
YourParkingSpace Ltd ('YPS'), generating
further proceeds of £3.1m. These amounts
were retained by the Company to fund its
working capital requirements.
Net borrowings have increased from
£108.6m to £111.2m in the year. Net
borrowings represent total inancial
borrowings of £134.8m plus overdrafts of
£1.1m, less lease liabilities of £24.7m.
Restatement of prior igures
Prior year comparatives have been restated
to relect the impact of index-linked rent
reviews on the application of IFRS 16 to
right-of-use assets and lease liabilities, full
details of which are set out in note 28 of the
inancial statements.
* Alternative performance measures are detailed,
deined and reconciled within notes 11 and 22 of
these Financial Statements.
The financial performance of the Company during
the year ended 30 June 2025 shows underlying
EPRA earnings after tax of £1.8m (before taxation
£3.0m – compared to before tax in FY24 of £3.9m).
The statutory profit of the year is again affected by
both reductions in investment property values and
impairments to the Group car parking portfolio, as
real estate investor and market sentiment across
these segments remain subdued.”
Stewart MacNeill
Group Finance Director
58
Town Centre Securities PLC Annual Report and Accounts 2025
STATUTORY PROFIT
On a statutory basis the reported loss for
the year was £3.4m.
The statutory proit relects the EPRA
Earnings* of £1.8m less £5.7m of non-cash
valuation and impairment movements,
plus the proit on disposal recognised of
£1.7m on one car park right-of-use asset
properties and investments sold in the year,
less £1.2m of deferred taxation on valuation
movements in the year.
Gross revenue
Gross revenue was up £0.7m or 2.3% year-
on-year, with key drivers being:
• Gross property revenue during the year
was £0.1m ahead of the previous period
with no investment property sales or
acquisitions in the year.
• CitiPark revenues have continued to grow
in the year, with gross revenue across the
portfolio increasing by 4.6% from £13.4m
to £14.0m.
• Income for the Ibis Styles hotel has been
consistent with last year at £3.3m.
Property expenses
Property expenses have increased by 14.2%
year-on-year with increases to both direct
investment property costs (irrecoverable
service charge, vacant unit and signiicant
repair costs all contributing to an increase
of £1.1m) and car park operating expenses
(£0.8m of rates rebates were received in the
prior year which have resulted in a year-on-
year increase).
Other/JV income
Total Other/JV income was up 50.5%
or £1.0m year-on-year, with increased
dilapidation and surrender premia received
during the year.
Administrative expenses
Administrative costs were £0.2m or 3.0%
higher year-on-year, relecting inlationary
increases to most cost headings.
Finance costs
Finance costs were 3.1% or £0.2m higher
year-on-year as a result of the increase in
the Company’s bank borrowings which were
primarily used to fund the Company’s buy-
back of shares in November 2023.
* Alternative performance measures are detailed,
deined and reconciled within notes 11 and 22 of
these Financial Statements.
Income statement
EPRA Earnings* for the year ended 30 June 2025 were £1.9m.
£'000 FY25
FY24
Restated YOY
Gross revenue 32,692 31,968 2.3%
Impairment of debtors
provision movement 0 0 –
Property expenses (17,826) (15,604) 14.2%
Net revenue 14,866 16,364 (9.2%)
Other income / JV proit 2,994 1,990 50.5%
Other expenses 0 0 –
Administrative expenses (7,512) (7,293) 3.0%
OPERATING PROFIT 10,348 11,061 (6.4%)
Net inance costs (7,405) (7,182) 3.1%
Taxation (1,165) 2,416 –
EPRA EARNINGS 1,778 6,295 (71.8%)
Segmental FY25
FY24
Restated YOY
PROPERTY
Net revenue 8,777 9,886 (11.2%)
Operating proit 5,987 6,264 (4.4%)
CITIPARK
Net revenue 5,534 5,840 (5.2%)
Operating proit 3,763 4,118 (8.6%)
IBIS STYLES HOTEL
Gross revenue 555 638 (13.0%)
Operating proit 555 638 (13.0%)
INVESTMENTS
Other income and
operating proit 43 41 4.9%
59
01
STRATEGIC REPORT
STRATEGIC REPORT
Financial review continued
Non-current assets
Our total non-current assets (including
investments in JVs) of £258.6m (2024:
£265.1m) have reduced by £6.5m during
the year. This movement is made up of the
following:
• Disposals, including YPS receipts of
£(5.3m)
• Depreciation charge of £(2.3m)
• Capital expenditure of £5.4m
• Revaluation uplift/reversal of impairments
totalling £(6.5m)
• IFRS 16 lease reassessments of £1.4m
• Operating profits generated and retained
in JV entities and other movements
of £0.8m
Borrowings
During the year our net borrowings have
reduced by £1.5m, from £141.4m as at 30
June 2024 to £139.9m at the year-end. This
reduction was primarily due to serving
notice on a right-of-use car park asset,
which has reduced lease liabilities by £2.1m
in the year.
We have recently extended our existing
Lloyds revolving credit facility by one
year; it is now due to expire in June 2027.
There remains the option to extend again
by a further year, which we can opt for in
October 2026. It is our intention to apply
for this at that time; clearly it is subject to
bank consent.
We have extended our NatWest revolving
credit facility by a further 15 months
during the year; it is now due to expire in
December 2026. Our Handlesbanken credit
facility expires in June 2026. We will be
looking to renew both of these facilities in
the coming months; clearly both will be
subject to bank consent.
Loan-to-value has been increased to 53.1%, up
from 50.8% a year ago, primarily due to the
decrease in property values during the year.
Note the calculation of loan-to-value includes
both the inance lease assets and liabilities.
EPRA net asset reporting
We focus primarily on the measure of Net
Tangible Assets (‘NTA’). The below table
reconciles IFRS net assets to NTA, and the
other EPRA measures.
There are three EPRA Net Asset Valuation
metrics, namely EPRA Net Reinstatement
Value (‘NRV’), EPRA Net Tangible Assets
(‘NTA’) and EPRA Net Disposal Value (‘NDV’).
The EPRA NRV scenario aims to represent
the value required to rebuild the entity
and assumes that no selling of assets
takes place. The EPRA NTA is focused
on relecting a company’s tangible
assets. EPRA NDV aims to represent the
Shareholders’ value under an orderly sale
of business, where, for example, inancial
instruments are calculated to the full extent
of their liability. All three NAV metrics share
the same starting point, namely IFRS Equity
attributable to shareholders.
BALANCE SHEET
The below table shows the year-end balance sheet as reported.
£m FY25
FY24
Restated vs FY24
Freehold and right-to-use investment properties 160.5 156.5 2.6%
Development properties 22.6 24.5 (7.8%)
Car park-related assets, goodwill and investments 54.9 64.1 (14.4%)
Hotel operations 10.2 9.9 3.0%
248.2 255.0 (2.7%)
Joint ventures 5.6 4.8 16.7%
Listed investments 2.6 3.3 (21.2%)
Other non-current assets 2.2 2.0 10.0%
TOTAL NONCURRENT ASSETS INCL. AVAILABLE FOR SALE 258.6 265.1 (2.5%)
Net borrowings (139.9) (141.4) (1.1%)
Deferred tax 1.0 3.1 –
Other assets/(liabilities) (7.4) (9.4) (21.3%)
STATUTORY NAV 112.3 117.4 (4.3%)
STATUTORY NAV PER SHARE 266p 279p (4.4%)
EPRA NET TANGIBLE ASSETS 'NTA' 109.9p 114.5 (4.0%)
EPRA NTA PER SHARE 261p 272p (4.0%)
£m FY25
FY24
Restated
FY25
p per share
FY24
p per share
IFRS REPORTED NAV 112.3 117.4 266 279
Purchasers' costs
1
18.0 18.4
EPRA NET REINSTATEMENT VALUE 130.3 135.8 309 322
Remove purchasers' costs (18.0) (18.4)
Remove goodwill
2
(2.4) (2.9)
EPRA NET TANGIBLE ASSETS 109.9 114.5 261 272
Fair value of ixed interest rate debt
3
15.4 11.9
EPRA NET DISPOSAL VALUE 125.3 126.4 297 300
1 Estimated purchasers’ costs including fees and stamp duty and related taxes.
2 Removal of goodwill as per the IFRS Balance Sheet – relates predominantly to goodwill paid to acquire two long-
term car park leaseholds in London.
3 Represents the adjustment to fair value (market price) of the 2031 5.375% debenture and the single asset facility.
60
Town Centre Securities PLC Annual Report and Accounts 2025
Future inancial considerations
Future P&L pressure
The wider economy and underlying property
values are still struggling, with uncertainty
around office-based working and shopping
habits continuing.
In terms of our own speciic business,
once you exclude the impact of valuation
movements and one-off items (for example
signiicant current year roof repairs and
rates rebates in the prior period) we have
seen recoveries in all segments. However
factoring in the above one-off items,
underlying earnings of the business have
reduced in the year. During the year we have
resumed a more normal dividend cycle of
an interim dividend of 2.5p per share and a
proposed inal dividend of 2.5p.
Future balance sheet
As identiied in the Risk Report, we have
highlighted the continued pressure on retail
and office investments to be a signiicant
risk to the business. As part of the going
concern and viability statement review
process, the Company has prepared
consolidated forecasts and identiied
a number of mitigating factors to ensure
that the ongoing viability of the business
is not threatened.
Going concern and headroom
One of the most critical judgements for the
Board is the headroom in the Group’s debt
facilities. This is calculated as the maximum
amount that could be borrowed, taking
into account the properties secured to the
funders and the facilities in place.
The total headroom at 30 June 2025
was £24.6m (2024: £20.4m), which was
considered to be sufficient to support our
going concern conclusion. The properties
secured under the Group’s debt facilities
would need to fall 25.8% in value before this
headroom number was breached.
In assessing both the viability and going
concern status of the Company, the Board
reviewed detailed projections including
various different scenarios. A summary of
the approach and the indings is set out in
the Risk Report, forming part of the Strategic
Report of these inancial statements.
Total shareholder return and total
property return
Total shareholder return of 3.3% (2024:
minus 14.7%) was calculated as the total of
dividends paid during the inancial year of
2.5p (2024: 8.5p) and the movement in the
share price between 30 June 2024 (133.5p)
and 30 June 2025 (135.5p), assuming
reinvestment of dividends. This compares
with the FTSE All Share REIT Index at 1.3%
(2024: 18.2%) for the same period.
The Company’s share price continues to
trade at a signiicant discount to its NAV,
impacting total shareholder return.
Total shareholder returns % (CAGR)
Total shareholder
returns 1 Year 10 Years 20 Years
Town Centre
Securities 3.3% (3.6%) (0.5%)
FTSE All Share
REIT Index 1.3% 0.2% 2.7%
Total property return is calculated as the
net operating proit and gains/losses
from property sales and valuations as a
percentage of the opening investment
properties. Total property return for the
business for the reported 12 months was
6.2% (2024: 1.5%).
Stewart MacNeill
Group Finance Director
This Strategic Report and the information
referred to herein was approved on behalf of
the Board on 16 October 2025.
Edward Ziff OBE DL
16 October 2025
CGI - Whitehall Riverside Leeds
61
01
STRATEGIC REPORT
Introduction from the Chairman
123 Albion Street, Leeds
Town Centre Securities PLC Annual Report and Accounts 2025
62
CORPORATE GOVERNANCE
Wherever possible, the Board
seeks to comply with the
principles set out in the 2018 UK
Corporate Governance Code
(the ‘Code’). However, the Board
takes a pragmatic approach and,
because of the size and nature of
the Company, makes a carefully
considered judgement about
how it should apply the Code. The
Board keeps this under regular
review and decisions on these
matters are made by the Board
taking into account the best
interests of all stakeholders.
The Board currently consists of two
independent Non-Executive Directors who,
as well as contributing invaluable support
and guidance, offer significant challenge
to me and the other Executive Directors.
They have been in their roles for over nine
years, and are now not considered to be
independent. The Board’s focus throughout
this year has been on the difficult economic
conditions with the goal of ultimately
protecting Shareholder value. These
conditions have significantly influenced
the Board and the long-term strategy of
the Company. We now have historically low
levels of borrowing and with the early signs
of recovery in the economy are looking at
both our existing development pipeline and
also other investments.
Throughout the year, the Non-Executive
Directors have provided robust challenge.
We report below in more detail why
the Board continues to believe that it is
appropriate for the roles of Chairman & Chief
Executive to be combined. Clearly, the Board
is aware that this is not in compliance with
the Code and recognises that a number of
Shareholders will have concerns about this.
It is a matter which the Non-Executives
keep under continual review to ensure
that is in the best interests of the Company’s
stakeholders.
The presence on the Board of key executive
management provides the Non-Executive
Directors with direct access to these major
functions rather than through the Chief
Executive. In addition, the Non-Executive
Directors are extremely rigorous in their
review of my performance as Chairman,
focusing on ensuring the Chairman:
• demonstrates objective judgement
and promotes a culture of openness and
debate; and
• facilitates constructive Board relations and
the effective contribution of all
Non-Executive Directors.
The Board papers circulated in advance of
each Board meeting include both Property
and CitiPark Board papers which are
prepared by the individual management
teams for these divisions, ensuring that
all Board members are kept appraised
of the key issues in the separate parts of
the business. This then ensures that the
interaction between the Non-Executive
Directors and the rest of the Board is
based on informed opinions and up-to-
date information. All Board decisions are
subject to unanimous decisions promoting
significant and detailed debate between
the Board members. Having the senior
management team present also promotes
a more inclusive culture, the ability to
respond to questions quicker and facilitates
a wider and more diverse range of opinions.
Involving the senior management within
Board meetings encourages an open
culture that enables effective links between
the Non-Executive Directors, Executive
Directors and senior management.
The Non-Executive Directors are firmly of
the view that my holding the combined role
of Chairman & Chief Executive continues
to be in the best interests of the Company.
Whilst the combined role remains
appropriate for the time being, with me
being in a unique position – my father
having founded the Company and the Ziff
family being the largest Shareholder overall
– the Board will continue to review the
situation on a regular basis.
I also wanted to take the opportunity to
directly address the issue concerning
the number of Non-Executive Directors
considered independent. In accordance
with the Code, none of the Board are
formally independent (as required by the
Code). However, given my combined
role as Chair & CEO, the Board agreed
that including wider management
representation during Board meetings, for
example the CitiPark Managing Director,
would allow the Non-Executive Directors to
have greater access to those parts of the
business. This provides more opportunity
for a robust assessment of the Company
at a level aside from the CEO. This level
of representation of management and
increased access for robust challenge by
Non-Executive Directors is highly unusual
at Board-level. Again, this is a matter which
all Directors have reviewed and concluded
that given the size of the Company, two
Directors outside of the Executive team and
its Concert Party is appropriate and that
to change the composition of the Board
would at this point be disruptive and add
unnecessary cost. This is a matter that
will be kept under review and is covered
specifically in the Board evaluation exercise.
Edward Ziff OBE DL
Chairman & Chief Executive
16 October 2025
Our Section 172 statement demonstrates how
Directors have discharged their duties to the Company’s
stakeholders. This statement can be found on pages
30 to 33.
The Board has taken steps to implement the
2018 UK Corporate Governance Code (the
‘Code’) in a way that is appropriate for Town
Centre Securities.”
Edward Ziff OBE DL
Chairman & Chief Executive
63
02
GOVERNANCE
Board of DirectorsBoard of Directors
EXECUTIVE BOARD
Edward Ziff | OBE DL
Chairman & Chief Executive
Stewart MacNeill | FCA
Group Finance Director
Ben Ziff
Managing Director CitiPark
TCS Energy & Technology
Craig Burrow
Group Property Director
Michael Ziff | Hon DUniv
(Brad)
Non-Executive Director
Ian Marcus | OBE MA FRICS
Non-Executive Director
Paul Huberman | FCA CTA
Non-Executive Director
APPOINTED: 08/1985 APPOINTED: 06/2021 APPOINTED: 09/2015 APPOINTED: 01/2023 APPOINTED: 07/2004 APPOINTED: 01/2015 APPOINTED: 01/2015
INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No
Skills and experience
Edward joined the Company in
1981 before being appointed to the
Board in 1985, becoming Managing
Director in 1983, Chief Executive
in 2001 and succeeding his father
and founder of the Company as
Chairman in 2004. Edward is a
lifelong supporter of the city of
Leeds and plays an active role
in the community. A passionate
family man, Edward brings a
strong pastoral care aspect to the
business, encouraging individual
leadership and an active role in the
community through local charities.
Edward’s position as son of the
founder of TCS, and his lifelong
experience working at different
levels in the business make
him uniquely qualified to lead
the Company. In addition, the
wider role he plays in the Leeds
community in particular, supports
him in leading this proudly Leeds-
based business.
External appointments
He is a Trustee of the United
Hebrew Congregation, Leeds,
a member of the council of
University College School, London,
and a Deputy Lieutenant for the
County of West Yorkshire.
Previous experience
In 2013 he was awarded an
Honorary Doctorate of Business
Administration by Leeds Beckett
University. Edward was awarded
an OBE for services to the Leeds
community and economy in the
2017 Queen’s Birthday Honours
list. He was previously Chair and
Trustee of Leeds Hospitals Charity.
Skills and experience
Stewart’s chartered accounting
qualification clearly underpins
his ability to deliver in his role
as Group Finance Director. In
addition, his 20 years’ experience
in the property industry, having
specialised on the finance side
since 2002, ensure he is able to
guide and add value in both the
operational aspects and strategic
direction of the business.
External appointments
He is an executive of Blizzard
Properties, a small private property
development and consultancy
business that specialises in
out-of-town retail.
Previous experience
Stewart formally joined the Board
in June 2021, having spent the
previous four months acting as
the Company’s Interim Chief
Financial Officer. Prior to TCS, he
spent the bulk of his professional
career at LXB Properties, the
real estate investment company
which focused on edge-of-town
and out-of-town retail assets,
and most recently worked at a
small development consultancy
business. Stewart is a graduate of
the University of Cambridge and a
Fellow of the Institute of Chartered
Accountants of England and Wales.
Skills and experience
Ben’s long and close contribution
to the business ensures he is
always able to take the wider,
cross-business long-term view.
In addition, his wide knowledge
of the rapidly changing effects of
technology ensures that we are
able to take advantage of new
ways of doing business across
the Property, Energy and Parking
subsidiaries of the Company.
Ben joined TCS in 2008, becoming
CitiPark Managing Director in
2009. In September 2015, Ben
was appointed to the Board
ofDirectors.
External appointments
He is a mentor at the Creative
Destruction Lab, part of the Saïd
Business School at the University
of Oxford.
Previous experience
In 2013, Ben successfully led
a team in the redevelopment of
the Merrion Centre multi-storey
car park, which turned a 1960s
structure into a state-of-the-art
facility featuring Skidata, ApplePay,
Contactless Payment and ANPR
technologies. Since 2014,
Ben has led the acquisitions
programme which has doubled
the size of the car park division.
Ben’s personal interest in
combining tech, renewable
energy and electric vehicle
charging led to the development
in 2012, of TCS Energy, which
pursues renewable energy
production and storage to add
to our existing portfolio of solar
farm installations. Ben has ensured
the Group uses cutting-edge
technology to revolutionise and
maximise its operations, including
guiding the Board’s financial
investment of YourParkingSpace.
co.uk, which TCS successfully
exited in July 2022.
Skills and experience
Craig is a chartered surveyor
with over 25 years’ experience
in the Leeds and Manchester
office market. He is well known
throughout the region’s business
community for his long-standing
positions on boards, committees
and steering groups.
External appointments
He is Chair of the Yorkshire
Property Charitable Trust, a
member of the committee of
the Crypt Factor and Yorkshire
Property Charity Lunch.
Previous experience
Craig joined the Company in
October 2020 as Development
Director becoming Group Property
Director in January 2023. He
has significant experience in the
property industry having started as
a commercial agent at Weatherall
Green & Smith, and then at DTZ
Debenham Tie Leung before
moving to Bruntwood, where for
most of his 13 years he was the
Director of Leeds, responsible for
overseeing all aspects of managing
the Leeds portfolio including
asset management, acquisitions,
disposals, investments and
redevelopments including
Platform, Hepworth Point and
Sovereign Square.
Skills and experience
Michael’s lifelong involvement
with the Company and his retail
experience puts him in a unique
position to understand TCS, and
to give counsel based on the
founding principles of the business
and the importance of taking a
long-term strategic view. Michael
was appointed to the Board in
July 2004.
External appointments
He is a Director of Transworld
Business Advisors UK Ltd and LBFB
Ltd M&A, corporate advisors and
Business & Franchise brokerage
company. He is Co-chair of
the London Jewish Forum, an
advocacy charity working closely
with the Jewish community, the
police, the National Health Service
and London-based politicians
(MPs and local councillors). He is
Chair of the Faith & Belief Forum, a
leading interfaith charity, President
and trustee of Maccabi GB, and
International Vice President of
Maccabi World Union, a sports and
wellbeing youth and education
charity. He is also Trustee of the
Polack’s House Education Trust and
Member of the FA Antisemitism
Task Force.
Skills and experience
Ian’s significant experience in the
Property and Corporate Finance
worlds give him an experience
base and a network that can
valuably inform, guide and support
TCS both in making day-to-day
operational decisions, and in
setting the long-term strategic
direction of the business. He has
broad remuneration experience
which supports his role as Chair
of the Remuneration Committee.
Ian Marcus was appointed to the
Board in January 2015.
External appointments
Ian is a member of Redevco’s
Advisory Board. He is Senior
Advisor to Eastdil Secured, the
Chair of Shurgard Self Storage
SA, Senior Advisor to Elysian
Residences, Advisor to Work.Life,
and a senior advisor to Anschutz
Entertainment Group. Ian is also a
Non-Executive Director of Green
Mountain Global and a visiting
Professor at Aberdeen University.
Previous experience
Ian spent over 32 years as an
investment banker, latterly at
Credit Suisse. Ian was previously
a Crown Estate Commissioner, a
Trustee of The Prince’s Foundation,
is a former Chairman of the
Bank of England Commercial
Property Forum, a past President
of the British Property Federation,
past Chair of the Investment
Property Forum and former
President of Cambridge University
LandSociety.
Skills and experience
Paul was appointed a Director in
January 2015. He brings over 38
years’ experience in the property
and finance sectors.
Paul’s previous experience as
Finance Director at three quoted
companies, and his ongoing work
in the real estate arena mean that
he can robustly challenge and
scrutinise the financial affairs of
the business, leading the Audit
Committee, as well as contributing
meaningfully to the broader
operational and strategic activities
of the Company.
External appointments
He is currently a part-time
Executive Director of Galliard
Homes Limited, a London
housebuilder, a Non-Executive
Director at GetBusy plc,
a developer of document
management and task
management software and a
Non-Executive Director at a
privately-owned property group.
Previous experience
Paul was previously Finance
Director at three quoted
Companies. He was a Non-
Executive Director at Grit Real
Estate Income Group Ltd, a listed
pan-African property investment
company, a Non-Executive
Director at LiFE At Ltd, a multi
branch London-based residential
estate agency, a Non-Executive
Director at JCRA Group Ltd, the
holding company of JC Rathbone
Associates Ltd, the independent
advisors on interest rate risk
management, debt finance and
foreign exchange exposure, and
a Non-Executive Director at the
Industrial Dwellings Society (1885)
Ltd, a housing association.
Town Centre Securities PLC Annual Report and Accounts 2025
64
CORPORATE GOVERNANCE
Edward Ziff | OBE DL
Chairman & Chief Executive
Stewart MacNeill | FCA
Group Finance Director
Ben Ziff
Managing Director CitiPark
TCS Energy & Technology
Craig Burrow
Group Property Director
Michael Ziff | Hon DUniv
(Brad)
Non-Executive Director
Ian Marcus | OBE MA FRICS
Non-Executive Director
Paul Huberman | FCA CTA
Non-Executive Director
APPOINTED: 08/1985 APPOINTED: 06/2021 APPOINTED: 09/2015 APPOINTED: 01/2023 APPOINTED: 07/2004 APPOINTED: 01/2015 APPOINTED: 01/2015
INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No
Skills and experience
Edward joined the Company in
1981 before being appointed to the
Board in 1985, becoming Managing
Director in 1983, Chief Executive
in 2001 and succeeding his father
and founder of the Company as
Chairman in 2004. Edward is a
lifelong supporter of the city of
Leeds and plays an active role
in the community. A passionate
family man, Edward brings a
strong pastoral care aspect to the
business, encouraging individual
leadership and an active role in the
community through local charities.
Edward’s position as son of the
founder of TCS, and his lifelong
experience working at different
levels in the business make
him uniquely qualified to lead
the Company. In addition, the
wider role he plays in the Leeds
community in particular, supports
him in leading this proudly Leeds-
based business.
External appointments
He is a Trustee of the United
Hebrew Congregation, Leeds,
a member of the council of
University College School, London,
and a Deputy Lieutenant for the
County of West Yorkshire.
Previous experience
In 2013 he was awarded an
Honorary Doctorate of Business
Administration by Leeds Beckett
University. Edward was awarded
an OBE for services to the Leeds
community and economy in the
2017 Queen’s Birthday Honours
list. He was previously Chair and
Trustee of Leeds Hospitals Charity.
Skills and experience
Stewart’s chartered accounting
qualification clearly underpins
his ability to deliver in his role
as Group Finance Director. In
addition, his 20 years’ experience
in the property industry, having
specialised on the finance side
since 2002, ensure he is able to
guide and add value in both the
operational aspects and strategic
direction of the business.
External appointments
He is an executive of Blizzard
Properties, a small private property
development and consultancy
business that specialises in
out-of-town retail.
Previous experience
Stewart formally joined the Board
in June 2021, having spent the
previous four months acting as
the Company’s Interim Chief
Financial Officer. Prior to TCS, he
spent the bulk of his professional
career at LXB Properties, the
real estate investment company
which focused on edge-of-town
and out-of-town retail assets,
and most recently worked at a
small development consultancy
business. Stewart is a graduate of
the University of Cambridge and a
Fellow of the Institute of Chartered
Accountants of England and Wales.
Skills and experience
Ben’s long and close contribution
to the business ensures he is
always able to take the wider,
cross-business long-term view.
In addition, his wide knowledge
of the rapidly changing effects of
technology ensures that we are
able to take advantage of new
ways of doing business across
the Property, Energy and Parking
subsidiaries of the Company.
Ben joined TCS in 2008, becoming
CitiPark Managing Director in
2009. In September 2015, Ben
was appointed to the Board
ofDirectors.
External appointments
He is a mentor at the Creative
Destruction Lab, part of the Saïd
Business School at the University
of Oxford.
Previous experience
In 2013, Ben successfully led
a team in the redevelopment of
the Merrion Centre multi-storey
car park, which turned a 1960s
structure into a state-of-the-art
facility featuring Skidata, ApplePay,
Contactless Payment and ANPR
technologies. Since 2014,
Ben has led the acquisitions
programme which has doubled
the size of the car park division.
Ben’s personal interest in
combining tech, renewable
energy and electric vehicle
charging led to the development
in 2012, of TCS Energy, which
pursues renewable energy
production and storage to add
to our existing portfolio of solar
farm installations. Ben has ensured
the Group uses cutting-edge
technology to revolutionise and
maximise its operations, including
guiding the Board’s financial
investment of YourParkingSpace.
co.uk, which TCS successfully
exited in July 2022.
Skills and experience
Craig is a chartered surveyor
with over 25 years’ experience
in the Leeds and Manchester
office market. He is well known
throughout the region’s business
community for his long-standing
positions on boards, committees
and steering groups.
External appointments
He is Chair of the Yorkshire
Property Charitable Trust, a
member of the committee of
the Crypt Factor and Yorkshire
Property Charity Lunch.
Previous experience
Craig joined the Company in
October 2020 as Development
Director becoming Group Property
Director in January 2023. He
has significant experience in the
property industry having started as
a commercial agent at Weatherall
Green & Smith, and then at DTZ
Debenham Tie Leung before
moving to Bruntwood, where for
most of his 13 years he was the
Director of Leeds, responsible for
overseeing all aspects of managing
the Leeds portfolio including
asset management, acquisitions,
disposals, investments and
redevelopments including
Platform, Hepworth Point and
Sovereign Square.
Skills and experience
Michael’s lifelong involvement
with the Company and his retail
experience puts him in a unique
position to understand TCS, and
to give counsel based on the
founding principles of the business
and the importance of taking a
long-term strategic view. Michael
was appointed to the Board in
July 2004.
External appointments
He is a Director of Transworld
Business Advisors UK Ltd and LBFB
Ltd M&A, corporate advisors and
Business & Franchise brokerage
company. He is Co-chair of
the London Jewish Forum, an
advocacy charity working closely
with the Jewish community, the
police, the National Health Service
and London-based politicians
(MPs and local councillors). He is
Chair of the Faith & Belief Forum, a
leading interfaith charity, President
and trustee of Maccabi GB, and
International Vice President of
Maccabi World Union, a sports and
wellbeing youth and education
charity. He is also Trustee of the
Polack’s House Education Trust and
Member of the FA Antisemitism
Task Force.
Skills and experience
Ian’s significant experience in the
Property and Corporate Finance
worlds give him an experience
base and a network that can
valuably inform, guide and support
TCS both in making day-to-day
operational decisions, and in
setting the long-term strategic
direction of the business. He has
broad remuneration experience
which supports his role as Chair
of the Remuneration Committee.
Ian Marcus was appointed to the
Board in January 2015.
External appointments
Ian is a member of Redevco’s
Advisory Board. He is Senior
Advisor to Eastdil Secured, the
Chair of Shurgard Self Storage
SA, Senior Advisor to Elysian
Residences, Advisor to Work.Life,
and a senior advisor to Anschutz
Entertainment Group. Ian is also a
Non-Executive Director of Green
Mountain Global and a visiting
Professor at Aberdeen University.
Previous experience
Ian spent over 32 years as an
investment banker, latterly at
Credit Suisse. Ian was previously
a Crown Estate Commissioner, a
Trustee of The Prince’s Foundation,
is a former Chairman of the
Bank of England Commercial
Property Forum, a past President
of the British Property Federation,
past Chair of the Investment
Property Forum and former
President of Cambridge University
LandSociety.
Skills and experience
Paul was appointed a Director in
January 2015. He brings over 38
years’ experience in the property
and finance sectors.
Paul’s previous experience as
Finance Director at three quoted
companies, and his ongoing work
in the real estate arena mean that
he can robustly challenge and
scrutinise the financial affairs of
the business, leading the Audit
Committee, as well as contributing
meaningfully to the broader
operational and strategic activities
of the Company.
External appointments
He is currently a part-time
Executive Director of Galliard
Homes Limited, a London
housebuilder, a Non-Executive
Director at GetBusy plc,
a developer of document
management and task
management software and a
Non-Executive Director at a
privately-owned property group.
Previous experience
Paul was previously Finance
Director at three quoted
Companies. He was a Non-
Executive Director at Grit Real
Estate Income Group Ltd, a listed
pan-African property investment
company, a Non-Executive
Director at LiFE At Ltd, a multi
branch London-based residential
estate agency, a Non-Executive
Director at JCRA Group Ltd, the
holding company of JC Rathbone
Associates Ltd, the independent
advisors on interest rate risk
management, debt finance and
foreign exchange exposure, and
a Non-Executive Director at the
Industrial Dwellings Society (1885)
Ltd, a housing association.
NON-EXECUTIVE BOARD
Committee Membership
Audit
Committee Member
Nomination
Committee Member
Remuneration
Committee Member
Sustainability and Climate
Change Committee Member
Chairman of Committee
CC
65
02
GOVERNANCE
Corporate Governance Report
Details of the Board of Directors are given on pages 64 to 65
of this report. At the end of the year the Board comprised three
Non-Executive Directors and four Executive Directors, including
the Chairman & Chief Executive.
Edward Ziff | OBE DL
Chairman & CEO
• Ensure a robust decision-making process
is in place and all appropriate information
is provided to the Board in a timely
manner.
• Set the Board agenda, focusing on
strategic matters and giving adequate
time to other key issues as required.
• Manage the Board to allow time for
discussion of complex or contentious
issues.
• Ensure the Board discharges its
responsibilities with respect to risk
management and governance, promoting
high standards of corporate governance.
• Effective communication with
Shareholders and other stakeholders.
• Leadership of the Board and the
Company.
• Successful achievement of objectives and
execution of strategy.
• Responsible for identifying and recruiting
Board members.
• Ensure long-term business sustainability.
• Ensure implementation of Board
decisions.
Stewart MacNeill | FCA
Group Finance Director
• Provide advice and guidance on financial
strategy.
• Ensure the Group’s financial
commitments, targets and obligations
aremet.
• Budget-setting and performance
management.
• Ensure compliance with statutory
regulations.
• Assist with Shareholder communications.
• Oversee all banking and debt facilities.
• Board responsibility for IT and data
security.
Ian Marcus | FRICS
Senior Non-Executive Director
• Support the Chairman & CEO’s delivery of
objectives.
• Lead the Non-Executive Directors in the
oversight and evaluation of the Chairman
& CEO.
• Being available to Shareholders to express
concerns that the normal channels have
failed to resolve, or for which they would
be inappropriate.
• Take responsibility for an orderly
succession process for the Chairman were
it to be required.
Ben Ziff
Managing Director, CitiPark
• Provide advice and guidance on Car
Parking strategy.
• Implement agreed business plan for
CitiPark.
• Identify and recruit CitiPark senior
management team.
• Identify and propose car park acquisitions
and/or disposals.
• Identify and lead relationship with
Property and Car Parking-related
technology investments.
Craig Burrow
Group Property Director
• Oversee the asset management of the
Company’s property portfolio.
• Identify and propose commercial
acquisitions and/or disposals.
• Manage the development programme.
• Propose major projects and bids.
• Manage commercial expenditure.
The key roles and
responsibilities are
as follows:
Our three Non-Executive Directors
bring considerable experience
and expertise to the work of the
Board and provide a significant
view to our deliberations.
They regularly challenge and
question the conclusions of the
Executives and have a particular
focus on the interests of all
Shareholders, including non-
family Shareholders.
Town Centre Securities PLC Annual Report and Accounts 2025
66
CORPORATE GOVERNANCE
In accordance with the UK
Corporate Governance Code
Paul Huberman and Ian Marcus
are not considered to be
independent as they have served
as Non-Executive Directors of
the Company for more than nine
years. The Board confirms that
they:
• have not been an employee of the
Company or Group during the prior five
years;
• have not had any material business
relationship with the Company or been a
Director or a senior employee of a body
which has had such a relationship with the
Company;
• have not received or receive remuneration
from the Company other than Directors’
fees, nor do they participate in any
Company Share Plan, nor are a member of
the Company’s pension scheme;
• do not have close family ties with the
Company’s advisors, Directors, or senior
employees;
• have no cross Directorships or significant
links with other Directors through
involvement in other companies and
bodies other than that referred to below;
and
• do not represent a significant Shareholder.
One of the Non-Executive Directors, Michael
Ziff, is not considered to be independent,
due mainly to his shareholding in the
Company and his close family ties. The
Board consider that he brings extensive
experience and expertise and provides an
invaluable contribution to the work of the
Board. Although not independent, both
Ian and Paul provide robust challenge to
the rest of the Board and bring significant
relevant experience to the Board.
Additionally, under the Code, the
Company is required to identify a Senior
Non-Executive Director. Ian Marcus and
Paul Huberman were appointed on the
same day and, while they have different
skills and experience, neither is senior to
the other. Consequently, for the purpose of
compliance with the Code, the position will
alternate on an annual basis.
Over the past year Ian Marcus has stood
as our Senior Director and therefore, from
the date of this report until the next, the
position will be rotated to Paul Huberman.
Prior to the introduction of the 2018
UK Corporate Governance Code, Ian
Marcus was appointed as a workforce
representative. His role has been key in
ensuring workforce representation in the
discussions and decisions of the Board,
useful in enabling all Directors to perform
their duties under Section 172 of the
Companies Act 2006.
The full Board met eight times in the year
and the record of Directors’ attendance
at the Board meetings is set out overleaf.
This year the Board met once specifically
to review the strategic direction of the
Group. The Board manages overall control
of the Group’s affairs in accordance with
the schedule of matters reserved for its
decision. These include the approval
of financial statements, business plans
including environmental and sustainability
considerations, all major acquisitions and
disposals, risk management strategy and
treasury decisions.
The Board has established two divisional
Boards: the Property Review Board
(eight meetings in the year) and CitiPark
Board (eight meetings in the year), and a
separate Sustainability and Climate Change
Committee – which comprise Executive
Directors and senior management. The
Board has delegated responsibility to
the divisional Boards and Committee
for assisting the Executive Directors on
measures relating to the Board’s strategies
and policies, operational management
and the implementation of the systems of
internal control, within agreed parameters.
There is an agreed procedure for Directors
to take independent professional advice
at the Company’s expense, if necessary, in
the performance of their duties. This is in
addition to the access which every Director
has to the Company Secretary. The Group
maintains liability insurance on behalf of
Directors and Officers of the Company.
On appointment, the Directors are provided
with information about the Group’s
operations, the role of the Board, the
Group’s corporate governance policies and
the latest financial information. Additionally,
upon appointment, Directors are provided
with induction including training in respect
of all their responsibilities in accordance
with the UK regulatory regime. Subsequent
training is also undertaken as appropriate.
The appointment and removal of Directors
is governed by the Company’s Articles of
Association, the UK Corporate Governance
Code and the Companies Act 2006
and other related legislation. The Articles
are available on application to the
Company Secretary at the Company’s
registered office.
Ian Marcus and Paul Huberman meet
at least once a year without the other
Executive Directors present to discuss
the performance of the Board
and to appraise the Chairman & Chief
Executive’s performance.
UK Corporate Governance Code
(the ‘Code’)
As part of the Company’s commitment to
good corporate governance, a review of
compliance with the Code was undertaken
and areas of non-compliance identified.
The Board has undertaken several changes
to comply with the Code and several
other actions remain ongoing. Detail on
compliance with the Code is provided on
pages 70 to 71.
67
02
GOVERNANCE
Corporate Governance Report continued
LISTING RULES
In accordance with UKLR 6.6.1 the following information has been disclosed as set out below.
LISTING RULE REQUIREMENT LOCATION
A statement of the amount of interest capitalised during the period under review and details of
any related tax relief.
Not applicable
Information required in relation to the publication of unaudited financial information. Not applicable
Details of any long-term incentive schemes. No such long-term incentive plans
Details of any arrangements under which a Director has waived emoluments, or agreed to waive
any future emoluments, from the Company.
Not applicable
Details of any non-pre-emptive issues of equity for cash. No such share allotments
Details of any non-pre-emptive issues of equity for cash by any unlisted major subsidiary undertaking. No such share allotments
Details of parent participation in a placing by a listed subsidiary. Not applicable
Details of any contract of significance in which a Director is or was materially interested. No such contract
Details of any contract of significance between the Company (or one of its subsidiaries) and a
controlling Shareholder.
No such contract
Details of waiver of dividends by a Shareholder. No such waiver
Board statement in respect of relationship agreement with the controlling Shareholder. Directors’ Report, page 85
Performance of the Board
The effectiveness of the Board, its
committees and Directors was reviewed as
part of Board proceedings. Given the size
of the Board and nature of the business
the Directors performed an internal Board
evaluation. The Board recognises the
requirement to consider the use of an
external evaluator at least every three
years. The Board has not yet engaged
with an external evaluator and during
the next financial year will consider the
appropriateness of this measure for Town
Centre Securities.
The evaluation of the Board and its
committees, which did not highlight any
areas of concern, considered:
• The Directors’ understanding of the roles
and responsibilities of the Board and of
its committees;
• The structure of the Group, including
succession planning in key areas of
the business;
• The Board’s understanding of the Group’s
activities and the appropriateness of its
strategic plan;
• Whether Board meetings effectively
monitor and evaluate progress towards
strategic goals;
• Board composition and the involvement
of each Director in the business of
the Group;
• The overall effectiveness of the Board
in the provision of the necessary
experience required to direct the
business efficiently; and
• The effectiveness of the Board
Committees in performing their roles.
The evaluation of the performance of
individual Directors was undertaken by
the Chairman & Chief Executive and the
performance of the Chairman & Chief
Executive was evaluated by the Non-
Executive Directors led by the Senior Non-
Executive Director, considering the views
of the Executive Directors. Ian Marcus and
Paul Huberman met at least once during the
year without the Chairman and the rest of
the Directors.
Town Centre Securities PLC
Annual Report and Accounts 2025
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CORPORATE GOVERNANCE
Committees of the Board
Nomination Committee
Edward Ziff (Chair)
Ian Marcus
Paul Huberman
Michael Ziff
Audit Committee
Paul Huberman (Chair)
Ian Marcus
Remuneration Committee
Ian Marcus (Chair)
Paul Huberman
Attendance at Board Meetings (of 8)
Edward Ziff 8
Ben Ziff 8
Stewart MacNeill 8
Craig Burrow 8
Michael Ziff 8
Attendance at Board Meetings (of 8) continued
Ian Marcus 8
Paul Huberman 8
Attendance at Audit Committee Meetings (of 2)
Paul Huberman 2
Ian Marcus 2
Jeremy Collins 2
Vicar Lane, Leeds
69
02
GOVERNANCE
Statement of Compliance with the UK Corporate Governance Code
The UK Corporate Governance Code (‘the Code’) can be found on the FRC’s website: frc.org.uk. Under the Code, the Board is required to
make a number of statements. These statements are set out below:
1. Compliance with the Code
As a company listed on the London Stock Exchange, Town Centre Securities PLC is subject to the requirements of the Code. The Board is
required to comply with the Code and, where it does not, to explain the reasons for non-compliance. The Board now reports against the
2018 Corporate Governance Code and has also produced a Section 172 Statement demonstrating how Directors have performed their
duties in compliance with Section 172 of the Companies Act 2006.
Statement of compliance with the Code
The Board has considered the principles and provisions of the Code, published by the Financial Reporting Council (‘FRC’). The Board of
Directors has complied with the Code throughout the year except for the following matters:
UK CORPORATE
GOVERNANCECODE PROVISION MITIGATION EXPLANATION OF DEPARTURE FROM THE CODE
PROVISION 9 The roles of the Chairman
and Chief Executive should
not be exercised by the
sameindividual.
The Board acknowledges that the appointment of Edward Ziff as Chairman & CEO and
his tenure depart from the UK Code.
Edward Ziff became Chief Executive in 2001 and succeeded his father as Chairman
in 2004. The Board unanimously agreed that, for a number of reasons, including cost
efficiency, that taking on both roles would be in the Company’s best interests. The Board
is focused on the commercial success of the Company and believes that continuing
the combined position of Chairman & Chief Executive is the best way to achieve this.
Furthermore, the Board noted the contributions which have been made by Edward
Ziff in delivering the strategy of the Company, whilst utilising his position to act as an
ambassador for the Company.
As mentioned previously, the Company took the step to include wider management
representation at Board-level as a measure to give the Non-Executive Directors greater
access and further avenues to scrutinise the business. This ensures an appropriate level
of robust challenge and is an ongoing focus for the Non-Executive Directors.
The Non-Executive Directors meet at least annually in a private session chaired by the
Senior Director to consider the governance of the Company including the division of
responsibilities for the Chairman & CEO.
Edward Ziff will stand for re-election at all future Annual General Meetings in accordance
with the Code requirements.
PROVISION 19 Chair not to remain in post
formore than nine years.
Edward Ziff was appointed Chairman & CEO in 2004, which the Board feels continues
to be in the best interest of the Company. Due to this combined role Edward Ziff is not
considered to be independent.
Edward Ziff has over 37 years’ experience on the TCS Board and is well respected within
both the Leeds and Manchester property markets – which geographically represent 89%
of the Group’s property portfolio. His invaluable knowledge of the Group’s largest single
asset, the Merrion Centre, Leeds would be very difficult to replicate.
Edward Ziff has significant contacts within the local area in which the business operates
(for example at the local authorities, Leeds University and the Leeds Hospitals Charity).
The Board believes that the valuable experience provided by Edward Ziff continues to
benefit the Company.
PROVISION 38 Pension contributions payable
to Directors in line with the
Company’s Employees.
The Company makes pension contributions of 13% to three Executive Directors, which is
higher than paid in relation to senior management. This is deemed appropriate to ensure
suitably qualified and experienced individuals are appointed to support the Chairman
and Chief Executive.
PROVISION 39 Notice or contract periods
should be set at one year
orless.
The Chairman & Chief Executive has a service contract with a notice period greater than
one year.
Given the role and experience of the Chairman & Chief Executive, and his deep knowledge of
the Company, the Board believes the longer notice period continues to be appropriate.
PROVISION 11
AND 17
At least half the Board,
excluding the Chairman,
tobeindependent.
With regards to provision 17,
a majority of the nomination
committee members should
be independent.
The Board noted that less than half of the Board is considered to be independent. The
composition of the Board is regularly reviewed to ensure that there in an appropriate
balance of skills and experience. The Board currently comprises three Non-Executive
Directors, all of which are not considered to be independent.
Two of the Non-Executive Directors have been in their roles for over nine years, and for
the purpose of the Code do not count as independent. These individuals bring significant
experience to the business.
Again, without the unusual wider management representation on the Board, the Company
would meet the required ratio of Independent Directors.
Town Centre Securities PLC
Annual Report and Accounts 2025
70
CORPORATE GOVERNANCE
2. Going concern
The Board is required to confirm that the Group has adequate resources to continue in operation for at least 12 months.
The Directors are satisfied that the Group has adequate resources to continue to be operational as a going concern for the foreseeable
future and therefore have adopted the going concern basis in preparing the Group’s 2025 Financial Statements. More details can be found
in the Risk Report on page 56 and the Directors’ Report on page 85.
3. Viability statement
The Board is required to assess the viability of the Company taking into account the current position and the potential impact of the
principal risks and uncertainties facing the business.
The Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over
the three years ended 30 June 2028. Our Viability Statement can be found in the Risk Report on page 57.
4. Principal risks facing the Group
The Board is required to confirm that a robust assessment of the principal and emerging risks facing the Company has been carried out
and should describe those risks and explain how they are being managed or mitigated.
A robust assessment of the principal risks facing the Company was undertaken during the year, including those that would threaten its
business model, future performance, solvency or liquidity. These risks and how they are being managed or mitigated can be found in the
Risk Report starting on page 50.
5. Risk management and internal control
The Board is required to monitor the Company’s risk management and internal control systems and, at least annually, carry out a review of
their effectiveness.
The Board conducted a review of the effectiveness of the systems of risk management and internal control during the year and considers
that there is a sound system in place. More detail can be found in the Audit Committee Report on page 76.
6. Fair, balanced and understandable
The Board is required to confirm that it considers the Annual Report, taken as a whole, to be fair, balanced and understandable and
provides the information necessary for Shareholders to assess the Company’s position and performance, business model and strategy.
The Directors consider, to the best of each person’s knowledge and belief, that the Annual Report, taken as a whole is fair, balanced and
understandable and provides the information necessary for Shareholders to assess the Company’s position and performance, business
model and strategy. This is considered in the Audit Committee Report on page 76 and the Statement of Directors’ Responsibilities on
page87.
Relations with Shareholders
The Board is committed to maintaining good communication with Shareholders. The Chairman & Chief Executive and Group Finance
Director maintain a dialogue with institutional Shareholders and analysts immediately after the announcement of the half-year and full-year
results. Their views are reported to the Board as appropriate. The Company also encourages communications with private Shareholders
throughout the year and welcomes their participation at Shareholder meetings.
The principal communication with private Shareholders is through the Annual Report and Accounts, the half-year release and the Annual
General Meeting (‘AGM’). The Notice of AGM and related papers are communicated to Shareholders at least 20 working days before
the meeting to give Shareholders sufficient time to consider the business of the meeting. All Directors attend the AGM in person (or by
teleconference) and Shareholders are given the opportunity to ask questions of the Board and meet all the Directors informally after the
meeting.
Separate resolutions are proposed for each item of business and the proxy votes for, against and withheld are announced. An
announcement confirming resolutions passed at the AGM is made through the London Stock Exchange immediately after the meeting.
TheSenior Independent Director is available to Shareholders if they have concerns they wish to raise.
The Group has a comprehensive website on which up-to-date information is available to all Shareholders and potential investors
(tcs-plc.co.uk).
Edward Ziff OBE DL
Chairman & Chief Executive
16 October 2025
71
02
GOVERNANCE
Nomination Committee Report
Responsibilities of the
Nomination Committee
The Committee is responsible for
the regular review of the structure,
size and composition (including the
skills, knowledge, independence and
experience) of the Board, and it makes
recommendations to the Board with
regard to any changes.
The Committee also considers
succession planning for the Executive
Board in the course of its work, taking
into account the challenges and
opportunities being faced and the
skills and expertise required.
Work of the Committee
during the year
The effectiveness of the Board,
its Committees and Directors was
reviewed as part of the September
Board proceedings. More detail can
be found in the Directors’ Report on
page 85. As a result of this exercise,
the Committee will be focusing on
continuing to develop its succession
plan for the Board. A central part of
this plan will be to seek to make the
Board more diverse. The Company
continues to face new challenges
with significant uncertainty in the
general economy. The Committee will
be considering the Board’s skill set to
ensure it is able to lead the Company
and a diverse Board will be key to the
Board’s effectiveness. The Company’s
approach to diversity is set out later in
this report.
The Committee recognises that the
Chair of the Board has remained
in post beyond nine years and the
reasons for this are regularly and
rigorously reviewed by Ian Marcus and
Paul Huberman to ensure this remains
in the best interests of the Company
and its stakeholders. This exercise
also incorporates a review of the
combined role of Chairman & Chief
Executive Officer. Further information
can be found on page 63.
Biographies of the Board members
can be found on pages 64 to 65.
Dear Shareholder,
I am pleased to continue to act as
Chairman of the Nomination
Committee. The other members of
the Committee are Ian Marcus,
Paul Huberman and Michael Ziff.
The Committee met formally once
during the year.”
Edward Ziff OBE DL
Chairman & Chief Executive
Town Centre Securities PLC
Annual Report and Accounts 2025
72
CORPORATE GOVERNANCECORPORATE GOVERNANCE
Diversity and inclusivity
The Board embraces the supporting principles on diversity and inclusivity in its broadest
sense: diversity of skills, background, experience, knowledge, outlook, approach, gender
and ethnicity. In addition, the Company has regard for diversity in recruitment at all levels.
At the Company’s head office in Leeds, 14 of the Company’s 30 employees are female.
The Company drives diversity through its university placements, adding to its core strategy
on enhancing diversity via a strong and diverse pipeline of talent throughout the Group at
all levels.
The Board does not meet any of the targets on Board diversity as set out in UKLR 6.6.6(9). As
a relatively small Plc based in Leeds, the Company has always recruited Board and executive
management members primarily for their skills and experience. The experience of the
Company is that the potential pool of candidates does not allow it to fulfil any of the diversity
and inclusivity targets in the UK Listing Rules. In assessing the members of the executive
management team, the Company has included all heads of departments and the key
members of the individual business segment meetings. The composition of the Board
and at executive management level as at both 30 June 2025 and at the date of this report
is as follows:
Gender identity
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
Number in
executive
management
Percentage
of executive
management
Men 7 100% 3 5 62.5%
Women 0 0% 0 3 37.5%
Not specified/prefer not to say 0 0% 0 0 0%
Ethnic background
White British or other white 7 100% 3 8 100%
Mixed/Multiple ethnic groups 0 0% 0 0 0%
Black/African/Caribbean/
BlackBritish 0 0% 0 0 0%
Other ethnic group,
includingArab 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
The Board is committed to ensuring it has an appropriate balance of skills, knowledge and
experience. Diversity is a vital part of the continued assessment and enhancement of Board
composition, and the Board recognises the benefits of diversity amongst its members,
and the senior team. As mentioned earlier in this Report, the Board recognises that its
composition should enable it to meet future challenges and assist it in discharging its
responsibilities to all of its stakeholders.
All Board appointments are made on merit and whilst the Nomination Committee has
decided not to employ specific diversity targets, it continues to actively support diversity
in all forms. The Board is committed to furthering its diversity and is looking to address the
issue wherever the opportunity arises to do so. The Committee is committed to ensuring
that recruiting a female Independent Non-Executive Director is a priority when a future
vacancy arises.
Edward Ziff OBE DL
Chairman of the Nomination Committee
16 October 2025
73
02
GOVERNANCE
Audit Committee Report
Dear Shareholder,
As Chairman ofthe Audit
Committee (‘the Committee’)
I am pleased to present the
report of the Committee for
the year ended 30June 2025.”
Paul Huberman FCA CTA
Chairman of the Audit Committee
The Audit Committee consists of
two Non-Executive Directors: Paul
Huberman and Ian Marcus. I am a
qualified Chartered Accountant and
experienced senior finance executive
having been Finance Director of three
different listed companies, and more
recently a Non-Executive Director at
Galliard Homes and Grit Real Estate
Income Group. Ian Marcus has a
breadth of experience in Investment
Banking, and as a Non-Executive
Director with past Audit Committee
responsibilities. The Board is therefore
satisfied that at least one member of
the Audit Committee has recent and
relevant financial experience. The
Committee as a whole has relevant
sector experience.
Executive Directors, including Edward
Ziff, join Committee meetings by
invitation but are not members of the
Committee. The Committee meets
alone with the external auditor without
Executives present at least twice
a year.
The Audit Committee carries out
an annual review of its Terms of
Reference. The Terms of Reference
ensures the Committee’s role is fully
compliant with the 2018 UK Corporate
Governance Code and reflects best
practice. This is available to view on
the Company’s website.
Responsibilities
The Committee’s role includes, but
is not limited to, assisting the Board
to discharge its responsibilities and
duties for financial reporting, internal
control, management of risk and the
appointment, reappointment and
remuneration of an independent
external auditor. The Committee is
responsible for reviewing the scope,
terms of engagement, and results of
the audit work and the effectiveness
of the auditor. The Committee is
responsible for monitoring the
integrity of the Financial Statements,
announcements and judgements,
as well as reviewing the Company’s
internal financial controls. The
Committee also satisfies itself of
the auditor’s independence and
objectivity, reviews and approves
the level of non-audit services,
and the Group’s arrangements on
whistleblowing. Any matter the
Committee considers needs action or
improvement is reported to the Board.
In addition, the Committee continues
to review annually whether an internal
audit function is required.
Town Centre Securities PLC Annual Report and Accounts 2025
74
CORPORATE GOVERNANCE
Report on the Committee’s activities during the year
During the year, the Committee met three times and discharged its responsibilities by:
• Reviewing the Group’s draft Annual Report and Financial Statements and its interim results
statement prior to discussion and approval by the Board.
• Reviewing the continuing appropriateness of the Group’s accounting policies.
• Reviewing BDO’s plan for the 2025 Group audit and approving their terms of engagement
and proposed fees.
• Reviewing reports prepared by management on internal control issues, as necessary.
• Considering the effectiveness, objectivity and independence of BDO as external auditors
and recommending to the Board their reappointment.
• Reviewing management’s biannual risk review report and the effectiveness of the material
financial, operational and compliance controls that help mitigate the key risks.
• Reviewing the effectiveness of the Group’s whistleblowing policy.
• Monitoring the level of non-audit fees and the scope of non-audit services provided in the
year by the auditors.
• Reviewing and ultimately informing the Board of the decision to propose Grant Thornton
UK LLP as auditor to the Group for the year ending 30 June 2026 following a formal audit
tender process.
• Reviewing progress against the IT infrastructure and security action plan.
• Considering management’s approach to the Viability Statement in the 2025
Annual Report.
• Reviewing the terms of reference of the Audit Committee.
• Carrying out an annual performance evaluation exercise and noting the satisfactory
operation of the Committee.
• Reviewing the Group’s Non-Audit Services Policy.
• Reviewing the Group’s tax compliance.
• Reviewing the Group’s TCFD disclosures.
• Reviewing the longer-term viability of the business and its going concern status.
Significant issues considered in relation to the financial statements
During the year, the Committee considered key accounting matters and judgements in
respect of the financial statements. The Committee received detailed reporting from
the Finance Director and BDO with respect to key areas of management judgement
and reporting. Using BDO’s assessment of risk and the Committee’s own independent
knowledge of the Company, estimates and judgements of management in relation to the
preparation of the financial statements were reviewed and challenged. The significant
accounting matters and judgements related to:
• Investment Property Valuation – the Committee reviewed the reports of the independent
valuer CBRE, and the Chair and other members of the Committee attended the valuation
review meetings with management, BDO and CBRE.
• Treatment of property sales and investment acquisitions in the year.
• Going concern and covenant compliance – the Committee reviewed and approved the
going concern analysis.
• Viability Statement and appropriateness of period of the statement – the Committee
reviewed and agreed the longer-term viability analysis and recommended timeframe. As
part of this process a number of stress scenarios were provided to the Committee. The
assumptions behind those scenarios were robustly examined.
• Treatment of outstanding rental income due from tenants as at the year-end that was
more than three months overdue; the Committee agreed that it was appropriate to
provide for non-payment of the amounts due unless there was reasonable certainty of the
recoverability of specific balances.
• Accounting for the prior period adjustment in particular the reassessment of IFRS 16 lease
liabilities and right-of-use assets.
• Critical accounting estimates and judgements – the Committee reviewed and approved
the specific disclosures around the critical accounting estimates and judgements used in
preparing the financial statements.
Burlington House, Manchester
75
02
GOVERNANCE
Audit Committee Report continued
Going concern and viability
The Committee and the wider Board have
spent significant time during the year
reviewing and stress-testing the financial
robustness of the Company. This is detailed
in the Risk Review on page 55, but in
summary key Audit Committee activities
included:
• Detailed reviews of predicted cash flow
forecasts under different scenarios, and
review of predicted bank and debenture
covenant tests.
• Detailed discussions regarding the
Viability Statement and Going Concern
statement included within this Annual
Report and Accounts.
Fair, balanced and
understandable
In its review the Audit Committee has
determined that the 2025 Annual Report,
taken as a whole, is fair, balanced and
understandable and provides Shareholders
with the necessary information to assess
the Company’s position and performance,
business model and strategy.
Risk management and
internal controls
The UK Corporate Governance Code
provides that the Directors should
monitor the Company’s risk management
and internal control systems and, at
least annually, carry out a review of
their effectiveness and should report to
Shareholders in the Annual Report. The
monitoring and review should cover all
material controls, including financial,
operational and compliance controls.
The Board recognises that effective risk
management is critical to the achievement
of the Group’s strategic objectives, and
the Audit Committee plays a key role in
reviewing identified risks and assessing the
effectiveness of mitigation plans.
The principal risks and uncertainties
identified by the Board and the processes
in place to manage and mitigate such risks
are summarised in the Risk Management
section. All individual risks identified
have remained unchanged in the year.
The macroeconomic environment in the
UK has worsened over the year, however
the Company has mitigated this with
the robustness of the Group’s property
portfolio, its tenant mix, the underlying
trade in both the Group’s Car Parking and
Hotel businesses and the reduction in
borrowings over the year.
The risk management system is designed to give the Board confidence that the risks are
being managed or mitigated as far as possible. However, it should be noted that no system
can eliminate the risk of failure to achieve the Group’s objectives entirely and can only
provide reasonable but not absolute assurance against material misstatement or loss.
The key elements of the internal control framework are as follows:
• A comprehensive system of financial budgeting and forecasting based on an annual
budget in line with strategic objectives. Performance is monitored and action is taken
throughout the year based on variances to budget and forecast.
• Rolling 18-month cash flow forecasting that is reviewed by the Board at least six times
a year.
• An organisational structure with clearly defined roles, separation of duties, and authority
limits.
• Close involvement of the Executive Directors in day-to-day operations, and regular formal
meetings with senior management to review the business.
• Monthly meetings of the Executive, the Property Review Group, the CitiPark Board, and
quarterly meetings of the IT and Data Governance Committee.
• A documented appraisal and approval process for all significant capital expenditure.
• Approval by the Board for all material acquisitions, disposals and capital expenditure.
• The maintenance of a risk register, and a formal review of significant business risks twice
a year.
• A formal whistleblowing policy and anti-bribery policy.
The Board has delegated responsibility for reviewing the effectiveness of the risk
management framework and internal control to the Audit Committee.
Oversight of the external auditors
BDO were appointed as the Company’s auditors following a formal tender process in
2015/16.
Current UK regulations require rotation of the lead audit partner every five years, a formal
tender of the auditor every ten years and a change of auditor every 20 years. The 2025
audit was the fourth audit by Chris Young.
BDO presented their audit plan for the year-end to the Board, where the key audit risks
and areas of judgement were highlighted, and the level of audit materiality agreed. BDO
presented detailed reports of their findings to the Committee before the Interim and Full-
Year results. The Committee questioned and challenged the work undertaken and the key
assumptions made in reaching their conclusions.
Auditor independence and objectivity
The Committee recognises the importance of auditor objectivity and independence and
understands that this can be compromised by the provision of non-audit work. All taxation
advice is provided separately by PwC. However, there may be certain circumstances where,
due to BDO’s expertise and knowledge of the Company, it may be appropriate for them to
undertake non-audit work. The Company has put in place a formal process for agreeing and
approving non-audit work by the Audit Committee alongside a Non-Audit Services Policy
as mentioned previously. BDO have confirmed to the Audit Committee that they remain
independent and have maintained internal safeguards to ensure the objectivity of the
engagement partner and audit staff is not impaired.
Audit fees for the year are broken down as follows:
£’000
Audit of year-end consolidated Financial Statements 295
Audit of Company subsidiaries pursuant to legislation 10
TOTAL AUDIT SERVICES 305
Other non-audit services 5
TOTAL AUDITOR’S REMUNERATION 310
Town Centre Securities PLC
Annual Report and Accounts 2025
76
CORPORATE GOVERNANCE
The Committee ensures it is able to assess
the quality of BDO’s audit in three key ways:
Firstly, it ensures there is a comprehensive
engagement agreement in place; secondly,
the Committee reviews the detailed audit
planning document provided by BDO; and
thirdly, BDO produces a detailed audit
report that is thoroughly reviewed by
the Committee with follow-up iterations
as necessary. In addition to meeting the
auditors without management present,
the Committee is able to stress test the
independence and quality of the review.
The review described above allows the
Committee to determine and understand
the degree to which the auditors have
challenged management and if necessary
require the auditors to revisit particular
aspects in more detail. In this past year, the
attendance of Committee members at the
Valuation Review meetings has allowed the
Committee to witness first-hand the level of
scrutiny and challenge given by the auditors
to management and CBRE.
In the year ended 30 June 2025 the
Committee has not asked the auditors
to look at any specific areas not already
covered by the audit plan.
Auditor reappointment
A formal tender process was undertaken
during the year by the Audit Committee.
Six firms were invited to tender, of which
three were selected to present to the Audit
Committee. As a result of this process
BDO will be stepping down as Auditor
at this year’s AGM and it is proposed that
Grant Thornton will be appointed for the
year ended 30 June 2026. The Committee
believes that Grant Thornton are
independent and recommend that they
are appointed as external auditors for
the Company.
Internal audit
In 2023 the Group appointed an external
accountancy firm, independent of the
auditors, to provide an internal audit
service. This service provides two reviews
per annum – each review on a specific
targeted activity of the Group. The activity
chosen will be agreed between the internal
auditors and the Audit Committee.
Whistleblowing
The Group has in place a whistleblowing
policy which encourages employees to
report any malpractice or illegal acts or
omissions or matters of similar concern
by other employees or former employees,
contractors, suppliers or advisors. The
policy provides a mechanism to report
any ethical wrongdoing or malpractice or
suspicion thereof. The Committee reviews
this policy annually.
Committee evaluation
As part of the Board and Committee
self-evaluation process it was felt that the
Committee continued to operate at a high
standard and was effective in its support to
the Board during the year.
Paul Huberman
Chairman of the Audit Committee
16 October 2025
Weymouth Street, London
77
02
GOVERNANCE
Directors’ Remuneration Report
On behalf of the Board I am
pleased to present the Directors’
Remuneration Report ofthe
Remuneration Committee
(the‘Committee’).”
Ian Marcus
Chairman of the Remuneration
Committee
The report is divided into
twosections:
• This Annual Statement for the
year ended 30 June 2025, which
summarises remuneration outcomes
and how the Remuneration Policy
will operate for the year ending
30 June 2026.
• The Annual Report on
Remuneration which explains
how the Remuneration Policy
was implemented in the year
ended 30 June 2025, and how
the Remuneration Policy will be
implemented for the year ended
30 June 2026.
There are no proposed changes to
the Remuneration Policy from that
which was approved by Shareholders
last year. Only the Annual Statement
and Annual Report on Remuneration
will be subject to a vote atthe
forthcoming 2025 AGM.
Pay and performance
during2025
In determining the bonus award levels
for the year ended 30 June 2025 the
Remuneration Committee has taken
full account of the progress made by
the Company in the past year. As there
were no specific benchmarks set for
these bonuses, they were entirely at
the discretion of the Remuneration
Committee.
Bonus award for the year
ended 30 June 2025
Following a change to the
Remuneration Policy at the Company’s
AGM in 2022 we are able to award
exceptional bonuses in relation to
significant transactions that are
outside of the ordinary course of
business for the Company. These
bonuses are on top of the annual
bonus opportunity of up to a
maximum of 100% of base salary.
During the year the Committee
approved extraordinary bonuses
in relation to the final element of
deferred consideration received from
the sale of the Company’s investment
in YourParkingSpace Ltd (‘YPS’).
Town Centre Securities PLC Annual Report and Accounts 2025
78
CORPORATE GOVERNANCE
The financial performance assessment considered the following achievements:
• The EPRA profit for the year of £1.8m (£3.2m if you add back the extraordinary bonuses
paid and before adjusting for taxation) and £5.5m in FY24 (£4.4m if you add back the
extraordinary bonuses paid and before adjusting for taxation).
• EPRA Net Tangible Assets per share at theyear-end of 261p, FY24: 272p.
In addition to financial performance, the overall strength and security of the Group remains
strong, with key factors being:
• The one-year extension of the Company’s Lloyds revolving credit facility which was dueto
expire in June 2026, and which now expires in June 2027, although we stillhave the ability
to request a further one-year extension.
• The 15-month extension of the Company’s NatWest revolving credit facility which was
dueto expire in September 2025, and which now expires in December 2026.
• Repositioning and repurposing a number of our investment properties including
thephased refurbishments of Town Centre House in Leeds and the significant progress
made with lettings, in particular Dishoom in Leeds.
• The planning permission achieved for 1,039 student beds as part of the continued
evolution of the Merrion Centre.
Having considered the overall performance of the Company, the Committee has approved
awards in connection with the annual bonus opportunity of 10% of base salary for 2025; this
award was debated and agreed in a meeting of the Committee in September 2025 and is
not included in the results of the Company for the year ended 30 June 2025.
Other activities
The Committee met twice during the year.
In accordance with its terms of reference, the Committee continues to review the
remuneration policy periodically to seek to ensure a clear linkage between Executive
Directors’ pay and Group performance. In reviewing the remuneration policy, the
Committee not only assesses the alignment between policy, strategy and Shareholder
interests, but also the extent to which remuneration is sufficiently competitive to recruit,
motivate and retain key talent. In previous years and following a market benchmarking
exercise undertaken by Willis Towers Watson, the Committee came to a number of
conclusions which were reported in the 2019 and 2020 Report and Accounts:
• Overall Maximum Potential Remuneration (‘MPR’) for Executive Directors is low in
comparison to the Company’s property sector peers. Whilst base salaries are competitive,
maximum bonus opportunity is significantly lower than that of peers. This opportunity
was increased to a maximum of 100% following the 2021 AGM where changes to the
remuneration policy were approved, however this is still considered to be low.
• Actual remuneration is also low relative to peers, with an average bonus pay-out of 11%
of base salary over the last five years.
• The lack of a Long-Term Incentive Plan (‘LTIP’) contributes to lower overall pay levels and
means that remuneration does not actively assist to align all Executives to longer-term
Shareholder interests.
Implementation of the remuneration policy in 2025
• There will be cost-of-living increases of 3% for the Executive Directors.
• Actual cash bonuses of 10% have been awarded following discussion at the September
2025 meeting of the Remuneration Committee. These bonuses will be paid during the year
ending 30 June 2026.
• Exceptional bonuses have been paid during the year to three of the Executive Directors in
connection with the final element of deferred consideration received from the sale of the
Company’s investment in YourParkingSpaceLimited.
• The Remuneration Committee continues to discuss with the Executive Directors whether
to include suitable weightings, measures and targets or if the bonus award remains entirely
discretionary. If adopted these will be disclosed retrospectively in our subsequent report
as and when bonuses become payable, owing to commercial sensitivity.
• Pension and benefits will operate as in 2024.
Edward Ziff and Stewart MacNeill continue to engage with Shareholders, both family and,
where possible, larger independent Shareholders on all topics including remuneration. In
addition, I am available to any Shareholder who would like to discuss their concerns on
remuneration throughout the year, not only at the AGM.
Urban Exchange Manchester
79
02
GOVERNANCE
Remuneration policy
The Remuneration Committee implements
the Group’s policy, which is to provide
remuneration packages with fixed and
variable elements that fairly reward the
Executive Directors for their contribution
to the business. It seeks to ensure that the
packages are sufficiently competitive to
attract, retain and motivate the Directors
to manage the Group successfully, without
making excessive payments. The policy
seeks to achieve the Group’s strategic and
financial objectives by aligning the interests
of the Directors and Shareholders.
Fixed remuneration
The fixed element of Directors’
remuneration comprises base salary,
benefits and pension (see below for the
pension). This element seeks to ensure that
the Group attracts and retains appropriately
talented individuals and provides a
framework for them to save for retirement.
The Committee considers the overall
balance between the elements. Salaries
are determined with regard to individual
and Group performance and to market
rates and comparable roles at comparable
companies. Benefits principally comprise
company cars or a salary alternative
(although this is being phased out),
permanent health and medical insurance
premiums. During the year the Chairman &
Chief Executive receives reimbursement of
the costs of maintaining a flat in Leeds. The
value of the benefit is not pensionable. The
Company makes no pension contributions
in respect of Edward Ziff. The Group makes
payments of 13% of salary to a defined
contribution scheme for Stewart MacNeill,
Ben Ziff and Craig Burrow.
Directors’ Remuneration Report continued
Variable remuneration
The Group operates two bonus plans.
The first is an annual bonus plan under
which awards are discretionary and the
Committee considers the performance of
each individual Director and of the Group
in assessing the level of payments under
the plan. In particular, profit and growth
in Shareholder value (measured by the
movement in net asset value per share and
dividends paid as well as any movement
in share value) are carefully considered by
the Remuneration Committee in awarding
the bonuses when such increases were the
result of Directors’ input.
Specific benchmarks are not set which
enables the Committee to award bonuses
for both innovation and performance that
can’t be measured against rigid financial
metrics, although clearly the financial
impact is considered; in particular the
gearing level, absolute level of external debt
and ultimately the capital structure of the
business. The maximum award under this
plan is 100% of base salary.
In addition to the above plan, the
Committee is able to award exceptional
bonuses that are no more than 10%
of the profits generated from any
significant transactions that are outside
of the ordinary course of business for the
Company, subject to a maximum of £3m
in any one financial year. The purpose of
this is to encourage relatively small but
ultimately value-enhancing strategic and
innovative technological investments that
are complementary to the existing core
businesses of TCS.
These bonuses are not pensionable. It is
Group policy to reward exceptional growth
or performance. The Directors participate
annually in the Share Incentive Plan (All
Employee Incentive Plan), which was
approved by Shareholders in December
2003. The current investment limit is £1,800
per annum with a share-matching element
equal to 100% of the investment made
subject to forfeiture should the individual
cease to be employed during the first three
years of the plan.
Service agreements and
externalappointments
Edward Ziff has a service contract that is
subject to not less than two years’ notice.
Ben Ziff, Stewart MacNeill and Craig Burrow
have service contracts with one year’s, six
months’ and six months’ notice respectively.
The contracts provide for retirement at 65.
Under the terms of his service contract,
Edward Ziff was due to retire in April 2025,
however he is continuing in his dual role
as Chairman & Chief Executive to oversee
the strategic direction of the Group and
a new service contract is currently being
negotiated. As with all Directors, Edward
Ziff will stand for re-election at all future
Annual General Meetings. The Group can
discharge any obligation in relation to the
unexpired portion of their notice period or
any notice required to be given under their
service contracts by making a payment
in lieu thereof. If the Group terminates
the contract without giving notice and/or
makes a payment in lieu of any damages to
which the Executive may be entitled, the
payment is to be calculated in accordance
with common law principles, including
those relating to mitigation of loss and
accelerated receipt. Directors are permitted
to accept non-executive appointments by
prior arrangement and provided there is no
conflict with the Group’s objectives.
Non-Executive Director remuneration
The Non-Executive Directors do not have
service contracts. They are appointed for
an initial three-year period and are now
up for re-election on an annual basis. The
Non-Executive Directors are not entitled
to participate in bonus or share-based
payment schemes and do not receive any
other benefits.
Remuneration of other employees
Remuneration of other employees is set at a
level to attract, motivate and retain talented
individuals. This may include a company
car or car allowance as appropriate.
Remuneration levels are recommended by
the Executive Directors and noted by the
Remuneration Committee. Employees are
eligible to participate in the Group bonus
scheme and the SIP scheme. The Group
makes pension contributions for eligible
employees at rates which vary depending
on seniority. In 2019 the Company improved
pension contributions for more junior staff
and also introduced a Westfield Health
policy for a large number of staff members.
Town Centre Securities PLC
Annual Report and Accounts 2025
80
CORPORATE GOVERNANCE
Salary
Benefits
Bonus (paid)
Bonus (unpaid)
0 400200 600 1000 1400800 1200 1600 1800 2000
Board remuneration including theoretical maximum bonuses
Year ended 30 June 2025 (£’000)
Note: The unpaid element of the bonus represents the difference between the maximum possible bonus award of 100% of salary and the actual amount received in the year.
Annual Report on Remuneration
Single total figure of remuneration for each Director (audited)
The following table sets out the total single figure of remuneration for each Director for the years ended 30 June 2025 and 30 June 2024.
Fixed Variable
Total
£'000
Total
Fixed
remuneration
£'000
Total
Variable
Remuneration
£'000
Salaries and
fees
£'000
Taxable
benefits
1
£'000
Pension
contributions
3
£'000
Bonuses
£'000
SIP shares
2
£'000
Executive Chairman & Chief Executive
E M Ziff
2025 705 221 – 146 2 1,074 926 148
2024 738 188 – 264 2 1,192 926 266
Executive Directors
C B A Ziff
2025 267 9 35 177 2 490 311 179
2024 258 8 34 364 2 666 300 366
C Burrow
2025 235 4 31 22 2 294 270 24
2024 228 3 28 32 2 293 259 34
S MacNeill
2025 192 2 25 42 2 263 219 44
2024 182 1 24 73 2 282 207 75
2025 1,399 236 90 387 8 2,120 1,725 395
2024 1,406 200 86 733 8 2,433 1,692 741
Non-Executive Directors
M A Ziff 2025 57 – – – – 57 57 –
2024 56 – – – 56 56 –
P Huberman 2025 62 – – – – 62 62 –
2024 60 – – – – 60 60 –
I Marcus 2025 62 – – – – 62 62 –
2024 60 – – – – 60 60 –
J Collins 2025 – – – – – – – –
2024 56 – – – – 56 56 –
2025 181 – – – – 181 181 –
2024 232 – – – – 232 232 –
2025 1,580 236 90 387 8 2,301 1,906 395
2024 1,638 200 86 733 8 2,665 1,924 741
Note:
1 Taxable benefits include cash and non-cash benefits, principally company cars or a cash alternative, permanent health and medical insurance premiums. Until 31 December
2022, Edward Ziff received reimbursement of the costs of maintaining a flat in London which was regularly used for Company meetings. From 1 January 2023, following his
move to London, the Company reimburses Edward Ziff the costs of maintaining a flat in Leeds. The value of the benefits is not pensionable.
2 No long-term incentive plan was in operation for the relevant years although Directors were awarded shares under the Company SIP.
3 Edward Ziff received no pension contribution. The Group made payments to a Defined Contribution scheme and/or cash alternative for Ben Ziff, Stewart MacNeill and Craig
Burrow (all at 13% of base salary).
Craig Burrow
280 37
29
22235
Stewart MacNeill
195192 42
Edward Ziff
Ben Ziff
267
46
177 410
722146223
705
81
02
GOVERNANCE
Notes to the single figure table –
Annual bonus targets and outcomes
for 2024
The current AGM-approved bonus scheme
allows for a maximum pay-out of 100% of
base salary.
During the year ended 30 June 2025,
all Executive Directors received a bonus
equalling 10% of base salary relating to the
performance of the Company in the year
ended 30 June 2024. The decision to award
these bonuses was deferred until after
the year-end; once the draft results of the
Company were better known.
• Exceptional bonuses were paid to Edward
Ziff, Ben Ziff and Stewart MacNeill during
the year of £75,557, £151,114 and £22,667
respectively, following receipt of the final
element of deferred consideration from
the YourParkingSpace investment sale.
Scheme interests awarded during
thefinancial year
Town Centre Securities PLC does not
currently operate a long-term incentive
plan. It does operate an All Employee Share
Incentive Plan, approved by Shareholders
in December 2003. The investment limit is
£1,800 per annum with a share matching
element equal to 100% of the investment
made subject to forfeiture should the
individual cease to be employed during the
first three years of the plan.
In May 2025 all four Executive Directors
accepted the annual invitation to participate
in this All Employee Share Incentive Plan
by each agreeing to purchase shares to
the value of £1,800, payable between June
2025 and November 2025. They will be
eligible to receive ‘matching’ shares on a
one-for-one basis. The number of shares
will be determined at the end of November
2025. For illustration, based on the share
price as at 30 June 2025, this would
equate to each Director receiving 1,328
partnership shares and 1,328 matching
shares. In November 2024 Edward Ziff, Ben
Ziff, Stewart MacNeill and Craig Burrow
received 1,363 partnership shares and 1,363
matching shares in respect of the 2024
Share Incentive Plan.
Directors’ Remuneration Report continued
The total number of partnership and matching SIP shares beneficially held at 30 June 2025
is shown below.
Executive
Holding of partnership and matching SIP Shares
(30 June 2025)
Edward Ziff 14,450
Ben Ziff 14,450
Stewart MacNeill 8,064
Craig Burrow 10,662
Directors’ shareholdings (audited)
The table below sets out the shares held by the Directors as at 30 June 2025:
Beneficial Non-beneficial
Edward Ziff 5,499,652 10,853,427
Ben Ziff 780,826 –
Stewart MacNeill 8,064 –
Craig Burrow 21,013 –
Michael Ziff 2,376,103 7,443,445
The non-beneficial interest disclosures include 3,409,982 Ordinary Shares over which
a power of attorney has been granted by AL Manning to Edward Ziff for personal estate
management reasons. Non-beneficial holdings include shares held in trust and under
powers of attorney.
Edward Ziff, Stewart MacNeill and Ben Ziff are Directors of TCS Trustees Limited, Trustee for
the shares that are required for the All Employee Share Incentive Plan. At 30 June 2025, TCS
Trustees Limited held 57,863 Ordinary Shares (2024: 84,993) on behalf of all participants,
including those share awards of Executive Directors shown above.
Performance graph and table
The following graph shows the Company’s Total Shareholder Return (‘TSR’) performance
compared to the FTSE All Share REIT Index, over the ten years ended 30 June 2025. This
index has been chosen because the Directors consider it the most appropriate comparison
and TCS is a constituent of this list. This chart illustrates the movement in value of a
hypothetical investment of £100 in TCS and the FTSE All Share REIT index.
0
20
40
60
80
100
120
140
160
180
Jun-25Jun-24Jun-23Jun-22Jun-21Jun-20Jun-19Jun-18Jun-17Jun-16Jun-15
TCS
Source: DataStream
FTSE UK REITs
Town Centre Securities PLC Annual Report and Accounts 2025
82
CORPORATE GOVERNANCE
On a 20-year basis the Company’s TSR was -0.5% versus the FTSE All Share REIT at 2.7%. On a five-year basis the Company’s TSR was 11.3%
ahead of the FTSE All Share REIT at 1.7%.
The table below sets out the total remuneration and incentive plan pay-outs for the Executive Chairman & CEO over a ten-year period.
Single total figure of
remuneration (£’000)
Annual bonus pay-out
(% of maximum)
2024/25 1,073 10%
2023/24 1,192 15%
2022/23 981 0%
2021/22 1,019 45%
2020/21 685 0%
2019/20 713 0%
2018/19 711 0%
2017/18 914 40%
2016/17 809 20%
2015/16 718 10%
Percentage change in remuneration of the Directors
The table below sets out a comparison of the percentage change in base salary, taxable benefits and bonus of the Directors versus the total
employee population over the last five years.
Salary change 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024 2024 to 2025
Edward Ziff 0.8% 7.3% 3.7% 4.5% (4.5%)
Ben Ziff 3.6% 8.0% 4.0% 3.7% 3.0%
Stewart MacNeill n/a 0.0% 3.3% 10.4% 5.3%
Craig Burrow n/a n/a n/a 4.0% 3.1%
Michael Ziff 0.8% 4.8% 7.5% 5.1% 2.7%
Ian Marcus 0.8% 4.8% 7.5% 5.0% 3.0%
Paul Huberman 0.8% 4.8% 7.5% 5.0% 3.0%
Average employee
1
6.9% 5.4% 8.6% (9.8%) 11.8%
1 Average pay for employees is calculated on a like-for-like basis for comparison purposes.
Taxable benefits change 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024 2024 to 2025
Edward Ziff (38.9%) (2.3%) 23.6% 253.5% 17.6%
Ben Ziff (92.6%) 100.0% 69.9% 10.8% 19.6%
Stewart MacNeill n/a 0.0% 7.6% 55.1% 48.4%
Craig Burrow n/a n/a n/a 196.5% 42.1%
Michael Ziff 0.0% 0.0% 0.0% 0.0% 0.0%
Ian Marcus 0.0% 0.0% 0.0% 0.0% 0.0%
Paul Huberman 0.0% 0.0% 0.0% 0.0% 0.0%
Average employee 0.0% 0.0% 0.0% 0.0% 0.0%
83
02
GOVERNANCE
Directors’ Remuneration Report continued
Percentage change in remuneration of the Directors continued
Bonus change 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024 2024 to 2025
Edward Ziff 0.0% n/a (24.9%) 20.0% (44.7%)
Ben Ziff 0.0% n/a 303.7% (17.5%) (51.3%)
Stewart MacNeill n/a n/a 37.5% 11.6% (30.2%)
Craig Burrow n/a n/a n/a 219.5% (43.0%)
Michael Ziff 0.0% 0.0% 0.0% 0.0% 0.0%
Ian Marcus 0.0% 0.0% 0.0% 0.0% 0.0%
Paul Huberman 0.0% 0.0% 0.0% 0.0% 0.0%
Average employee 0.0% n/a n/a (44.1%) (45.5%)
Relative importance of spend on pay
The table below shows how expenditure on total pay compares to other financial
outgoings.
2024
(£’000)
2025
(£’000) % change
Staff remuneration costs 7,376 7,608 3.1%
Dividends to
Shareholders 4,638 1,054 (77.3%)
External appointments
No Executive Directors have other external appointments for which they are paid.
Implementation of the remuneration policy for 2026
The following table outlines how TCS intends to implement the remuneration policy in the
year ending 30 June 2026.
Component Implementation for 2026
Base salary The Committee usually agrees base salary increases effective from
October. This year the Committee has agreed that there will be a 3%
cost-of-living increase to the Executive Directors.
Benefits Benefits provisions will be as per 2025, to include cash and non-cash
benefits, principally company cars or a cash alternative, permanent
health and medical insurance premiums. The Chairman & Chief
Executive receives reimbursement of the costs of maintaining a flat
in Leeds.
Pension Edward Ziff does not receive a contribution. The Group makes payments
to a Defined Contribution scheme for Stewart MacNeill, Ben Ziff and
Craig Burrow of 13% of base salary.
Annual bonus The Remuneration Committee is able to award two types of bonus:
An annual bonus with a maximum opportunity of up to 100% of
basesalary.
Exceptional bonuses that are no more than 10% of the profits generated
from any significant transactions that are outside of the ordinary course
of business for the Company, subject to a maximum of £3m in any
one financial year. The purpose of this is to encourage relatively small
but ultimately value-enhancing strategic and innovative technological
investments that are complementary to the existing core businesses
of TCS.
All bonuses are currently entirely at the discretion of the
RemunerationCommittee.
The Committee is currently discussing potential measures and
weightings and if adopted will only be disclosed retrospectively owing
to commercial sensitivity.
SIP Executive Directors will continue to participate in the SIP.
NED fees NED fees will increase by 3% with effect from October 2025.
Consideration by the
Directorsof matters relating
toDirectors’remuneration
The Remuneration Committee formally met
twice during the year and the following
Directors were members of the Committee
during 2025:
• Ian Marcus
• Paul Huberman
The key activities of the Committee during
the year were:
• Whilst no bonus was approved during the
year relating to the year ended 30 June
2025, a bonus of 10% of base salary was
approved after the year-end which will be
included in the results of the Company for
the year ending 30 June 2026.
• Approving the salaries for 2025
(cost-of-living increases for the
ExecutiveDirectors).
• Setting the bonus targets for 2026.
• Reviewing Service Contracts for
continued appropriateness.
• Discussing structures for any potential
future LTIP scheme.
• Reviewing the Terms of Reference.
• Reviewing changes to Corporate
Governance and the Committee’s
approach to these changes.
Statement of voting in relation to the
2024 AGM
Annual Report on
Remuneration
Votes for 98.59%
Votes against 1.41%
This report was approved by the Board on
16 October 2025 and signed on its behalf by
Ian Marcus
Chairman of the Remuneration
Committee
16 October 2025
Town Centre Securities PLC Annual Report and Accounts 2025
84
CORPORATE GOVERNANCE
Directors’ Report
The Directors present
their report for the year
ended 30 June 2025.
The Corporate Governance Statement on
pages 62 to 84 forms part of this report.
Principal activities
Company status
Town Centre Securities PLC is a public
limited liability company incorporated
under the laws of England and Wales . It
has premium listing on the London Stock
Exchange main market for listed securities
(LON: TOWN).
Results for the year and dividends
The results for the year are set out in the
Consolidated Income Statement on
page 97.
An interim dividend of 2.5p per share was
paid on 13 June 2025. The Directors now
propose the payment of a final dividend
of 2.5p per share, payable as an ordinary
dividend, for approval of the shareholders
at the forthcoming Annual General Meeting
(‘AGM’). The proposed final dividend will
be paid on 8 January 2026 to ordinary
shareholders on the register at the close
of business on 19 December 2025. The ex-
dividend date will be 18 December 2025.
Non-current assets
Details of movements in non-current assets
are set out in note 12 to the consolidated
financial statements.
Investment properties are held at fair value
and were revalued by CBRE as at 30 June
2025, on the basis of open-market value,
or were revalued by the Directors. The
key assumptions are set out in note 12 to
the consolidated financial statements. In
arriving at the valuation, each property has
been valued individually.
Financial instruments
The key risks rising from financial
instruments are considered to be trade
debtors, lease liabilities and borrowings,
which are set out in further detail on pages
123 to 125.
Share capital
The changes in the Company’s issued share
capital during the year are as set out below
in the Purchase of own shares section.
At 30 June 2025, there were 42,162,679
Ordinary Shares of 25p per share in issue
and fully paid. The Company does not hold
any Ordinary Shares in treasury.
Purchase of own shares
During the year, the Company did not
purchase any of its own shares.
At the forthcoming AGM, the Company
will be seeking to renew its authority to
purchase up to 15% of the Ordinary Shares
in issue, assuming the remaining authority is
fully utilised. Shares will only be purchased
if the Board believes it can take advantage
of stock market conditions to enhance
returns for the remaining Shareholders.
Other forms of capital utilised by the
Company
In addition to share capital, the Company
utilises a variety of other forms of debt
financing – these are set out in note 18 to
the financial statements.
Shareholder voting rights
The Company has only one type of Ordinary
Share class in issue and all shares have
equal entitlement to voting rights and
dividend distributions.
The Company has no share option schemes in
current operation and there are no unexercised
options outstanding at 30 June 2025.
Town Centre Securities confirms that there
are no restrictions concerning the transfer
of securities in the Company; no special
rights to control attached to securities; no
restrictions on voting rights; no agreements
between holders of securities regarding
their transfer known to the Company; and
no agreements to which the Company is a
party that might affect its control or trigger
any compensatory payments for Directors
following a successful takeover bid.
Political donations
The Group made no political contributions
in the financial year (2024: nil).
Taxation
The Company left the REIT regime with
effect from 1 July 2023 and all profits of the
Group are now subject to corporation tax.
Directors and Directors’ interests
The Directors of the Company and their
biographical details are shown on pages
64 to 65. None of the Directors have any
contracts of significance with the Company.
Details of the Executive Directors’ service
contracts are given in the Directors’
Remuneration Report on page 78.
Beneficial and non-beneficial interests of
the Directors in the shares of the Company
as at 30 June 2025 are disclosed in the
Directors’ Remuneration Report on page
82. Details of the interests of the Directors
in share options and awards of shares
can be found within the same report.
85
02
GOVERNANCE
In accordance with the UK Corporate
Governance Code, all Directors will retire at
the Company’s AGM on 25 November 2025
and offer themselves for re-election.
Service agreements of Executive Directors
and terms of conditions of Non-Executive
Directors are available for inspection at the
Company’s registered office.
Workforce engagement
Ian Marcus, Non-Executive Director, agreed
to be workforce champion for the Company.
Further details on workforce engagement
are included on page 37.
Emission reporting
The Group’s Greenhouse Gas Emissions
Statement is included within the Strategic
Report on page 40.
Powers of Directors
The Directors manage the business of
the Company under the powers set out
in the Company’s Articles of Association
(the ‘Articles’) and those contained within
relevant UK legislation.
Directors’ indemnity insurance
In accordance with the Company’s Articles
of Association, the Company has provided
to all the Directors an indemnity (to the
extent permitted by the Companies Act
2006) in respect of liabilities incurred as a
result of their office and the Company has
taken out an insurance policy in respect
of those liabilities. Neither the indemnity
nor insurance provide cover in the event
that the Director is proven to have acted
dishonestly or fraudulently. The Company
has appropriate Directors’ & Officers’
Liability insurance cover in respect of
potential legal actions against the Directors.
2025 Annual General Meeting
A Notice of Meeting can be found on pages
144 to 150 explaining the business to be
considered at the AGM on 25 November
2025 at Town Centre House, Leeds. This will
include renewal of the Company’s authority
to purchase, in the market, its own shares
and allot shares for cash other than on a
pre-emptive basis to existing Shareholders.
Going concern
Further detail is set out on page 56 of the
Strategic Report.
Independent auditors
Following an audit tender process, BDO
LLP will be stepping down as independent
auditor at the next AGM. A resolution to
appoint Grant Thornton UK LLP will be
proposed at the AGM.
Disclosure of information to the auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that,
so far as they are each aware, there is no relevant audit information of which the Company’s
auditors are unaware. Each Director has taken all the reasonable steps that they ought to
have taken as a Director to make themselves aware of any relevant audit information and to
establish that the Company’s auditors are made aware of that information.
Relationship agreements
In accordance with the UK Listing Rules, the Company has entered into an agreement
with the Ziff Family Concert Party which, as it controls more than 30% of the Group’s total
issued share capital, is deemed a Controlling Shareholder. The relationship agreement
was intended to ensure the Controlling Shareholder complied with the independence
provisions in Listing Rule 9.2.2A.
Under the terms of the relationship agreement, the Principal Concert Party Shareholders
(Mr E Ziff and Mr M Ziff) have agreed to procure the compliance of other individual
members of the Ziff Family Concert Party who are treated as Controlling Shareholders
with independence obligations in the relationship agreement. The Ziff Family Concert
Party, as Controlling Shareholders of the Company, have a combined aggregate holding of
approximately 56.7% of the Company’s voting rights.
The Board confirms that, since the entry into the relationship agreement and until
15October 2025, being the latest practicable date prior to the publication of this Annual
Report and Accounts:
• the Company has complied with the independence provisions included in the relationship
agreement;
• so far as the Company is aware, the independence provisions included in the relationship
agreement have been complied with by the Ziff Family Concert Party and their associates;
and
• so far as the Company is aware, the procurement obligation included in the relationship
agreement has been complied with by the Principal Concert Party Shareholders.
Substantial shareholdings
As at 15 October 2025, being the last practicable date prior to the publication of this Annual
Report and Accounts, the Company had been notified, in accordance with the UK Listing
Authority’s Disclosure Guidance and Transparency Rules, that the Shareholders in the
table below held, or were beneficially interested in, 3% or more of the voting rights in the
Company’s issued share capital.
Number of
shares
% of issued
capital
Ziff Family Concert Party 23,970,634 56.85%
New Fortress Finance Holdings Limited 4,085,380 9.69%
Post-balance sheet events
Post-balance sheet events since 30 June 2025 are detailed in note 27.
By order of the Board
Chairman & Chief Executive
16 October 2025
Directors’ Report continued
Town Centre Securities PLC
Annual Report and Accounts 2025
86
CORPORATE GOVERNANCE
Statement of Directors’ Responsibilities
The Directors are
responsible for preparing
the Annual Report, the
Directors’ Remuneration
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 prepared the Group financial
statements in accordance with UK adopted
international accounting standards and
the Parent Company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards
and applicable law). Under company law
the Directors must not approve the financial
statements unless they are satisfied that
they give a true and fair view of the state
of affairs of the Group and the Company
and of the profit or loss of the Group for
that period. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state whether applicable UK-adopted
international accounting standards have
been followed for the Group financial
statements and United Kingdom
Accounting Standards comprising
FRS 102 have been followed for the
Company financial statements, 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; and
• prepare a Directors’ report, a strategic
report and a Directors’ remuneration
report which comply with the
requirements of the Companies Act 2006.
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. The Directors are responsible
for ensuring that the Annual Report and
Accounts, taken as a whole, are fair,
balanced, and understandable and provides
the information necessary for Shareholders
to assess the Group’s performance,
business model and strategy.
Website publication
The Directors are responsible for ensuring
the Annual Report and the financial
statements are made available on a website.
Financial statements are published on the
Company’s website in accordance with
legislation in the United Kingdom governing
the preparation and dissemination of
financial statements, which may vary
from legislation in other jurisdictions. The
maintenance and integrity of the Company’s
website is the responsibility of the Directors.
The Directors’ responsibility also extends
to the ongoing integrity of the financial
statements contained therein.
Directors’ responsibilities pursuant
to DTR4
The Directors confirm to the best of their
knowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit and
loss of the Group and Company.
• The Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
This responsibility statement for the year
ended 30 June 2025 was approved by the
Board on 16 October 2025.
For and on behalf of the Board
Edward Ziff OBE DL
Chairman & Chief Executive
16 October 2025
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02
GOVERNANCE
Independent Auditor’s Report
to the members of Town Centre Securities Plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 June 2025
and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Town Centre Securities Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 30 June 2025 which comprise the consolidated income statement, the consolidated statement of comprehensive income,
the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement, the company
balance sheet, the company statement of changes in equity and notes to the financial statements, including material and significant
accounting policy information. The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been
applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is
consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Directors to audit the financial statements for the
year ended 30 June 2016 and subsequent financial periods. The period of total uninterrupted engagement including retenders and
reappointments is 10 years, covering the years ended 30 June 2016 to 30 June 2025. We remain independent of the Group and the Parent
Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.
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. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• Using our knowledge of the Group and its market sector together with the current economic environment to assess the Directors’
identification of the inherent risks to the Group’s business and how these might impact the Group’s ability to remain a going concern
for the going concern period, being the period to 31 October 2026, which is at least 12 months from when the financial statements are
authorised for issue;
• Assessing the forecast cash flows with reference to historic performance and challenged the Directors’ assumptions by comparing
them to the historic and current performance of the Group;
• Agreed the Group’s underlying borrowing facilities and the related covenants to supporting financing agreements;
• Obtaining covenant calculations and forecast calculations to test for any potential future breaches. We also considered the covenant
compliance headroom for sensitivity to both future changes in property valuations and group’s financial performance. We considered
the Director’s mitigating actions in the event of the occurrence of the downside scenarios in light of supporting evidence and ensured
that they were realistic within the required timescales;
• As at 30 June 2025, the Group had drawn down £13.8m out of a total of £39m across its three revolving credit facilities (“RCFs”). We
challenged the Directors’ as to their intentions for the RCFs which were all maturing during the going concern period. We obtained
evidence to corroborate the post year end extension of one of the Group’s RCFs to June 2027 and another to December 2026.
• Considering the ability of the group to repay the remaining RCF of £0.5m during the going concern period and note that should the
group be unable to negotiate a new 3 year facility, the group has headroom of at least £15m within its RCFs which could be used to
repay the facility if required during the going concern period;
• Considering board minutes, and evidence obtained through the audit and challenged the Directors on the identification of any
contradictory information in the forecasts and impacting the going concern assessment; and
• Analysing the sensitivities applied by the Directors’ stress testing calculations and challenging the assumptions made using our
knowledge of the business and of the current economic climate, to assess the reasonableness of the downside scenarios selected.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
88
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
KEY AUDIT MATTERS
2025 2024
Valuation of property interests
✔ ✔
Change in tax regime status and accounting for
deferred tax
✔
In the previous year, the group transitioned out of the Real Estate Investment Trust (REIT) status,
which necessitated the first-time implementation of accounting for deferred tax. This change was
considered a key audit matter in 2024 due to the inherent complexities and risks associated with
the initial application of deferred tax accounting.
MATERIALITY Group financial statements as a whole
£2.7m (2024: £2.9m) based on 1% (2024: 1.1%) of Group total assets (2024: Group non-current assets)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and
the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial
statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the
areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
The Group, through its subsidiaries and joint venture, operates in the United Kingdom in four segments, namely property rental, hotel
operations, car parking operations and car parking enforcement.
When determining components, we considered the commonalities across the entities involved and grouped entities based on the nature of
their business. Additionally, we considered the commonality of IT systems and the finance team across the entities. This approach allowed
us to apply our audit strategy to address similar operational characteristics and group risks of material misstatement at each component.
As part of performing our Group audit, we have determined the components in scope as follows:
• Property rental;
• Car parking operations;
• Hotel operations; and
• Car parking enforcement.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate
evidence. These further audit procedures included:
• Procedures on the entire financial information of the component, including performing substantive procedures.
• Procedures on one or more classes of transaction, account balances or disclosures.
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03
FINANCIAL STATEMENTS
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included the following.
Component Component Name Entity Group Audit Scope
1 Property rental Town Centre Securities Plc
TCS Holdings Limited
TCS Freehold Investments limited
TCS Leasehold Investments Limited
Buckley Properties (Leeds) Limited
BLG (Burlington House) Limited
Merrion House LLP
TCS Property Management Limited
Statutory audit and procedures on the entire financial
information of the component.
2 Car Park Operations Town Centre Car Parks Ltd
TCCP (Clarence Dock) Limited
Statutory audit and procedures on the entire financial
information of the component.
3 Hotel Operations TCS (Merrion Hotel) Limited Procedures on one or more classes of transactions,
account balances and disclosures.
4 Car Park Enforcement
Operations
Devere Parking Services Limited
KBT Cornwall Limited
Bay Sentry Solutions Limited
Procedures on one or more classes of transactions,
account balances and disclosures.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting, commonality of controls and similarity of the group’s
activities and business lines in relation to investment property and freehold and leasehold properties. We therefore designed and performed
procedures centrally in these areas.
The Group operates a centralised IT function that supports IT processes for certain components. This IT function is subject to specified risk-
focused audit procedures, predominantly the testing of the relevant IT general controls and IT application controls.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects
this particular sector; and
• Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performed a risk
assessment as to how the impact of the Group’s commitment as set out in pages 42 to 49 may affect the financial statements and
our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in management’s going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as ‘Other Information’ on pages 42 to 49 with the financial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters that were materially affected by climate-
related risks and related commitments.
Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
90
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
property interests
Refer to accounting
policies on the
Group property
interests in note 1
(pages 103 to 104).
See notes 12 and 13
for details of Group
property interests.
The valuation of the Group’s property
interests (see note 12) is the key driver
of the Group’s net asset value and
underpins the results for the year.
These interests consist of investment and
development properties totalling £183.1m
(2024: £181.0m), a freehold hotel totalling
£10.2m (2024: £9.9m) and freehold car
park fixed assets totalling £24.5m (2024:
£26.6m) and an interest in a joint venture
being the Group’s share of the fair value
of investment property within this joint
venture totalling £27.5m (2024: £27.5m).
All interests in property as listed
above are subject to valuation by an
independent valuer, with the exception
of two (2024: one) property totalling
£2,301,000 (2024: £51,000) which are
subject to valuations by the Property
Director.
The valuation of the Group’s property
interests, including those held in the joint
venture, depends on the individual nature
of each property, including its location,
and the rental income it generates. The
assumptions on which the valuations
are based are further influenced by
the quality of tenants, prevailing
market yields and comparable market
transactions.
Assets held as development properties
are valued using either a comparable
sales approach or a residual valuation
approach.
The hotel property and freehold car park
properties are classified as property,
plant and equipment and carried at fair
value are valued using a discounted cash
flow model.
All of these valuation methods involve
significant judgment and estimation
to be applied by management and the
external valuation experts, increasing the
inherent risk in this area.
We consider this to be a significant risk
area as small percentage changes in
each key assumption could materially
affect the carrying value of these assets
concerned and hence we consider this
to be a key audit matter.
Experience of valuers and relevance of their work.
We obtained the valuation report prepared by the independent
valuer and with the assistance of our real estate experts discussed
the basis of the valuations with them, read the valuation report and
confirmed that all valuations had been prepared in accordance
with applicable valuation guidelines and the requirements of the
applicable accounting standards and were therefore appropriate for
determining the carrying value in the Group’s financial statements.
We assessed the independent external valuation expert’s objectivity,
independence and qualifications to undertake the valuations.
Data provided to the valuer
We validated, on a sample basis, the underlying data provided to
the valuer by the Directors. This data included internal tenancy
schedules, capital expenditure details and lease terms, which were
agreed back to appropriate supporting documents.
Assumptions and estimates used by the valuers.
We met with the independent external valuation expert in which
we confirmed directly with the expert that the valuation had
been performed on the basis consistent with practices approved
by the Royal Institute of Chartered Surveyors (“RICS”) and the
requirements of the accounting standards.
With assistance of our real estate RICS qualified valuation experts,
we developed yield expectations on each property using available
independent industry data, reports and comparable transactions
in the market around the period end. Our real estate experts also
attended the audit meetings with the Group’s valuer to assist us in
assessing that explanations provided were appropriate and in line
with market knowledge.
We compared the key valuation assumptions against our
independently formed market expectations. Where the valuation
was outside of our expected range we challenged the independent
valuer on specific assumptions and reasoning for the yields applied
and corroborated their explanations where relevant, including
agreeing to third party documentation.
For development properties, we obtained the development
appraisals and challenged the inputs to the valuations by
corroborating the inputs to supporting documentation;
For freehold car parks valued on an income-based method, we
assessed the level of income provided to the valuers through
comparison to historic actual income generated and challenged the
external experts on the discount rate applied within the calculation
using knowledge from the market, our internal experts and
independent external experts; and
Similarly, for the hotel property interest we assessed the level
of income included within the valuation calculations through
comparison to historic actuals and challenged the independent
external valuers on assumptions made regarding the discount rate
applied in the calculation.
Related disclosures in the financial statements
We reviewed the appropriateness of the Group’s disclosures within
the financial statements in relation to the valuation methodology,
key valuation assumptions and valuation sensitivity analysis.
Key observations:
Based on our work, we consider that the assumptions adopted
by the Directors in the valuation of investment property were
reasonable and the methodology applied was appropriate.
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FINANCIAL STATEMENTS
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as
follows:
Group financial statements Parent company financial statements
2025
£m
2024
£m
2025
£m
2024
£m
Materiality 2.7 2.9 0.85 1.0
Basis for determining
materiality
1% of Total assets 1.1% of Non-current assets 1% of Total assets,
excluding investments
in and receivables from
subsidiaries
1% of Non-current assets,
excluding investments in
subsidiaries
Rationale for the
benchmark applied
Total assets are
considered to be the
principal considerations
for the users of the
financial statements in
assessing the financial
performance of the
Group.
We considered total
assets the most
appropriate basis to
compute materiality in
the current year as this
is a widely accepted
benchmark in the UK
property industry.
Non-current assets are
considered to be the
principal considerations
for the users of the
financial statements in
assessing the financial
performance of the
Group.
Total assets are
considered to be the
principal considerations
for the users of the
financial statements in
assessing the financial
performance of the
parent company.
Investment in and loans
from subsidiaries have
been excluded as the key
driver of the Company
is deemed to be its
investment property.
We considered total
assets the most
appropriate basis to
compute materiality in
the current year as this
is a widely accepted
benchmark in the UK
property industry.
Non-current assets are
considered to be the
principal considerations
for the users of the
financial statements in
assessing the financial
performance of the
parent company.
Investment in subsidiaries
have been excluded
as the key driver of the
Company is deemed
to be its investment
property.
Performance materiality 1.9 2.0 0.6 0.7
Basis for determining
performance materiality
70% of materiality 70% of materiality 70% of materiality 70% of materiality
Rationale for the
percentage applied for
performance materiality
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
FINANCIAL STATEMENTS
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Annual Report and Accounts 2025
92
Specific materiality
We also determined that for other account balances, a misstatement of less than materiality for the financial statements as a whole, could
influence the economic decisions of users. We concluded that for balances excluding non-current assets, property revaluation movements
including impairment charges, gains or losses on disposal of properties and changes in the fair value of financial instruments, a user of
the financial statements may be influenced by amounts lower than financial statement materiality based on total assets. As a result, we
determined specific materiality for these items to be £220,000 (2024: £220,000). This is based on 8% of profit before tax adjusted for fair
value movements (2024:5.8% of profit before tax adjusted for fair value movements).
We further applied a performance materiality level of 70% (2024: 70%) of specific materiality to ensure that the risk of errors exceeding
specific materiality was appropriately mitigated.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent
Company whose materiality and performance materiality are set out above, on the same basis as Group performance materiality set out
above. Component performance materiality ranged from £77,000 to £1,300,000 (2024: £96,000 to £2,333,000).
Specific component performance materiality for each component, was calculated on the same basis as outlined above. Specific
component performance materiality ranged from £10,000 to £215,000 (2024: £2,000 to £215,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £135,000 (2024: £145,000)
and for those items impacting on profit before tax adjusted for fair value movements £11,000 (2024: £11,000). We also agreed to report
differences below these thresholds that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the document entitled
Annual Report and Accounts other than the financial statements and our auditor’s report 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. Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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FINANCIAL STATEMENTS
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
GOING CONCERN AND
LONGER-TERM VIABILITY
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 56;
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 57; and
• The Directors’ statement on whether they have a reasonable expectation that the group will be able to
continue in operation and meet its liabilities set out on page 57.
OTHER CODE PROVISIONS • Directors’ statement on fair, balanced and understandable set out on page 71;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 71;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 71; and
• The section describing the work of the audit committee set out on page 74.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
STRATEGIC REPORT AND
DIRECTORS’ REPORT
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
DIRECTORS’ REMUNERATION In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
MATTERS ON WHICH WE
ARE REQUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to be
audited 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, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to doso.
Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
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Annual Report and Accounts 2025
94
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance, which included the Audit Committee; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the applicable accounting framework, UK Company law, UK tax legislation and the
UK Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount
or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations
to be UK VAT regulations.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
• Review of correspondence, if any, with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation; and
• Involvement of tax specialists in the audit.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance, which included the Audit Committee regarding any known or
suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
95
03
FINANCIAL STATEMENTS
Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of the Group’s property interests,
management bias and override of controls and the potential manipulation of revenue through the posting of journal entries.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
• Involvement of forensic specialists in the audit to assess the susceptibility of the financial statements to material fraud;
• Assessing significant estimates made by management for bias as described in the key audit matters section of the opinion; and
• Testing of consolidation journals including a sample of manual adjustments at the consolidation level to supporting documents.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
For and on behalf of BDO LLP , Statutory Auditor
London, UK
16 October 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
96
Consolidated Income Statement
for the year ended 30 June 2025
| 2024 | |||
| 2025 | Restated | ||
| Notes | £’000 | £’000 | |
Gross revenue (excluding service charge income) | 3 | ||
Service charge income | 3 | ||
Gross revenue | 3 | ||
Service charge expenses | 3 | ( | ( |
Property expenses | 3 | ( | ( |
Net revenue | |||
Administrative expenses | 4 | ( | ( |
Other income | 7 | ||
Valuation movement on investment properties | 12 | ( | ( |
Impairment of car parking assets | 12 | ( | ( |
Impairment of goodwill | 13 | ( | ( |
Loss on disposal of investments | ( | ( | |
Valuation movement on investments | 15 | ||
Profit on disposal of investment properties | |||
Profit on disposal of freehold and leasehold properties | 12(B) | ||
Share of post-tax profits/(losses) from joint ventures | 14 | ( | |
Operating profit/(loss) | ( | ||
Finance costs | 8 | ( | ( |
Finance income | 8 | ||
Loss before taxation | ( | ( | |
Taxation | 9 | ( | |
Loss for the year attributable to owners of the Parent | ( | ( | |
| Earnings per share | |||
Basic and diluted | 11 | ( | ( |
EPRA (non-GAAP measure) | 11 | ||
| Dividends per share | |||
Paid during the year | 10 | ||
Proposed | 10 |
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2025
| 2024 | |||
| 2025 | Restated | ||
| Notes | £’000 | £’000 | |
Loss for the year | ( | ( | |
| Items that will not be subsequently reclassified to profit or loss | |||
Revaluation (losses)/gains on car parking assets | 12 | ( | |
Revaluation gains on hotel assets | 12 | ||
Revaluation losses on other investments | 15 | ( | ( |
Deferred tax on freehold car park valuation losses/(gains) | ( | ||
Total other comprehensive (loss)/income | ( | ||
Total comprehensive loss for the year | ( | ( |
All profit and total comprehensive income for the year is attributable to owners of the Parent. The notes on pages 101 to 133 are an integral
part of these Consolidated Financial Statements.
97
03
FINANCIAL STATEMENTS
Consolidated Balance Sheet
as at 30 June 2025
| 2024 | 2023 | |||
| 2025 | Restated | Restated | ||
| Notes | £’000 | £’000 | £’000 | |
| Non-current assets | ||||
| Property rental | ||||
Investment properties | 12 | |||
Investments in joint ventures | 14 | |||
| Car park activities | ||||
Freehold and leasehold properties | 12 | |||
Goodwill and intangible assets | 13 | |||
| Hotel operations | ||||
Freehold properties | 12 | |||
Fixtures, equipment and motor vehicles | 12 | |||
Investments | 15 | |||
Deferred tax assets | 19 | |||
Total non-current assets | ||||
| Current assets | ||||
Trade and other receivables | 16 | |||
Cash and cash equivalents | ||||
Investments | 15 | |||
Total current assets | ||||
Total assets | ||||
| Current liabilities | ||||
Trade and other payables | 17 | ( | ( | ( |
Bank overdrafts | ( | ( | ( | |
Borrowings and lease liabilities | 18 | ( | ( | ( |
Total current liabilities | ( | ( | ( | |
| Non-current liabilities | ||||
Borrowings and lease liabilities | 18 | ( | ( | ( |
Total non-current liabilities | ( | ( | ( | |
Total liabilities | ( | ( | ( | |
Net assets | ||||
| Equity attributable to the owners of the Parent | ||||
Called up share capital | 24 | |||
Share premium account | ||||
Capital redemption reserve | ||||
Revaluation reserve | ||||
Retained earnings | ||||
Total equity | ||||
Net asset value per share | 22 |
Company number: 00623364
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
98
| Share | Capital | |||||
| Called-up | premium | redemption | Revaluation | Retained | Total | |
| share capital | account | reserve | reserve | earnings | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 30 June 2023 | ||||||
| Comprehensive income for the year | ||||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ( | |||||
Total comprehensive gain/(loss) for the year | ( | ( | ||||
| Contributions by and distributions to owners | ||||||
Arising on purchase and cancellation of own shares | ( | ( | ( | |||
Final dividend relating to the year ended 30 June 2023 | ( | ( | ||||
Interim dividend relating to the year ended 30 June 2024 | ( | ( | ||||
Balance at 30 June 2024 | ||||||
| Comprehensive income for the year | ||||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ( | ( | ||||
Total comprehensive gain/(loss) for the year | ( | ( | ||||
| Contributions by and distributions to owners | ||||||
Interim dividend relating to the year ended 30 June 2025 | ( | ( | ||||
Balance at |
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025
99
03
FINANCIAL STATEMENTS
Consolidated Cash Flow Statement
for the year ended 30 June 2025
2025 | 2024 | ||||
| Notes | £’000 | £’000 | £’000 | £’000 | |
| Cash flows from operating activities | |||||
Cash generated from operations | 25 | ||||
Interest received | 8 | ||||
Interest paid | 8 | ( | ( | ||
Corporation tax paid | 9 | ( | |||
Net cash generated from operating activities | |||||
| Cash flows from investing activities | |||||
Purchase and construction of investment properties | 12 | ( | |||
Refurbishment of investment, freehold and leasehold properties | 12 | ( | ( | ||
Purchases of fixtures, equipment and motor vehicles | 12(D) | ( | ( | ||
Proceeds from sale of investment properties | |||||
Proceeds from sale of investments | 15 | ||||
Proceeds from sale of fixtures, equipment and motor vehicles | 12(D) | ||||
Distributions received from joint ventures | 14 | ||||
Purchase of investments | ( | ||||
Purchase of subsidiary, net of cash acquired | 13 | ( | |||
Net cash (used in)/generated from investing activities | ( | ||||
| Cash flows from financing activities | |||||
Proceeds from non-current borrowings | 17 | ||||
Repayment of non-current borrowings | 17 | ( | ( | ||
Arrangement fees paid | 17 | ( | ( | ||
Principal element of lease payments | 17 | ( | ( | ||
Dividends paid to Shareholders | 10 | ( | ( | ||
Purchase of own shares | ( | ||||
Net cash used in financing activities | ( | ( | |||
Net decrease in cash and cash equivalents | ( | ( | |||
Cash and cash equivalents at beginning of the year | |||||
Cash and cash equivalents at end of the year | ( | ||||
Cash and cash equivalents at the year end are comprised of the following: | |||||
Cash balances | |||||
Overdrawn balances | ( | ( | |||
( |
The Consolidated Cash Flow Statement should be read in conjunction with note 25.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
100
Notes to the Consolidated Financial Statements
1. Accounting policies
101
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
102
103
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
104
105
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
106
107
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
108
109
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
2. Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal
the related actual results. The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
value amounts of assets and liabilities within the next financial year are as follows:
i. The Group’s property investments – the basis for valuation is set out in note 12.
ii. Impairments have been applied to the Group’s right-of-use car park assets and goodwill as set out in notes 12 and 13 – these have
been based on an assessment of the Group’s weighted average cost of capital and suitable discount rates.
iii. Taxation – Significant judgement is required in determining the provision for income tax and the calculation of any deferred tax
balances. The Group recognises liabilities for anticipated tax based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts initially recorded, such differences impact the income tax
and deferred tax provisions in the period in which such determination is made. Some subsidiaries have generated or generate
tax losses. Often these can be used to offset taxable gains of subsequent periods. The Group monitors the development of such
tax loss situations. Based on the business plans of the Group, the recoverability of such tax losses is determined. In the case that
a tax loss is deemed to be recoverable, the recognition of a deferred tax asset for such a tax loss is then decided. This judgement
resulted in the recognition of a net deferred tax asset with a book value at 30 June 2025 of £939,000 (30 June 2024: £3,083,000),
which comprises of deferred tax assets of £8,091,000 and deferred tax liabilities of £7,152,000.
3. Segmental information
The chief operating decision-maker has been identified as the Board. The Board reviews the Group’s internal reporting in order to assess
performance and allocate resources. Management has determined the Group’s operating segments based on these reports.
(A) Segmental assets
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
Property rental | 211,688 | 215,062 |
Car park activities | 56,284 | 62,239 |
Hotel operations | 10,200 | 9,900 |
Investments | 3,259 | 7,142 |
281,431 | 294,343 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
110
2025 | 2024 – Restated | |||||||||
| Property | Car park | Hotel | Property | Car park | Hotel | |||||
| rental | activities | operations | Investments | Total | rental | activities | operations | Investments | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Gross revenue (excl | ||||||||||
service charge income) | 12,442 | 13,978 | 3,337 | – | 29,757 | 12,314 | 13,361 | 3,308 | – | 28,983 |
Service charge income | 2,935 | – | – | – | 2,935 | 2,985 | – | – | – | 2,985 |
Gross revenue | 15,377 | 13,978 | 3,337 | – | 32,692 | 15,299 | 13,361 | 3,308 | – | 31,968 |
Service charge expenses | (4,310) | – | – | – | (4,310) | (3,982) | – | – | – | (3,982) |
Property expenses | (2,290) | (8,444) | (2,782) | – | (13,516) | (1,431) | (7,521) | (2,670) | – | (11,622) |
Net revenue | 8,777 | 5,534 | 555 | – | 14,866 | 9,886 | 5,840 | 638 | – | 16,364 |
Administrative expenses | (5,711) | (1,801) | – | – | (7,512) | (5,571) | (1,722) | – | – | (7,293) |
Other income | 1,864 | 30 | – | 43 | 1,937 | 924 | – | – | 41 | 965 |
| Share of post-tax profits | ||||||||||
from joint ventures | 1,057 | – | – | – | 1,057 | 1,025 | – | – | – | 1,025 |
Operating profit before valuation movements | 5,987 | 3,763 | 555 | 43 | 10,348 | 6,264 | 4,118 | 638 | 41 | 11,061 |
Valuation movement on investment properties | (2,214) | – | – | – | (2,214) | (7,625) | – | – | – | (7,625) |
| Impairment of car parking | ||||||||||
assets | – | (2,697) | – | – | (2,697) | – | (3,878) | – | – | (3,878) |
Impairment of goodwill | – | (772) | – | – | (772) | – | (577) | – | – | (577) |
Loss on disposal of investments | – | – | – | (87) | (87) | – | – | – | (191) | (191) |
Valuation movement on investments | – | – | – | – | – | – | – | – | 408 | 408 |
Profit on disposal of investment properties | – | – | – | – | – | 27 | – | – | – | 27 |
Profit on disposal of freehold and leasehold | ||||||||||
properties | – | 1,762 | – | – | 1,762 | – | – | – | – | – |
Valuation movement on joint venture properties | – | – | – | – | – | (3,200) | – | – | – | (3,200) |
Operating (loss)/profit | 3,773 | 2,056 | 555 | (44) | 6,340 | (4,534) | (337) | 638 | 258 | (3,975) |
Finance costs | (7,423) | (7,348) | ||||||||
Finance income | 18 | 166 | ||||||||
Loss before taxation | (1,065) | (11,157) | ||||||||
Taxation | (2,381) | 3,319 | ||||||||
Loss for the year | (3,446) | (7,838) |
111
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Employee benefits | 4,427 | 4,457 |
Depreciation | 172 | 168 |
Charitable donations | 86 | 77 |
Other | 2,827 | 2,591 |
7,512 | 7,293 |
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Audit services: | |||
• | Fees payable to the Group auditors for the audit of the Consolidated and | ||
Company Financial Statements | 295 | 246 | |
• | Audit of the Company’s subsidiaries pursuant to legislation | 10 | 10 |
• | Other audit-related services | – | 40 |
Total audit services | 305 | 296 | |
| Non-audit services: | |||
• | Other non-audit services | 5 | – |
Total non-audit services | 5 | – | |
Total remuneration of the Company’s auditors | 310 | 296 |
6. Employee benefits
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries (including Directors’ emoluments) | 6,593 | 6,417 |
Social security costs | 743 | 705 |
Other pension costs | 271 | 254 |
7,608 | 7,376 |
Disclosures required by the Companies Act 2006 on Directors’ remuneration, including salaries, share options, pension contributions and
pension entitlement are included on pages 78 to 84 in the Directors’ Remuneration Report and form part of these Consolidated Financial
Statements.
The average monthly number of staff employed, including Directors, during the year was 15 5 (2024: 150).
The Group operates pension arrangements for the benefit of all eligible Directors and employees, which are defined contribution
arrangements. The assets of the arrangements are held separately from those of the Group in independently administered funds.
All of the pension costs in the table above relate to defined contribution schemes.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
112
| 2025 | 2024 | |
| £’000 | £’000 | |
Commission received | 196 | 169 |
Dividends received | 43 | 41 |
Service charge management fees | 280 | 258 |
Development management fees | 227 | 158 |
Dilapidations receipts and income relating to surrender premiums | 1,019 | 267 |
Profit on sale of fixed assets | 55 | – |
Other | 172 | 72 |
1,937 | 965 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Interest payable on debenture loan stock | 4,430 | 4,430 |
Interest payable on bank borrowings | 1,756 | 1,570 |
Amortisation of arrangement fees | 274 | 286 |
Interest expense on lease liabilities | 963 | 1,062 |
Total finance costs | 7,423 | 7,348 |
Interest receivable on loans to joint ventures | (5) | (159) |
Other interest receivable | (12) | (7) |
Total finance income | (18) | (166) |
Net finance costs | 7,405 | 7,182 |
9. Taxation
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
| Current | ||
Current year | – | – |
Adjustments in respect of prior years | 59 | – |
59 | – | |
| Deferred tax | ||
Recognition of previously unrecognised trading losses | – | (2,888) |
Utilisation of trading losses | 967 | 1,203 |
Origination and reversal of timing differences | 1,355 | (1,634) |
Adjustments in respect of prior periods | – | – |
2,322 | (3,319) | |
2,381 | (3,319) |
113
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
9. Taxation continued
Taxation for the year is higher (2024: higher) than the standard rate of corporation tax in the United Kingdom of 25% (2024: 25%). The
differences are explained below:
| 2024 | |||
| 2025 | Restated | ||
| £’000 | £’000 | ||
Loss before taxation | (1,065) | (11,157) | |
| Loss on ordinary activities multiplied by rate of corporation tax in the United Kingdom of 25% | |||
(2024: 25%) | (266) | (2,789) | |
| Effects of: | |||
• | Valuation movements on which deferred tax is not recognised | 2,344 | 2,110 |
• | Recognition of carried forward trading losses | – | (2,888) |
• | Expenses not deductible for tax purposes | 244 | 248 |
• | Adjustments in respect of prior years | 59 | |
Total taxation charge/(credit) | 2,381 | (3,319) |
The Company left the REIT regime with effect from 1 July 2023. The results of the Company and the Group have subsequently been subject
to corporation tax.
10. Dividends
| 2025 | 2024 | |
| £’000 | £’000 | |
2023 final paid: 2.5p per share | – | 1,054 |
2024 interim paid: 8.5p per share | – | 3,584 |
2025 interim paid: 2.5p per share | 1,054 | – |
1,054 | 4,638 |
An interim dividend in respect of the year ended 30 June 2025 of 2.5p per Ordinary Share was paid to Shareholders on 13 June 2025.
A final dividend in respect of the year ended 30 June 2025 of 2.5p per Ordinary Share is proposed. This dividend, based on the shares
in issue at 15 October 2025, amounts to £1,054m which has not been reflected in these accounts and will be paid on 8 January 2026 to
shareholders on the register on 19 December 2025.
11. Earnings per share
The calculation of basic earnings per share has been based on the loss for the year, divided by the weighted average number of Ordinary
Shares in issue. The weighted average number of shares in issue during the year was 42,162,679 (2024: 44,862,101).
2025 | 2024 – Restated | |||
| Earnings | Earnings | |||
| Earnings | per share | Earnings | per share | |
| £’000 | p | £’000 | p | |
Loss for the year and earnings per share | (3,446) | (8.2) | (7,838) | (17.5) |
Valuation movement on investment properties | 2,214 | 5.3 | 7,625 | 17.0 |
Deferred tax on valuation movements | 1,216 | 2.9 | (903) | (2.0) |
Impairment of car parking assets | 2,697 | 6.4 | 3,878 | 8.7 |
Impairment of goodwill | 772 | 1.8 | 577 | 1.3 |
Valuation movement on properties held in joint ventures | – | – | 3,200 | 7.1 |
Profit on disposal of investment properties | – | – | (27) | (0.1) |
Profit on disposal of freehold and leasehold properties | (1,762) | (4.2) | – | – |
Loss on disposal of investments | 87 | 0.2 | 191 | 0.4 |
Valuation movement on investments | – | – | (408) | (0.9) |
EPRA earnings and EPRA earnings per share | 1,778 | 4.2 | 6,295 | 14.0 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
114
EPRA earnings for the year ended 30 June 2024 included a tax credit £2,888,000 relating to the initial recognition of a deferred tax asset
for historical trading losses.
There is no difference between basic and diluted earnings per share.
There is no difference between basic and diluted EPRA earnings per share.
| Freehold | Right-of-use asset | Development | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Valuation at 30 June 2023 | 160,700 | 2,250 | 20,851 | 183,801 |
Additions at cost | – | 2,860 | – | 2,860 |
Other capital expenditure | 1,716 | – | 765 | 2,481 |
Disposals | (160) | – | – | (160) |
Movement in tenant lease incentives | (380) | – | – | (380) |
Valuation movement | (10,466) | 6 | 2,835 | (7,625) |
Valuation at 30 June 2024 | 151,410 | 5,116 | 24,451 | 180,977 |
Other capital expenditure | 2,405 | 17 | 1,760 | 4,182 |
Movement in tenant lease incentives | 147 | – | – | 147 |
Valuation movement | 1,528 | (87) | (3,655) | (2,214) |
Valuation at 30 June 2025 | 155,490 | 5,046 | 22,556 | 183,092 |
| Right-of-use asset | Total | ||
| Freehold | Restated | Restated | |
| £’000 | £’000 | £’000 | |
Valuation at 30 June 2023 | 25,110 | 36,724 | 61,834 |
IFRS 16 adjustment | – | (95) | (95) |
Depreciation | (272) | (1,397) | (1,669) |
Valuation movement recognised in Other Comprehensive Income | 994 | – | 994 |
Other movements – lease reassessments | – | 817 | 817 |
Reversal of impairment/(impairment) | 768 | (4,646) | (3,878) |
Valuation at 30 June 2024 | 26,600 | 31,403 | 58,003 |
Disposals | – | (2,098) | (2,098) |
IFRS 16 adjustment | – | (95) | (95) |
Depreciation | (287) | (1,164) | (1,451) |
Valuation movement recognised in Other Comprehensive Income | (656) | – | (656) |
Other movements – lease reassessments | – | 1,464 | 1,464 |
Impairment | (1,107) | (1,590) | (2,697) |
Valuation at 30 June 2025 | 24,550 | 27,920 | 52,470 |
115
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
12. Non-current assets continued
| Freehold | |
| £’000 | |
Valuation at 30 June 2024 | 9,900 |
Depreciation | (242) |
Valuation movement | 542 |
Valuation at 30 June 2025 | 10,200 |
| Passing rent | ERV | Value | Initial yield | Reversionary yield | |
| £’000 | £’000 | £’000 | % | % | |
Retail and Leisure | 393 | 1,544 | 15,890 | 2.3% | 9.2% |
Merrion Centre (excluding offices) | 4,029 | 4,662 | 48,079 | 7.9% | 9.2% |
Offices | 3,097 | 4,800 | 46,196 | 6.3% | 9.8% |
Hotels | 913 | 913 | 10,200 | 8.5% | 8.5% |
Out-of-town retail | 1,050 | 1,341 | 13,075 | 7.6% | 9.7% |
Residential | 1,688 | 1,852 | 34,500 | 4.6% | 5.1% |
11,170 | 15,113 | 167,940 | 6.3% | 8.5% | |
Development properties | 22,556 | ||||
Car parks | 34,377 | ||||
IFRS 16 – Right-of-use assets held within car park activities | 19,573 | ||||
IFRS 16 – Right-of-use assets held within investment properties | 1,316 | ||||
| 245,762 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
116
| Passing rent | ERV | Value | Initial yield | Reversionary yield | |
| £’000 | £’000 | £’000 | % | % | |
Retail and Leisure | 1,178 | 1,282 | 13,810 | 8.1% | 8.8% |
Merrion Centre (excluding offices) | 4,514 | 4,815 | 50,254 | 8.5% | 9.1% |
Offices | 2,688 | 4,845 | 45,376 | 5.6% | 10.1% |
Hotels | 875 | 875 | 9,900 | 8.4% | 8.4% |
Out-of-town retail | 1,041 | 1,070 | 12,500 | 7.9% | 8.1% |
Residential | 1,319 | 2,108 | 31,720 | 3.9% | 6.3% |
11,615 | 14,995 | 163,560 | 6.7% | 8.7% | |
Development properties | 24,451 | ||||
Car parks | 38,017 | ||||
IFRS 16 – Right-of-use assets held within car park activities | 21,536 | ||||
IFRS 16 – Right-of-use assets held within investment properties | 1,316 | ||||
| 248,880 |
| Growth rate | |||
0% | 1% | 2% | |
11% | 26.5 | 30.7 | 36.0 |
12% | 24.6 | 27.9 | 32.4 |
13% | 23.0 | 25.9 | 29.3 |
117
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
12. Non-current assets continued
| Car park activities | ||||
| – freehold | ||||
| Investment | and leasehold | Hotel operations – | ||
| properties | properties | freehold properties | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Externally valued by CBRE | 179,475 | 24,550 | 10,200 | 214,225 |
Investment properties valued by the Directors | 2,301 | – | – | 2,301 |
Properties held at valuation | 181,776 | 24,550 | 10,200 | 216,526 |
IFRS 16 right-of-use assets held at depreciated cost | 1,316 | 27,920 | – | 29,236 |
183,092 | 52,470 | 10,200 | 245,762 |
| Cost | Depreciation | |
| £’000 | £’000 | |
At 1 July 2023 | 5,570 | 4,301 |
Additions | 525 | – |
Depreciation | – | 348 |
At 30 June 2024 | 6,095 | 4,649 |
Net book value at 30 June 2024 | 1,446 | |
At | 6,095 | 4,649 |
Additions | 645 | – |
Disposals | (135) | (59) |
Depreciation | – | 402 |
At 30 June 2025 | 6,605 | 4,992 |
Net book value at 30 June 2025 | 1,613 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Goodwill | ||
At the start of the year | 2,868 | 3,445 |
Impairment | (772) | (577) |
At the end of the year | 2,096 | 2,868 |
| Intangible assets | ||
At the start of the year | 24 | 229 |
Additions | 496 | – |
Amortisation | (186) | (205) |
At the end of the year | 334 | 24 |
Total goodwill and intangible assets | 2,430 | 2,892 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
118
| Growth rate | |||
0% | 1% | 2% | |
11% | 1.9 | 2.1 | 2.1 |
12% | 1.6 | 2.1 | 2.1 |
13% | 1.4 | 1.8 | 2.1 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At the start of the year | 4,752 | 7,123 |
Valuation movement on investment properties | – | (3,200) |
Share of post-tax profits from joint ventures before valuation movements | 1,057 | 1,025 |
Distributions | (173) | (196) |
At the end of the year | 5,636 | 4,752 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Non-current assets | 55,050 | 55,050 |
Cash and cash equivalents | 274 | 602 |
Receivables and prepayments | 1,028 | – |
Trade and other payables | (1,217) | (594) |
Current financial liabilities | (1,839) | (1,777) |
Non-current financial liabilities | (42,024) | (43,776) |
Net assets | 11,272 | 9,505 |
119
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
14. Investments in joint ventures continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Revenue | 3,674 | 3,674 |
Expenses | (10) | (13) |
Finance costs | (1,551) | (1,611) |
Valuation movement on investment properties | – | (6,400) |
Net loss | 2,113 | (4,350) |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Current assets | ||
Loan notes – deferred consideration | – | 3,177 |
– | 3,177 | |
| Non-current assets | ||
Listed investments | 2,599 | 3,305 |
Non-listed investments | 660 | 660 |
3,259 | 3,965 | |
Total assets | 3,259 | 7,142 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At start of the year | 3,305 | 4,068 |
Decrease in value of investments | (706) | (763) |
At the end of the year | 2,599 | 3,305 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At the start of the year | 660 | 410 |
Additions | – | 250 |
At the end of the year | 660 | 660 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
120
| 2025 | 2024 | |
| £’000 | £’000 | |
| Current assets | ||
At the start of the year | 3,177 | 4,493 |
Transferred from non-current assets | – | 3,025 |
Loan interest | 5 | 158 |
Expenses | (87) | (122) |
Amounts received at maturity | (3,095) | (4,377) |
– | 3,177 | |
| Non-current assets | ||
At the start of the year | – | 3,025 |
Loan notes issued to the Company in the period | – | – |
Loan interest | – | – |
Transferred to current assets | – | (3,025) |
– | – |
| 2025 | 2024 | |
| £’000 | £’000 | |
At the start of the year | – | 1,943 |
Unwinding of the discount applied to contingent consideration | – | 32 |
Valuation movement | – | 408 |
Expenses | – | (102) |
Amounts received at maturity | – | (2,281) |
– | – |
121
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade receivables | 2,081 | 1,995 |
Less: provision for impairment of receivables | (410) | (249) |
1,671 | 1,746 | |
Other receivables and prepayments | 2,131 | 2,250 |
3,802 | 3,996 |
| Outside credit terms | |||||
| Within | Less than | One to | Older than | ||
| Total | credit terms | one month | two months | two months | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
2025 | 1,671 | 1,671 | – | – | – |
2024 | 1,746 | 1,746 | – | – | – |
| 2025 | 2024 | |
| £’000 | £’000 | |
At the start of the year | 249 | 353 |
Provision for receivables impairment | 508 | 117 |
Receivables written off as uncollectable | (339) | (89) |
Unused amounts reversed | (8) | (132) |
At the end of the year | 410 | 249 |
| Less than | One to | Older than two | ||
| Total | one month | two months | months | |
| £’000 | £’000 | £’000 | £’000 | |
2025 | 410 | – | – | 410 |
2024 | 249 | – | – | 249 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
122
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade payables | 1,442 | 1,400 |
Social security and other taxes | 511 | 516 |
Other payables and accruals | 9,276 | 11,509 |
11,229 | 13,425 |
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
| Current | ||
Bank borrowings – revolving credit facilities | 11,098 | – |
Lease liabilities | 1,522 | 1,768 |
12,620 | 1,768 | |
| Non-current | ||
Bank borrowings – revolving credit facilities | 2,424 | 13,434 |
Bank borrowings – single asset facility | 14,164 | 14,239 |
Lease liabilities | 27,970 | 30,937 |
5.375% First mortgage debenture stock | 82,347 | 82,336 |
126,905 | 140,946 | |
Total borrowings | 139,525 | 142,714 |
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
At the start of the year | 142,713 | 134,914 |
| Cash items | ||
Borrowings repaid (incl cancellation of debenture stock) | (100) | (3,087) |
Borrowings drawn down | – | 9,750 |
Principal element of lease payments | (1,780) | (1,665) |
Arrangement fees paid | (163) | (419) |
Total cash items | (2,043) | 4,579 |
| Non-cash items | ||
Amortisation of arrangement fees relating to banking facilities | 274 | 286 |
Movement in leases | (1,419) | 2,935 |
Total non-cash items | (1,145) | 3,221 |
At the end of the year | 139,525 | 142,714 |
123
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
18. Financial liabilities continued
| 2025 | 2024 | |
| £’000 | £’000 | |
Cash balances | 17,989 | 22,152 |
Overdrawn balances | (18,375) | (20,760) |
Cash and cash equivalents | (386) | 1,392 |
| 2025 | ||||||
| Trade and | Bank borrowings | Debenture | Bank borrowings – | Lease | ||
| other payables | – RCFs | stock | single asset facility | liabilities | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 1,442 | 12,101 | 4,430 | 417 | 1,802 | 20,192 |
One to two years | – | 2,539 | 4,430 | 417 | 1,812 | 9,198 |
Two to three years | – | – | 4,430 | 417 | 1,822 | 6,669 |
Three to four years | – | – | 4,430 | 14,008 | 1,832 | 20,270 |
Four to five years | – | – | 93,048 | – | 1,842 | 94,890 |
Five to ten years | – | – | – | – | 9,374 | 9,374 |
Ten to fifteen years | – | – | – | – | 9,491 | 9,491 |
In more than fifteen years | – | – | – | – | 28,583 | 28,583 |
1,442 | 14,640 | 110,768 | 15,259 | 56,558 | 198,667 |
| 2024 – Restated | ||||||
| Trade and | Bank borrowings | Debenture | Bank borrowings – | Lease | ||
| other payables | – RCFs | stock | single asset facility | liabilities | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 1,400 | 988 | 4,430 | 417 | 2,028 | 9,263 |
One to two years | – | 14,603 | 4,430 | 417 | 2,037 | 21,487 |
Two to three years | – | – | 4,430 | 417 | 2,046 | 6,893 |
Three to four years | – | – | 4,430 | 417 | 2,055 | 6,902 |
Four to five years | – | – | 4,430 | 14,008 | 2,064 | 20,502 |
Five to ten years | – | – | 93,048 | – | 10,466 | 103,514 |
Ten to fifteen years | – | – | – | – | 10,726 | 10,726 |
In more than fifteen years | – | – | – | – | 29,445 | 29,445 |
1,400 | 15,591 | 115,198 | 15,676 | 60,867 | 208,732 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
124
| 2025 | 2024 | |
| £’000 | £’000 | |
Expiring in one year or less | 14,500 | – |
Expiring in more than one year | 41,750 | 56,250 |
56,250 | 56,250 |
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
| Assets | ||
Carried forward losses | 718 | 1,685 |
IFRS 16 lease liabilities | 7,373 | 8,176 |
8,091 | 9,861 | |
| Liabilities | ||
IFRS 16 right-of-use assets | 5,223 | 5,713 |
Investment property and freehold car park revaluation gains | 1,929 | 1,065 |
7,152 | 6,778 | |
Net deferred tax asset | 939 | 3,083 |
125
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
20. Financial instruments continued
As at 30 June 2025 | As at 30 June 2024 – Restated | |||||
| Nominal | Weighted | Weighted | Nominal | Weighted | Weighted | |
| value | average rate | average period | value | average rate | average period | |
| £’000 | % | Years | £’000 | % | Years | |
Debenture stock | 82,417 | 5.375 | 6 | 82,417 | 5.375 | 7 |
Bank floating rate liabilities | 13,750 | 6.19 | 1 | 13,750 | 7.19 | 2 |
Bank fixed rate liabilities | 13,800 | 3.02 | 4 | 13,800 | 3.02 | 5 |
Bank overdrafts | 18,375 | 6.3 | 0.5 | 20,760 | 7.5 | 0.5 |
Lease liabilities | 29,492 | 3.7 | 38 | 32,705 | 3.7 | 36 |
157,834 | 163,432 |
2025 | 2024 | ||
Bank overdrafts | EIR | 6.3% | 7.5% |
Bank borrowings | EIR | 6.19% | 7.19% |
Debenture stock | EIR | 5.375% | 5.375% |
Lease liabilities | IBR | 3.7% | 3.7% |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
126
2025 | 2024 | |||
| Book value | Fair value | Book value | Fair value | |
| £’000 | £’000 | £’000 | £’000 | |
Debenture stock | 82,347 | 68,669 | 82,337 | 72,506 |
Non-current bank borrowings – revolving credit facilities | 13,522 | 13,522 | 13,434 | 13,434 |
Non-current bank borrowings – single asset facility | 14,164 | 12,476 | 14,239 | 12,174 |
2025 | 2024 – Restated | |||||
| Minimum lease | Minimum lease | |||||
| payments | Interest | Present value | payments | Interest | Present value | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 1,802 | 1,018 | 784 | 2,028 | 1,122 | 906 |
One to two years | 1,812 | 990 | 822 | 2,037 | 1,090 | 947 |
Two to three years | 1,822 | 961 | 861 | 2,046 | 1,057 | 989 |
Three to four years | 1,832 | 930 | 902 | 2,055 | 1,021 | 1,034 |
Four to five years | 1,842 | 897 | 945 | 2,064 | 984 | 1,080 |
Five to ten years | 9,374 | 3,950 | 5,424 | 10,466 | 4,314 | 6,152 |
Ten to fifteen years | 9,491 | 2,898 | 6,593 | 10,726 | 3,124 | 7,602 |
In more than fifteen years | 28,583 | 15,422 | 13,161 | 29,445 | 15,450 | 13,995 |
56,558 | 27,066 | 29,492 | 60,867 | 28,162 | 32,705 |
22. Net asset value per share
The basic and diluted net asset per share values are the same, as set out in the table below.
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
Net assets at 30 June | 112,302 | 117,444 |
Shares in issue (000) | 42,163 | 42,163 |
Basic and diluted net asset value per share | 266p | 279p |
127
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
| 2025 | 2024 | |
| Minimum total future lease payments receivable: | £’000 | £’000 |
Within one year | 8,808 | 9,175 |
One to two years | 7,777 | 8,604 |
Two to three years | 7,140 | 7,314 |
Three to four years | 6,203 | 6,659 |
Four to five years | 5,442 | 5,792 |
Five to ten years | 18,991 | 21,311 |
Ten to fifteen years | 8,294 | 9,846 |
In more than fifteen years | 1,051 | 1,163 |
| Number | Nominal | |
| of shares | value | |
| 000 | £’000 | |
At 30 June 2024 | 42,163 | 10,540 |
Purchase and cancellation of own shares | – | – |
At 30 June 2025 | 42,163 | 10,540 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
128
25. Cash flows from operating activities
| 2024 | ||
| 2025 | Restated | |
| £’000 | £’000 | |
Loss before tax | (1,065) | (12,143) |
| Adjustments for: | ||
Depreciation | 2,095 | 2,199 |
Amortisation | 186 | 205 |
Profit on disposal of fixed assets | (55) | – |
Profit on disposal of investment properties | – | (27) |
Profit on disposal of freehold and leasehold properties | (1,762) | – |
Loss on disposal of investments | 87 | 191 |
Valuation movement on investments | – | (408) |
Finance costs | 7,423 | 7,209 |
Finance income | (18) | (166) |
Share of post tax (profits)/losses from joint ventures | (1,057) | 2,175 |
Valuation movement on investment properties | 2,214 | 7,625 |
Movement in tenant lease incentives | (147) | 380 |
Impairment of car parking assets | 2,697 | 4,804 |
Impairment of goodwill | 772 | 577 |
Decrease/(increase) in receivables | 193 | (731) |
(Decrease)/increase in payables | (2,092) | 704 |
Cash generated from operations | 9,471 | 12,594 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Short-term employee benefits – excluding exceptional bonuses | 1,956 | 1,934 |
Short-term employee benefits – exceptional bonuses | 249 | 539 |
Post-employment benefits | 97 | 89 |
Sale of Motor Vehicle to Executive Director | 78 | – |
Dividends paid to the Ziff Concert Party | 599 | 2,641 |
2,979 | 5,203 |
129
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
27. Post Balance Sheet Events
On 19 August 2025 the Company made a $5m investment in a US-based fund looking to buy and sell small multi-family residential units in
the mid-west of the US. This investment of £3.8m was funded by a £5m drawdown from our existing Lloyds Bank revolving credit facility.
The balance of the proceeds from this drawdown have been added to the working capital of the Group.
28. Restatement of prior year figures
During the year the Directors identified that one of the Group’s accounting policies was not applied correctly. For this reason prior year
figures have been restated and the details are summarised below:
1) Adjustment of right-of-use lease liabilities following the settlement of index linked rent reviews
The Group operates a number of car parks from leasehold properties (right-of-use assets) under index-linked lease agreements. Under the
relevant accounting standards the lease liabilities associated with these car parks should be updated every time a rent review is settled,
a corresponding adjustment to the right-of-use asset should also be recognised and then assessed for any impairment. The prior year
comparatives have been restated to:
• Recognise an increase to lease liabilities of £3,408,000 and £4,104,000 as at 30 June 2023 and 2024.
• Recognise an increase to right of use assets of £1,043,000 and £1,180,000 as at 30 June 2023 and 2024.
• Recognise a reduction in retained earnings of £2,365,000 and £2,193,000 as at 30 June 2023 and 2024.
• Recognise a reduction in property expenses of £199,000, an additional impairment of car park assets of £619,000 and an additional
finance charge of £139,000 in the year ended 30 June 2024.
• Recognise a taxation credit of £731,000 resulting from the adjustments brought forward at 30 June 2023 and the further adjustments
recognised in the year ended 30 June 2024 within the Consolidated income statement for the year ended 30 June 2024.
• Recognise the impact on cash flow statement line items.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
130
The impact on the Balance Sheet as at 30 June 2024 is as follows:
| 2024 | (1) Car parking lease | ||
| Previously | liabilities and | 2024 | |
| reported | right-of-use assets | Restated | |
| £’000 | £’000 | £’000 | |
| Non-current assets | |||
| Property rental | |||
Investment properties | 180,977 | – | 180,977 |
Investments in joint ventures | 4,752 | – | 4,752 |
185,729 | – | 185,729 | |
| Car park activities | |||
Freehold and leasehold properties | 56,823 | 1,180 | 58,003 |
Goodwill and intangible assets | 2,892 | – | 2,892 |
59,715 | 1,180 | 60,895 | |
| Hotel Operations | |||
Freehold and leasehold properties | 9,900 | – | 9,900 |
9,900 | – | 9,900 | |
Fixtures, equipment and motor vehicles | 1,446 | – | 1,446 |
Investments | 3,965 | – | 3,965 |
Deferred tax assets | 2,352 | 731 | 3,083 |
Total non-current assets | 263,107 | 1,911 | 265,018 |
| Current assets | |||
Trade and other receivables | 3,996 | – | 3,996 |
Cash and cash equivalents | 22,152 | – | 22,152 |
Investments | 3,177 | – | 3,177 |
Total current assets | 29,325 | – | 29,325 |
Total assets | 292,432 | 1,911 | 294,343 |
| Current liabilities | |||
Trade and other payables | (13,425) | – | (13,425) |
Bank overdrafts | (20,760) | – | (20,760) |
Financial liabilities | (1,768) | – | (1,768) |
Total current liabilities | (35,953) | – | (35,953) |
| Non-current liabilities | |||
Financial liabilities | (136,842) | (4,104) | (140,946) |
Total liabilities | (172,795) | (4,104) | (176,899) |
Net assets | 119,637 | (2,193) | 117,444 |
| Equity attributable to the owners of the Parent | |||
Called up share capital | 10,540 | – | 10,540 |
Share premium account | 200 | – | 200 |
Capital redemption reserve | 3,309 | – | 3,309 |
Revaluation reserve | 4,184 | – | 4,184 |
Retained earnings | 101,404 | (2,193) | 99,211 |
Total equity | 119,637 | (2,193) | 117,444 |
131
03
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements continued
28. Restatement of prior year figures continued
The impact on the Balance Sheet as at 30 June 2023 is as follows:
| 2023 | (1) Car parking lease | ||
| Previously | liabilities and | 2023 | |
| reported | right-of-use assets | Restated | |
| £’000 | £’000 | £’000 | |
| Non-current assets | |||
| Property rental | |||
Investment properties | 183,801 | – | 183,801 |
Investments in joint ventures | 7,123 | – | 7,123 |
190,924 | – | 190,924 | |
| Car park activities | |||
Freehold and leasehold properties | 60,791 | 1,043 | 61,834 |
Goodwill and intangible assets | 3,674 | – | 3,674 |
64,465 | 1,043 | 65,508 | |
| Hotel Operations | |||
Freehold and leasehold properties | 9,500 | – | 9,500 |
9,500 | – | 9,500 | |
Fixtures, equipment and motor vehicles | 1,269 | – | 1,269 |
Investments | 7,503 | – | 7,503 |
Total non-current assets | 273,661 | 1,043 | 274,704 |
| Current assets | |||
Trade and other receivables | 3,264 | – | 3,264 |
Cash and cash equivalents | 23,320 | – | 23,320 |
Investments | 6,436 | – | 6,436 |
Total current assets | 33,020 | – | 33,020 |
Total assets | 306,681 | 1,043 | 307,724 |
| Current liabilities | |||
Trade and other payables | (12,387) | – | (12,387) |
Bank overdrafts | (21,700) | – | (21,700) |
Financial liabilities | (4,665) | – | (4,665) |
Total current liabilities | (38,752) | – | (38,752) |
| Non-current liabilities | |||
Financial liabilities | (126,841) | (3,408) | (130,249) |
Total liabilities | (165,593) | (3,408) | (169,001) |
Net assets | 141,088 | (2,365) | 138,723 |
| Equity attributable to the owners of the Parent | |||
Called up share capital | 12,113 | – | 12,113 |
Share premium account | 200 | – | 200 |
Capital redemption reserve | 1,736 | – | 1,736 |
Revaluation reserve | 2,784 | – | 2,784 |
Retained earnings | 124,255 | (2,365) | 121,890 |
Total equity | 141,088 | (2,365) | 138,723 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
132
The impact on the income statement is as follows:
| 2024 | (1) Car parking lease | ||
| Previously | liabilities and | 2024 | |
| reported | right-of-use assets | Restated | |
| £’000 | £’000 | £’000 | |
Gross revenue | 28,983 | – | 28,983 |
Service charge income | 2,985 | – | 2,985 |
Gross revenue | 31,968 | 31,968 | |
Service charge expenses | (3,982) | – | (3,982) |
Property expenses | (11,821) | 199 | (11,622) |
Net revenue | 16,165 | 199 | 16,364 |
Administrative expenses | (7,293) | – | (7,293) |
Other income | 965 | – | 965 |
Valuation movement on investment properties | (7,625) | – | (7,625) |
Impairment of car parking assets | (3,259) | (619) | (3,878) |
Impairment of goodwill | (577) | (577) | |
Loss on disposal of investments | (191) | (191) | |
Valuation movement on investments | 408 | 408 | |
Profit on disposal of investment properties | 27 | – | 27 |
Share of post-tax losses from joint ventures | (2,175) | – | (2,175) |
Operating loss | (3,555) | (420) | (3,975) |
Finance costs | (7,209) | (139) | (7,348) |
Finance income | 166 | 166 | |
Loss before taxation | (10,598) | (559) | (11,157) |
Taxation | 2,588 | 731 | 3,319 |
Loss for the year attributable to owners of the Parent | (8,010) | 172 | (7,838) |
The impact on the cash flow statement is as follows:
| 2024 | (1) Car parking lease | ||
| Previously | liabilities and | 2024 | |
| reported | right-of-use assets | Restated | |
| £’000 | £’000 | £’000 | |
Loss for the financial year | (10,598) | (1,545) | (12,143) |
| Adjustments for: | |||
Depreciation | 2,199 | – | 2,199 |
Amortisation | 205 | – | 205 |
Profit on disposal of investment properties | (27) | – | (27) |
Loss on sale of investments | 191 | – | 191 |
Movement in valuation of investments | (408) | – | (408) |
Finance costs | 7,209 | – | 7,209 |
Finance income | (166) | – | (166) |
Share of post tax losses from joint ventures | 2,175 | – | 2,175 |
Movement in valuation of investment properties | 7,625 | – | 7,625 |
Movement in lease incentives | 380 | – | 380 |
Impairment of car parking assets | 3,259 | 1,545 | 4,804 |
Impairment of goodwill | 577 | – | 577 |
Increase in receivables | (731) | – | (731) |
Increase in payables | 704 | – | 704 |
Cash generated from operations | 12,594 | – | 12,594 |
133
03
FINANCIAL STATEMENTS
Notes
2025
£’000
2024
£’000
Fixed assets
Investment properties 4 80,981 82,005
Fixtures, equipment and motor vehicles 4 431 639
Investments 5 234,431 240,617
315,843 323,261
Current assets
Debtors 6 119,902 107,556
Cash 13 14
119,915 107,570
Creditors: amounts falling due within one year
Financial liabilities – borrowings 8 (29,473) (20,760)
Other creditors 7 (231,913) (222,805)
(261,386) (243,565)
Net current liabilities (141,471) (135,995)
Total assets less current liabilities 174,372 187,266
Financial liabilities – borrowings 8 (84,771) (95,770)
Net assets 89,601 91,496
Equity attributable to the owners of the Parent
Called up share capital 9 10,540 10,540
Share premium account 200 200
Capital redemption reserve 3,309 3,309
Other reserve 56,578 57,524
Retained earnings 18,974 19,923
Total Shareholders’ funds 89,601 91,496
Company number: 00623364
As permitted by Section 408 of the Companies Act 2006, the Parent Company’s Profit and Loss Account has not been included in
these Company Financial Statements. The loss shown in the financial statements of the Parent Company was £8 41, 000 (2024: loss of
£9 , 780 , 000 ).
The Company Financial Statements on pages 134 to 143 were approved by the Board of Directors on 16 October 2025 and signed on its
behalf by
E M Ziff
Chairman & Chief Executive
Company Balance Sheet
as at 30 June 2025
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
134
Called up
share capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 30 June 2023 12,113 200 1,736 57,524 43,781 115,354
Comprehensive income for the year
Loss – – – – (9,780) (9,780)
Total comprehensive income for the year – – – – (9,780) (9,780)
Contributions by and distributions to owners
Arising on purchase and cancellation of own shares (1,573) – 1,573 – (9,440) (9,440)
Final dividend relating to the year ended 30 June 2023 – – – – (1,054) (1,054)
Interim dividend relating to the year ended 30 June 2024 – – – – (3,584) (3,584)
Balance at 30 June 2024 10,540 200 3,309 57,524 19,923 91,496
Comprehensive income for the year
Loss – – – – (841) (841)
Total comprehensive income for the year – – – – (841) (841)
Reserve transfer – impairment of investment in subsidiaries – – – (946) 946 –
Contributions by and distributions to owners
Interim dividend relating to the year ended 30 June 2025 – – – – (1,054) (1,054)
Balance at 30 June 2025 10,540 200 3,309 56,578 18,974 89,601
Company Statement of Changes in Equity
for the year ended 30 June 2025
135
03
FINANCIAL STATEMENTS
Notes to the Company Financial Statements
1. Accounting policies
Basis of preparation
The Company Financial Statements have been prepared in accordance with FRS 102 (The Financial Reporting Standard applicable in
the United Kingdom and Republic of Ireland), the going concern basis, the historical cost convention as modified by the revaluation of
investment properties and certain investments and in accordance with the Companies Act 2006 and applicable law.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires
management to exercise judgement in applying the Company’s accounting policies (see note 2). The principal accounting policies, which
have been applied consistently, are as set out below:
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
FRS102:
• the requirements of Section 4 Statement of Financial Position;
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation (paragraph 3.17(d));
• the requirements of Section 11 Financial Instruments (paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c));
• the requirements of Section 12 Other Financial Instruments (paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A); and
• the requirements of Section 33 Related Party Disclosures (paragraph 33.7).
This information is included in the Consolidated Financial Statements of Town Centre Securities PLC as at 30 June 2025 which may be
obtained from Companies House, Cardiff CF4 3UZ.
Investment properties
Investment properties are included in the Company Financial Statements at open market values based on an independent external
valuation, as at 30 June each year, or held at Directors’ valuation. Movements in fair value are taken through the income statement.
Investments
Investments are held on the Company Balance Sheet at fair value. Any fair value gains and losses are taken to the income statement.
Investment income
Income from investments is accounted for when the right to receipt is established.
Investment in subsidiary undertakings
Prior to the adoption of FRS 102, investments in subsidiaries were revalued with any gains arising recognised in the other reserve. On
adoption of FRS 102 on 1 July 2015, the Directors of the Company elected to measure the fixed asset investments at deemed cost, being
the carrying amount at the date of transition as determined under the entity’s previous financial reporting framework.
Investments are assessed at each reporting date to determine whether there is any such indication that an investment is impaired. Where
there is an indication, the carrying value of the investment is tested for impairment. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. Impairment losses are recognised in the Company’s profit/loss for the
year and a transfer is made from the other reserve to retained earnings within the Company Statement of Changes in Equity (where the
impairment is less than the amount of other reserve related to that investment).
On disposal of an investment, any gain/loss on disposal is recognised in the profit/loss for the year of the Company and any other
reserve related to the investment disposed of is transferred from the other reserve to retained earnings within the Company Statement
ofChangesin Equity.
The unrealised non-distributable reserve represents distributions made by subsidiaries in prior years in the form of non-qualifying
consideration which have given rise to a non-distributable gain. Amounts sitting in the reserve are transferred to retained earnings within
the Company Statement of Changes in Equity when the gain becomes realised.
Trade receivables
Trade receivables are recognised initially at fair value and are subsequently measured at cost less provision for impairment. A provision for
impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts
due according to the original terms of the receivables concerned. The amount of the provision is recognised in the income statement.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
136
Cash and cash equivalents
Cash and cash equivalents are carried in the Company Balance Sheet at cost. Cash and cash equivalents comprise cash in hand, deposits
held at call with banks, other short-term, highly liquid investments with original maturities of three months or less and bank overdrafts.
Bank overdrafts are included within borrowings in current liabilities on the Company Balance Sheet. Where there is a formal legal
arrangement with a right to offset, the net position of the individual accounts will be presented in cash or current liabilities as appropriate.
Joint ventures
A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint
control.
Investments in jointly controlled entities are valued at cost less impairment.
Revenue
Revenue, which excludes value added tax, represents the invoiced value of rent and services supplied to customers. Rental income is
accounted for on a straight-line basis in accordance with the lease to which it relates.
Unamortised tenant lease incentives
Leasehold incentives given to tenants on entering property leases are recognised as unamortised lease incentives. The operating lease
incentives are spread over the non-cancellable life of the lease. Where this ends with a clean break clause the incentives are spread to this
date unless management is reasonably certain that the break will not be exercised.
Reserves
The Company’s total equity is analysed into the following categories:
• Share capital represents the nominal value of issued share capital.
• Share premium represents any consideration received in excess of nominal value of the shares issued.
• Capital redemption reserve represents the nominal value of the Company’s own shares that have been repurchased and cancelled.
• Other reserves relates to the revaluation of the Company’s investments.
• Retained earnings represents the cumulative profit or loss position less dividend distributions.
2. Judgements in applying accounting policies and key sources
of estimation uncertainty
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The only estimates and assumptions that have a significant risk of causing a material adjustment to
the carrying value amounts of the Company’s assets and liabilities within the next financial year are those relating to the valuation of
investment properties (note 4).
3. Employee benefits and auditor’s remuneration
2025
£’000
2024
£’000
Wages and salaries (including Directors’ emoluments) 3,806 3,917
Social security costs 472 482
Other pension costs 198 186
4,476 4,585
Employee benefits are charged to the income statement within administrative expenses.
All of the pension costs in the table above relate to defined contribution schemes.
The aggregate remuneration of the Directors of the Company was £2,301,000 (2024: £2,665,000).
The average monthly number of staff employed by the Company during the year was 46 (2024: 45). Disclosures required by the
Companies Act 2006 on Directors’ remuneration, including salaries, share options, pension contributions and pension entitlement, are
included on page 81 in the Directors’ Remuneration Report and form part of the Consolidated Financial Statements. The remuneration paid
to the Parent Company auditors in respect of the audit of the Parent Company Financial Statements for the year ended 30 June 2025 is set
out in note 5 to the Consolidated Financial Statements.
137
03
FINANCIAL STATEMENTS
4. Tangible assets
Investment properties
Freehold
£’000
Long leasehold
£’000
Development
£’000
Total
£’000
Valuation at 30 June 2024 53,415 4,190 24,400 82,005
Additions 306 17 1,760 2,083
Valuation movement 397 (87) (3,655) (3,345)
Movement in tenant lease incentives 238 – – 238
Valuation at 30 June 2025 54,356 4,120 22,505 80,981
The above freehold and long leasehold properties have been independently externally valued as at 30 June 2025 and 30 June 2024 on the
basis of open market value by CBRE in accordance with the Royal Institution of Chartered Surveyors Appraisal and Investment Manual.
Valuations are performed biannually and are performed consistently across the Group’s whole portfolio of properties. At each reporting
date appropriately qualified employees verify all significant inputs and review computational outputs. The external valuers submit and
present summary reports to the Property Director and the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rents or business
profitability, incentives offered to tenants, forecast growth rates, market yields and discount rates, and selling costs including stamp duty.
The development properties principally comprise land in Leeds and Manchester. These have also been valued by appropriately qualified
external valuers CBRE, taking into account an assessment of their realisable value in their existing state and condition based on market
evidence of comparable transactions and residual value calculations.
Fixtures, equipment and motor vehicles
Cost
£’000
Accumulated
depreciation
£’000
Balance at 30 June 2024 2,590 1,951
Additions 6 –
Disposals (135) (59)
Depreciation – 138
Balance at 30 June 2025 2,461 2,030
Net book value at 30 June 2025 431
Net book value at 30 June 2024 639
Total tangible assets
At 30 June 2025 81,412
At 30 June 2024 83,244
5. Fixed asset investments
2025
£’000
2024
£’000
Shares in Subsidiary Companies
At 1 July 233,562 233,562
Impairment (2,390) –
At 30 June 231,172 233,562
Listed investments
At 1 July 3,305 4,068
Revaluation (706) (763)
At 30 June 2,599 3,305
Other investments
At 1 July 3,750 9,608
Additions – 250
Loan interest 5 159
Revaluation – 485
Disposals (3,095) (6,752)
At 30 June 660 3,750
Total fixed asset investments 234,431 240,617
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
138
As permitted by Section 615 of the Companies Act 2006, where the relief afforded under Section 612 of the Companies Act 2006 applies,
cost is the aggregate of the nominal value of shares issued plus the fair value of any other consideration given to acquire the share capital
of the Subsidiary Companies.
Listed investments, all of which are listed on a recognised stock exchange, are stated at market value in the table above and have an
historic cost of £875,000 (2024: £875,000).
As at 30 June 2024, other investments included the deferred consideration loan notes of £3,177,000 arising from the sale of the Company’s
investment in YourParkingSpace Limited.
The interest earned on the deferred consideration loan notes was 5% per annum. The deferred consideration was received by the Company
in July 2025.
The deferred consideration loan notes were accounted for using the amortised cost basis and were assessed for impairment under the
IFRS 9 expected credit loss model.
6. Debtors
2025
£’000
2024
£’000
Trade receivables 234 631
Less: provision for impairment of debtors (135) (262)
99 369
Amounts owed by Subsidiary Companies 118,377 106,063
Other debtors and prepayments 1,426 1,124
119,902 107,556
The Directors consider that the carrying amount of net trade receivables approximates to their fair value. The credit risk in respect of trade
receivables is not concentrated as the Company has many tenants spread across a number of industry sectors. In addition, the tenants’
rents are payable in advance. The provision for impairment of receivables has been calculated after taking into account the financial
position of tenants.
Due to the nature of income, debts are generally recovered in advance and full provision has been made for income recognised but not
recovered during the year. As such, the credit risk relating to trade and other receivables is considered to be low and any expected credit
loss would be immaterial.
The expense relating to the impairment of debtors for the year ended 30 June 2025 was £10,000 (2024: £65,000).
Amounts owed by Subsidiary Companies are unsecured, interest-free and repayable on demand. The Directors do not expect the balances
due from subsidiaries to be received in the next 12 months.
7. Other creditors
2025
£’000
2024
£’000
Trade payables 209 146
Taxation and social security 222 233
Amounts owed to Subsidiary Companies 228,195 218,177
Other payables and accruals 3,287 4,249
231,913 222,805
Amounts owed to Subsidiary Companies are unsecured, interest-free and repayable on demand.
139
03
FINANCIAL STATEMENTS
8. Financial instruments
The Company’s borrowings are at both floating and fixed rates of interest. The Company takes on exposure to fluctuations in interest rates
on its financial position and cash flows. Interest costs may increase or decrease as a result of such changes.
2025
£’000
2024
£’000
Non-current
Bank borrowings 2,434 13,434
5.375% First mortgage debenture stock 82,347 82,336
84,771 95,770
Current
Bank borrowings 29,473 20,760
Total borrowings 29,473 116,530
The Company’s debenture stock and bank borrowings are secured by fixed charges on certain of the properties and restricted cash, valued
in total at £221,795,000 (2024: £221,610,000), that are either owned directly by the Company or by its Subsidiary Companies.
The debenture issue premium is net of issue costs and is amortised over the life of the debt agreement.
The Company had undrawn committed floating rate bank facilities as set out below:
2025
£’000
2024
£’000
Expiring in one year or less 14,500 –
Expiring in more than one year 41,750 56,250
56,250 56,250
The availability of undrawn funds is subject to compliance with banking covenants.
Included within facilities expiring in one year or less are overdraft facilities subject to annual review. There are net cash balances of
£17,237,000 held by Subsidiary Companies which offset the Company’s overdraft on consolidation. The total overdraft facility is based on
the Group’s right of set off. Other facilities are available to provide funding for future investments.
The Company finances its operations through a combination of retained cash flows, debentures and bank borrowings. Procedures are in place
to monitor interest rate risk as considered appropriate by management. Numerical financial instruments disclosures are set out below.
All financial liabilities are denominated in Sterling.
Interest rate risk
The interest rate risk of the Company’s financial liabilities is as follows:
As at 30 June 2025 As at 30 June 2024
Nominal
value
£’000
Weighted
average rate
%
Weighted
average period
Years
Nominal
value
£’000
Weighted
average rate
%
Weighted
average period
Years
Debenture stock 82,417 5.375 6 82,417 5.375 7
Bank overdraft 18,375 6.3 0.5 20,760 7.50 0.5
Bank floating rate liabilities 13,750 6.19 1 13,750 7.19 2
114,542 116,927
The above amounts represent the monetary liabilities and are therefore different from the book values included on the Company Balance
Sheet as a result of unamortised arrangement fees at 30 June 2025 of £298,000 (2024: £397,000).
Floating rate financial liabilities bear interest at rates for term loans based on LIBOR plus an average margin of 1.92% and for the overdraft
of 2.05% above base rate.
Financial instruments held for trading purposes
It is, and has been throughout the year under review, the Company’s policy not to trade in financial instruments.
Foreign currency exposure
The Group has no exposure to foreign currency as it has no overseas operations and all sales and purchases are made in Sterling.
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
140
Effective interest rates
The effective interest rates at the balance sheet date were as follows:
2025 2024
Bank overdraft facility 6.3% 7.5%
Bank borrowings 6.19% 7.19%
Debenture stock 5.375% 5.375%
Fair values of current borrowings
Where market values are not available, fair values of financial assets and liabilities have been calculated by discounting expected future
cash flows at prevailing interest rates. The carrying amounts of short-term borrowings approximate to fair value.
Fair value of non-current borrowings
2025 2024
Book value
£’000
Fair value
£’000
Book value
£’000
Fair value
£’000
Debenture stock 82,347 68,669 82,337 72,506
Long-term bank borrowings 13,522 13,522 13,434 13,434
9. Called up share capital
Authorised
164,879,000 (2024: 164,879,000) Ordinary Shares of 25p each.
Issued and fully paid up
Number
of shares
000
Nominal
value
£’000
At 30 June 2024 42,163 10,540
Purchase and cancellation of own shares – –
At 30 June 2025 42,163 10,540
The Company has only one type of ordinary share class in issue. All shares have equal entitlement to voting rights and dividend distributions.
10. Subsidiary Companies
The Company’s wholly owned Subsidiary Companies at 30 June 2025, registered in England or Scotland and operating in the United
Kingdom, are as follows:
Company number Activity
Held directly
TCS Holdings Limited 2271353 Property investment
Buckley Properties (Leeds) Limited* 647309 Property investment
Citipark plc* 8837214 Car park operations
TCS (Residential Conversions) Limited* 3946495 Property investment
TCS Property Management Limited* 5281225 Management company
TCS Trustees Limited* 3112933 Trustee for employee benefit plans
TCS Properties Limited* 2831154 Property investment
TCS (Brownsfield Mill) Limited* 10291290 Property investment
TCS (Merrion Hotel) Limited* 10380988 Hotel operator
Bay Sentry Solutions Limited* 12133595 Car park operations
Belgravia Living Group Limited* 09554878 Property Investment
TCS (Whitehall Plaza) Limited 9922032 Dormant
Dundonald Property Investments Limited 3672365 Dormant
141
03
FINANCIAL STATEMENTS
Company number Activity
TCS (9 Cheapside) Limited 10139127 Dormant
TCS (Tariff Street) Limited 09929851 Dormant
TCS Development Management (Merrion) Limited 8696141 Dormant
Citicharge Limited 13322988 Dormant
Apperley Bridge Limited 6879596 Dormant
TCS Park Row Limited 8077103 Dormant
Citipark Management Limited 8837203 Dormant
TCS (Merrion House JVC02) Limited 8561356 Dormant
Tassgander Limited 4077297 Dormant
Blackpool Markets Limited 2740190 Dormant
Emett Exhibitions Limited 1544918 Dormant
Milngavie East Limited SC464805 Dormant
No 29 Management Co (Eastgate) Limited 3873683 Dormant
T Herbert Kaye’s Estates Limited 0226678 Dormant
TCS (Bolton) Limited 4104688 Dormant
TCS Piccadilly Limited 4317396 Dormant
TCS Whitehall Riverside Limited 4329860 Dormant
TCS (Rochdale JV) Limited 7712764 Dormant
TCS (Rochdale Management) Limited 7712123 Dormant
TCS Car Parks Limited 4847697 Dormant
TCS Eastgate Limited 6554827 Dormant
TCS Finance Limited 3108777 Dormant
TCS Trading Limited 3060862 Dormant
The Merrion Centre Limited 0814845 Dormant
Town Centre Enterprises Limited 0221003 Dormant
Town Centre Securities (Developments) Limited 3946549 Dormant
Town Centre Securities (Manchester) Limited 0129485 Dormant
Town Centre Securities (Scotland) Limited 0748937 Dormant
Town Centre Services Limited 2285764 Dormant
TCS plc 4329979 Dormant
Citiflex plc 3385312 Dormant
Held indirectly
TCS Freehold Investments Limited 3684812 Property investment
TCS Leasehold Investments Limited 3684827 Property investment
Town Centre Car Parks Limited 5494592 Car park operations
TCCP (Clarence Dock) Limited* 6219875 Car park operations
TCS (Milngavie) Limited* 6391627 Property investment
TCS (Merrion House JVC01) Limited* 8561354 Property investment
KBT Cornwall Limited* 8087077 Car park operations
Belgravia Living (Burlington House) Limited* 9948722 Property investment
BLG (Burlington House) Limited 11284761 Property investment
Parking Ticketing Limited 7818341 Dormant
Dundonald (Cumbernauld) Limited 5983938 Dormant
TCS (Bothwell Street) Limited 4240551 Dormant
Notes to the Company Financial Statements continued
10. Subsidiary Companies continued
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2025
142
Company number Activity
Dundonald Property Developments Limited 6430444 Dormant
Riverside (Leeds) Limited 4569350 Dormant
TCS (Greenhithe) Limited 4413344 Dormant
TCS (Isleworth) Limited 4413343 Dormant
TCS (Parliament Street 1) Limited 4768830 Dormant
TCS (Parliament Street 2) Limited 4768845 Dormant
TCS Energy Limited 4414144 Dormant
TCS (Mill Hill) Limited 4413341 Dormant
TCS (Residential) Limited 4249007 Dormant
TCS Solar Limited 5113915 Dormant
TCS (Mill Hill) Limited 4413341 Dormant
TCS (Residential) Limited 4249007 Dormant
TCS Solar Limited 5113915 Dormant
* The Subsidiary Companies marked with an asterisk above are exempt from preparing audited statutory accounts under section 479a of the Companies Act 2006.
The Company’s directly owned joint venture, which is registered in England and operate in the United Kingdom, is as follows:
Proportion of
ordinary shares held
% Activity
Bay Sentry Limited 50 Dormant
The Company also has an indirect 50% interest in Merrion House LLP (OC387717).
The registered office of Subsidiary Companies and joint ventures is as follows:
KBT Cornwall Limited Bay Sentry Solutions Limited
20–22 Wenlock Road 20 Wenlock Road
London London
N1 7GU N1 7GU
All other subsidiaries and joint ventures
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
143
03
FINANCIAL STATEMENTS
Notice of Annual General Meeting
Notice is hereby given that the 2025 Annual General Meeting (the
‘Meeting’) of Town Centre Securities PLC (the ‘Company’) will be
held at Town Centre House, The Merrion Centre on Tuesday 25
November 2025 at 11:00am.
You will be asked to consider and, if thought fit, pass the
Resolutions below. Resolutions 1 to 13 will be proposed as ordinary
resolutions. For an ordinary resolution to be passed, a simple
majority of the votes cast must be in favour of the resolution.
Resolutions 14 to 17 will be proposed as special resolutions. For a
special resolution to be passed, at least 75% of the votes cast must
be in favour of the resolution.
Shareholders will be able to attend the AGM in person this year.
We encourage all Shareholders to vote via proxy in advance of
the AGM. Your vote is important, and you are encouraged to use
it. Shareholders should vote by way of proxy in advance of the
Meeting. To ensure your vote is counted, you should appoint the
‘Chair of the Meeting’ as your proxy.
This Notice includes the resolutions (‘Resolutions’) to be
discussed at the AGM. You are requested to complete and
submit a Form of Proxy as soon as possible whether you intend
to attend the AGM or not. In any event, the Proxy instruction
should reach the Company’s Registrar by 11.00am on Friday
21 November 2025.
Completion of a Form of Proxy will not preclude you from attending
the AGM physically.
Ordinary resolutions
Resolution 1: Annual Financial Statements and
Directors’Report
1. To receive the Company’s Annual Financial Statements
(together with the Directors’ Report and the Auditor’s Report)
for the financial year ended 30 June 2025.
Resolution 2: Directors’ Remuneration Report
2. To approve the Directors’ Remuneration Report set out on pages
78 to 84 of the Company’s 2025 Annual Report for the year
ended 30 June 2025 (excluding the Directors’ remuneration
policy included in the report).
Resolution 3 to 9: Re-election of Directors
3. To re-elect Michael Ziff as a Non-Executive Director of the
Company.
4. To re-elect Ian Marcus as a Non-Executive Director of the
Company.
5. To re-elect Paul Huberman as a Non-Executive Director of the
Company.
6. To re-elect Edward Ziff as an Executive Director of the Company.
7. To re-elect Benjamin Ziff as an Executive Director of the
Company.
8. To re-elect Stewart MacNeill as an Executive Director of the
Company.
9. To re-elect Craig Burrow as an Executive Director of the
Company.
Resolution 10: Appointment of auditors
10. To appoint Grant Thornton UK LLP as the auditors of the
Company, to hold office from the conclusion of this Meeting
until the conclusion of the next General Meeting at which
annual financial statements are laid before the Company’s
Shareholders.
Resolution 11: Remuneration of auditors
11. To authorise the Directors to determine the remuneration of the
Company’s auditors.
Resolution 12: Authority to make political donations
12. To authorise, in accordance with Part 14 of the UK Companies
Act 2006 (the ‘Act’), the Company and all companies that are
subsidiaries of the Company at the date on which this resolution
is passed, or at any time when this resolution has effect to:
(a) make political donations to political parties and/or
independent election candidates;
(b) make political donations to political organisations other
than political parties; and
(c) incur political expenditure,
SHAREHOLDER INFORMATION
144
Town Centre Securities PLC Annual Report and Accounts 2025
(as such terms are defined in the Act), up to an aggregate
amount of £50,000, and the amount authorised under each of
paragraphs (a) to (c) above shall also be limited to such amount,
during the period beginning on the date of the passing of this
resolution and ending at the conclusion of the next Annual
General Meeting of the Company to be held in 2024. Upon
the passing of this resolution, all existing authorisations and
approvals relating to political donations or expenditure under
Part 14 of the Act shall be revoked without prejudice to any
donation made, or expenditure incurred, prior to the passing
of this resolution pursuant to such authorisation or approval.
For the purpose of this resolution, the terms ‘political donation’,
‘political parties’, ‘independent election candidates’, ‘political
organisation’ and ‘political expenditure’ shall have the meanings
given by sections 363 to 365 of the Act.
Resolution 13: Authority to allot Ordinary Shares
13. To generally and unconditionally authorise the Board, in
substitution for any existing authority, but without prejudice
to the exercise of any such authority prior to the date of the
passing of this resolution, pursuant to and in accordance
with Section 551 of the Act to exercise all the powers of the
Company to allot shares in the Company or grant rights to
subscribe for or to convert any security into shares in the
Company:
(a) up to an aggregate nominal amount of £3,513,556.50
(representing 14,054,226 ordinary shares) (such amount
to be reduced by any allotments or grants made under
paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as defined in the Act) up to a
nominal amount of £7,027,113.25 (representing 28,108,453
Ordinary Shares) (such amount to be reduced by any
allotments or grants made under paragraph (a) above) in
connection with an offer by way of a rights issue:
(i) to ordinary Shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the Board otherwise
considers necessary,
and so that the Board may impose any limits or restrictions
and make any arrangements which it considers necessary,
expedient or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or
any other matter,
provided that this authority shall expire at the conclusion of
the next Annual General Meeting of the Company, to be held
in 2026, or 25 February 2027, whichever is earlier, save that
the Company may, before such expiry, make an offer or enter
into an agreement which would or might require shares to be
allotted, or rights to subscribe for or to convert securities into
shares to be granted, after such expiry; and the Board may allot
shares or grant such rights in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
Special resolutions
Resolution 14: Authority to disapply pre-emption rights
14. That, if resolution 13 above is passed, the Board be given power
to allot equity securities (as defined in the Act) for cash under
the authority given by that resolution and/or to sell Ordinary
Shares held by the Company as treasury shares for cash as if
Section 561 of the Act did not apply to any such allotment or
sale, such power to be limited:
(a) to the allotment of equity securities and sale of treasury shares
in connection with an offer of, or invitation to apply for, equity
securities (but in the case of the authority granted under
paragraph (b) of resolution 13, by way of a rights issue only):
(i) to ordinary Shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required
by the rights of those securities, or as the Board
otherwise considers necessary,
and so that the Board may impose any limits or restrictions
and make any arrangements which it considers necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a)
of resolution 14 and/or in the case of any sale of treasury
shares, to the allotment of equity securities or sale of
treasury shares (otherwise than under paragraph (a)
above) up to a nominal amount of £527,033.50,
such power to apply until the end of the next Annual General
Meeting to be held in 2026, or 25 February 2027, whichever is
earlier, but, in each case, during this period the Company may
make offers and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to
be sold) after the power ends and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the power had not ended.
Resolution 15: Additional authority to disapply pre-emption
rights for purposes of acquisitions or capital investments
15. That, if resolution 13 above is passed, the Board be given the
power, in addition to any power granted under resolution 14
above, to allot equity securities (as defined in the Act) for cash
under the authority granted under paragraph (a) of resolution 13
and/or to sell Ordinary Shares held by the Company as treasury
shares for cash as if Section 561 of the Act did not apply to any
such allotment or sale, such power to be:
(a) limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £527,033.50; and
(b) used only for the purposes of financing a transaction
which the Board determines to be an acquisition or
other capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to
the date of this Notice, or for the purposes of refinancing
such a transaction within six months of it taking place,
such power to apply until the end of the next Annual General
Meeting to be held in 2026, or 25 February 2027, whichever is
earlier, but, in each case, during this period the Company may
make offers and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to
be sold) after the power ends and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the power had not ended.
04
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Notice of Annual General Meeting continued
Resolution 16: Authority to purchase the Company’s
ownshares
16. That the Company be generally and unconditionally authorised for
the purpose of Section 701 of the Act to make market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary
Shares of £0.25 each in the capital of the Company, provided that:
(a) the maximum number of Ordinary Shares which may be
purchased is 6,324,402;
(b) the minimum price, exclusive of any expenses, which may
be paid for each Ordinary Share is £0.25;
(c) the maximum price, exclusive of any expenses, which may
be paid for each Ordinary Share is an amount equal to the
higher of:
(i) 105% of the average mid-market value of an Ordinary
Share, as derived from the London Stock Exchange
Daily Official List for the five business days prior to
the day on which the purchase is made; and
(ii) an amount equal to the higher of the price of the
last independent trade of an Ordinary Share and
the highest current independent bid for an Ordinary
Share.
(d) this authority shall expire on the date of the next Annual
General Meeting of the Company or on 25 February
2027, whichever is the earlier, but, in each case, provided
that the Company may, before such expiry, enter into a
contract or contracts to purchase shares which will or
may be executed wholly or partly after the expiry of such
authority and the Company may make a purchase of
shares under such contract or contracts as if the authority
had not expired.
Resolution 17: Notice of General Meetings,
other than Annual General Meetings
17. That a General Meeting (other than an Annual General Meeting) of
the Company may be called on not less than 14 clear days’ notice.
By order of the Board
Dr Edward Ziff OBE DL
Chairman & Chief Executive
16 October 2024
Registered Office:
Town Centre House, The Merrion Centre, Leeds, LS2 8LY
Registered in England and Wales No. 00623364
Explanatory notes
Ordinary resolutions
Resolution 1: To receive the Annual Financial Statements
and Directors’ Report
Under the Company’s Act 2006, the Directors are required to
present the Strategic Report, Directors’ Report, Auditor’s Report and
Annual Financial Statements of the Company to the Meeting. These
are contained in the Company’s 2025 Annual Report and Financial
Statements for the year ended 30 June 2025 (the ‘Annual Report’),
which was circulated at the time of this Notice and is also available
on the Company’s website at tcs-plc.co.uk.
Resolution 2: Directors’ Remuneration Report (excluding
the Directors’ Remuneration Policy) for the year ended
30 June 2025
Under the Companies Act 2006 (the ‘Act’), the Directors must
prepare an Annual Report detailing the remuneration of the
Directors and a statement by the Chairman of the Remuneration
Committee (together, the ‘Directors’ Remuneration Report’). The
Act also requires that a resolution be put to Shareholders each
year for their approval of that report. The Directors’ Remuneration
Report can be found on pages 78 to 84 of the Annual Report.
Resolution 2 is an advisory vote only and the Directors’ entitlement
to remuneration is not conditional on it.
Resolutions 3 – 9: Re-election of Directors
The Board has agreed a policy whereby all Directors will seek
annual re-election at the AGM, in accordance with the FRC Code of
Corporate Governance.
The Board believes that each Director seeking re-election continues
to have the requisite skills and experience, and to demonstrate the
necessary commitment, to contribute effectively to the Board. In
addition, the Board confirms that each Non-Executive Director is
able to commit sufficient time to meet their Board responsibilities.
The biographical details of the Directors seeking re-election at the
Meeting are set out on pages 64 to 65 of the Annual Report.
None of the Non-Executive Directors seeking re-election at the
Meeting have any existing or previous relationship, transaction
or arrangement with the Company, nor with any controlling
Shareholder of the Company or any associate of a controlling
Shareholder of the Company, within the meaning of Listing Rule
13.8.17R(1). In considering the independence of the Non-Executive
Directors, the Board has taken into account guidance from the UK
Corporate Governance Code.
Resolution 10: Appointment of the auditors
At each General Meeting at which the Company’s Annual Financial
Statements are presented to its members, the Company is required
to appoint auditors to serve until the next such meeting. The Board,
on the recommendation of the Audit Committee, recommends the
appointment of Grant Thornton UK LLP as auditors of the Company.
Resolution 11: Remuneration of auditors
The remuneration of the Company’s auditors must be fixed by the
Company in a General Meeting or in such manner as the Company
may determine in a General Meeting. This resolution gives
authority to the Directors to approve the terms of engagement and
determine the remuneration of the Company’s auditors.
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Resolution 12: Authority to make political donations
Under the Act, political donations to any political parties,
independent election candidates or political organisations other
than political parties, or the incurring of political expenditure, are
prohibited unless authorised by Shareholders in advance.
As the legislation is capable of wide interpretation, the terms
‘political donation’, a ‘political party’, a ‘political organisation’
or ‘political expenditure’ are not easy to define. For example,
sponsorship, subscriptions, payment of expenses, paid leave
for employees fulfilling public duties, and support for bodies
representing the business community in policy review or reform,
may fall within the scope of these matters.
Therefore, notwithstanding that the Company has not made a
political donation in the past, and has no intention, either now
or in the future, of making any political donation or incurring any
political expenditure, the Board has decided to propose Resolution
12 to avoid running the risk of the Company or its subsidiaries
inadvertently breaching the Act through the undertaking of routine
activities.
As permitted under the Act, this resolution also covers any
political donations made or political expenditure incurred by any
subsidiaries of the Company. This resolution caps the amount of
all forms of political donations and expenditure that the Company
and its subsidiaries would be permitted to make at an aggregate of
£50,000.
Resolution 13: Authority to allot Ordinary Shares
The purpose of this resolution is to give the Directors authority to
allot shares in place of the existing authority approved at the Annual
General Meeting of the Company held on 27 November 2024, which
expires at the end of the 2025 Annual General Meeting.
The authority in paragraph (a) of the resolution will allow the
Directors to allot new shares and grant rights to subscribe for,
or convert other securities into, shares up to a nominal value of
£3,513,556.50 (representing 14,054,226 Ordinary Shares), which is
equivalent to approximately one third of the total issued Ordinary
Share capital of the Company as at 15 October 2025, which is the
latest practicable date prior to publication of this Notice.
In accordance with institutional guidelines issued by the Investment
Association, paragraph (b) of Resolution 13 will allow Directors
to allot, including the Ordinary Shares referred to in paragraph
(a) of Resolution 13, further of the Company’s Ordinary Shares
in connection with a pre-emptive offer by way of a rights issue
to Ordinary Shareholders up to a maximum nominal amount of
£7,027,113.25 representing approximately two thirds (66.67%) of the
Company’s existing issued Ordinary Share capital and calculated
as at 15 October 2025 (being the latest practicable date prior to
publication of this document).
The Company does not currently hold any shares in treasury.
The Board believes it is in the best interests of the Company to
have these authorities so that the Board can allot securities at short
notice and without the need to hold a General Meeting.
The authorities sought in paragraphs (a) and (b) of resolution 13 are
without prejudice to previous allotments made under such existing
authorities.
The authorities will only be valid until the conclusion of the next
Annual General Meeting of the Company to be held in 2026 or 25
February 2027, whichever is earlier.
Special resolutions
Resolution 14: Authority to disapply pre-emption rights
At the Annual General Meeting held on 27 November 2024, the
Directors were given the authority to issue equity securities of
the Company and sell treasury shares in exchange for cash until
the 2025 Annual General Meeting. Resolution 14 renews this
authority allowing Directors to issue equity securities and to sell
treasury shares for cash on a non-pre-emptive basis: (i) to Ordinary
Shareholders in proportion to their existing shareholdings and to
holders of other equity securities as required by the rights of those
securities, or as the Directors consider necessary, and to deal with,
among other things, treasury shares, fractional entitlements and
legal and practical problems in any territory, for example, in the
case of a rights issue or other similar share issue; and (ii) otherwise,
up to an aggregate nominal amount of £527,033.50 (representing
2,108,134 Ordinary Shares). This number represents approximately
5% of the issued share capital as at 15 October 2025, the latest
practicable date prior to publication of this Notice.
The Directors believe that this resolution will assist them in taking
advantage of business opportunities as they arise.
The Company does not currently hold any shares in treasury.
These authorities are without prejudice to allotments made under
previous authorities and will only be valid until the conclusion of
the next Annual General Meeting to be held in 2026 or 25 February
2027, whichever is earlier.
Resolution 15: Additional authority to disapply pre-
emption rights for purposes of acquisitions or capital
investments
On 5 May 2016, the Pre-emption Group published a monitoring
report on the implementation of its 2015 Statement of Principles
for Disapplying Pre-emption Rights and a recommended template
resolution for disapplying pre-emption rights. The template
recommends companies request authority to disapply pre-emption
rights in respect of the additional 5% to be used when the board
considers the use to be for an acquisition or specified capital
investment in accordance with the 2015 Statement of Principles
as a separate resolution to the disapplication to issue shares on an
unrestricted basis.
Resolution 16 seeks this separate authority. Where the authority
granted under resolution 15 is used, the Company will disclose this
in the announcement regarding the issue, the circumstances that
have led to its use and the consultation process undertaken.
In accordance with the section of the Statement of Principles
regarding cumulative usage of authorities within a rolling three-
year period, the Directors also confirm their intention that (except
in relation to an issue pursuant to resolution 15 in respect of the
additional 5% referred to above) no more than 7.5% of the issued
Ordinary Share capital will be issued for cash on a non-pre-emptive
basis during any rolling three-year period, without prior consultation
with Shareholders.
The Directors believe that this resolution will assist them in taking
advantage of business opportunities as they arise.
These authorities are without prejudice to allotments made under
previous authorities and will only be valid until the conclusion of
the next Annual General Meeting to be held in 2026, or 25 February
2027, whichever is earlier.
04
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Notice of Annual General Meeting continued
Resolution 16: Authority to purchase the Company’s
ownshares
Resolution 16 is a special resolution that will grant the Company
authority to make market purchases of up to 6,324,402 Ordinary
Shares, representing 15% of the Ordinary Shares in issue as at the
date of the Notice.
The Directors have no present intention to exercise the authority
granted by this resolution, but the authority provides the flexibility
to allow them to do so in future. The Directors would not exercise
the authority unless they believed that the expected effect
would promote the success of the Company for the benefit of
its Shareholders as a whole. Any shares bought back will either
be cancelled or placed into treasury at the determination of the
Directors.
The maximum price which may be paid for each ordinary share
must not be more than the higher of (i) 105% above the average of
the mid-market values of the ordinary shares for the five business
days before the purchase is made or (ii) the higher of the price of
the last independent trade and the highest current independent bid
for the Ordinary Shares. The minimum price which may be paid for
each Ordinary Share is £0.25.
This authority shall expire at the Annual General Meeting to be held
in 2026 or on 25 February 2027, whichever is the earlier, when a
resolution to renew the authority will be proposed.
Resolution 17: Notice of General Meetings other than
Annual General Meetings
Under the Act, the notice period required for all General Meetings
of the Company is 21 clear days. Annual General Meetings will
always be held on at least 21 clear days’ notice, but Shareholders
can approve a shorter notice period for other general meetings. At
last year’s Annual General Meeting, Shareholders authorised the
calling of general meetings (other than an Annual General Meeting)
on not less than 14 clear days’ notice, and it is proposed that this
authority be renewed.
Resolutions and important notes
The formal notice convening the Meeting (‘the Notice’) is set out on
pages 144 to 146 of this document and includes explanatory notes
to each of the resolutions to be proposed at the Meeting. There will
be an opportunity for you to raise questions at the Meeting about
the resolutions set out in the Notice and about the business of the
Company.
Further information
Further information relating to the Company and its financial
information can be found in the Company’s Annual Report and
financial statements for the year ended 30 June 2025, which was
circulated at the same time as this Notice and is also available on
the Company’s website at tcs-plc.co.uk
Recommendation
The Board considers that Resolutions 1 to 17 are in the best interests
of the Company and its Shareholders as a whole and recommends
that you vote in favour of such resolutions, as the Directors intend
to do in respect of their own beneficial holdings.
Important notes
The following notes explain your general rights as a Shareholder
and your right to attend and vote at this Annual General Meeting or
to appoint someone else to vote on your behalf.
1. The right to vote at the meeting is determined by reference to
the register of members. Only those Shareholders registered in
the register of members of the Company as at close of business
on Friday 21 November 2025 (or, in the event that the meeting
is adjourned, in the register of members at close of business
on the date which is two days before the date of any adjourned
meeting) shall be entitled to attend or vote at the meeting in
respect of the number of shares registered in their name at
that time. Changes to entries in the register of members after
that time shall be disregarded in determining the rights of any
person to attend or vote (and the number of votes they may
cast) at the meeting.
2. In order to gain admittance to the meeting, members may be
asked to prove their identity.
3. A Shareholder is entitled to appoint one or more persons as
proxies to exercise all or any of his or her rights to attend, speak
and vote at the meeting. A proxy need not be a Shareholder of
the Company. A Shareholder may appoint more than one proxy
in relation to the meeting provided that each proxy is appointed
to exercise the rights attached to a different share or shares
held by him/her. To appoint more than one proxy using a hard
copy proxy form, you will need to complete a separate Form of
Proxy in relation to each appointment. Additional proxy forms
may be obtained by contacting the Company’s registrar at
MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL or you may photocopy the proxy form.
You will need to state clearly on each proxy form the number of
shares in relation to which the proxy is appointed. A failure to
specify the number of shares each proxy appointment relates
to or specifying a number which when taken together with the
number of shares set out in the other proxy appointments is in
excess of the number of shares held by the Shareholder may
result in the proxy appointment being invalid. You can only
appoint a proxy using the procedures set out in these notes.
The appointment of a proxy will not preclude a member from
attending and voting in person at the meeting if he or she
so wishes.
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Town Centre Securities PLC Annual Report and Accounts 2025
4. You can vote either:
• by logging on to https://uk.investorcentre.mpms.mufg.com/
where full instructions can be found; or
• through the Investor Centre app (see notes below); or
• by requesting a hard copy form of proxy directly from
the registrar, MUFG Corporate Markets, by emailing
shareholderenquiries@cm.mpms.mufg.com or calling
on Tel: 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 and 17:30,
Monday to Friday excluding public holidays in England and
Wales; or
• in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with
the procedures set out below; or
• if you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to proxymity.io (see notes below).
For an electronic proxy appointment to be valid, the
appointment must be received by the Company’s registrar by
no later than 11.00am on Friday 21 November 2025 (or in the
event that the meeting is adjourned, no later than 48 hours
(excluding any part of a day that is not a working day) before
the time of any adjourned meeting).
For a hard copy form of proxy to be valid, it must be completed,
signed and sent to the offices of the Company’s registrars,
MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, so as to arrive no later than 11.00am
on Friday 21 November 2025 (or, in the event that the meeting
is adjourned, no later than 48 hours (excluding any part of
a day that is not a working day) before the time of any
adjourned meeting).
Any electronic communication sent by a member to the
Company or the Company’s registrar which is found to contain
a virus will not be accepted by the Company but every effort
will be made by the Company to inform said member of the
rejected communication.
5. If you return more than one proxy appointment, either by paper
or electronic communication, the appointment received last
by the registrar before the latest time for the receipt of proxies
will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities
are open to all Shareholders and those who use them will not be
disadvantaged.
6. The return of a completed proxy form, electronic filing, any
CREST Proxy Instructions or appointment of a proxy via
Proxymity will not prevent a Shareholder from attending the
Meeting and voting in person if he/she wishes to do so. Unless
otherwise indicated on the Form of Proxy, CREST, Proxymity or
any other electronic voting instruction, the proxy will vote as
they think fit or, at their discretion, withhold from voting.
7. Investor Centre is a free app for smartphone and tablet
provided by MUFG Corporate Markets (the Company’s
registrar). It allows you to securely manage and monitor your
shareholdings in real time, take part in online voting, keep your
details up to date, access a range of information including
payment history and much more. The app is available to
download on both the Apple App Store and Google Play, or by
scanning the relevant QR code below.
Alternatively, you may access the Investor Centre via a web
browser at: https://uk.investorcentre.mpms.mufg.com/.
8. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so for the Meeting (and any adjournment of the Meeting) by
using the procedures described in the CREST Manual (available
from www.euroclear.com). CREST Personal Members or other
CREST sponsored members, and those CREST members who
have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message
(a CREST Proxy Instruction) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications, and must contain the information required
for such instructions, as described in the CREST Manual. The
message must be transmitted to be received by the issuer’s
agent (ID RA10) by 11:00am on Friday 21 November 2025. For
this purpose, the time of receipt will be taken to mean the time
(as determined by the timestamp applied to the message by
the CREST Application Host) from which the issuer’s agent is
able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions
to proxies appointed through CREST should be communicated
to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK
& International Limited does not make available special
procedures in CREST for any particular message. Normal
system timings and limitations will, therefore, apply in relation
to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST
member is a CREST personal member, or sponsored member,
or has appointed a voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
04
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Notice of Annual General Meeting continued
11. If you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved
by the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged by
11:00am on 21 November 2025 in order to be considered valid
or, if the meeting is adjourned, by the time which is 48 hours
before the time of the adjourned meeting. Before you can
appoint a proxy via this process you will need to have agreed
to Proxymity’s associated terms and conditions. It is important
that you read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy. An
electronic proxy appointment via the Proxymity platform may
be revoked completely by sending an authenticated message
via the platform instructing the removal of your proxy vote.
12. A Shareholder or Shareholders having a right to vote at the
meeting and holding at least 5% of the total voting rights of
the Company (see note 14 below), or at least 100 Shareholders
having a right to vote at the meeting and holding, on average,
at least £100 of paid share capital, may require the Company to
publish on its website a statement setting out any matter that
such Shareholder(s) propose to raise at the meeting relating
to either the audit of the Company’s accounts (including the
Auditors’ Report and the conduct of the audit) that are to be
laid before the meeting or any circumstances connected with
an auditor of the Company ceasing to hold office since the last
Annual General Meeting of the Company in accordance with
Section 527 of the Act.
Any such request must:
12.1 identify the statement to which it relates, by either setting
out the statement in full or, if supporting a statement
requested by another Shareholder, clearly identifying the
statement which is being supported;
12.2 comply with the requirements set out in note 13 below;
and
12.3 be received by the Company at least one week before
themeeting.
Where the Company is required to publish such a statement on
its website:
12.4 it may not require the Shareholder(s) making the request
to pay any expenses incurred by the Company in
complying with the request;
12.5 it must forward the statement to the Company’s auditors
no later than the time when it makes the statement
available on the website; and the statement may be dealt
with as part of the business of the meeting.
13. Any request by a Shareholder or Shareholders to require the
Company to publish audit concerns as set out in note 12 above:
13.1 may be made either:
13.1.1 in hard copy, by sending it to the Company Secretary, Town
Centre House, The Merrion Centre, Leeds, LS2 8LY; or
13.1.2 in electronic form, by sending it to 0113 234 0442,
markedfor the attention of the Company Secretary,
ortoinfo@tcs-plc.co.uk (please state ‘TCS: AGM’ in the
subject line of theemail);
13.2 must state the full name(s) and address(es) of the
Shareholder(s); and
13.3 (where the request is made in hard copy from or by fax)
must be signed by the Shareholder(s).
14. As at 15 October 2025 (being the last practicable date prior
to the publication of this notice) the Company’s issued share
capital consists of 42,162,679 Ordinary Shares of 25p each,
carrying one vote each. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total voting rights in
the Company as at 15 October 2025 is 42,162,679.
15. Shareholders have the right to ask questions at the meeting
relating to the business being dealt with at the meeting in
accordance with Section 319A of the Act. The Company must
answer any such questions unless:
15.1 to do so would interfere unduly with the preparation for
the meeting or would involve the disclosure of confidential
information;
15.2 the answer has already been given on a website in the
form of an answer to a question; or
15.3 it is undesirable in the interests of the Company or the
good order of the meeting that the question be answered.
16. Where a copy of this Notice is being received by a person who
has been nominated to enjoy information rights under Section
146 of the Act (‘Nominee’):
16.1 the Nominee may have a right under an agreement
between the Nominee and the Shareholder by whom he/
she was appointed, to be appointed, or to have someone
else appointed, as a proxy for the meeting; or
16.2 if the Nominee does not have any such right or does not
wish to exercise such right, the Nominee may have a right
under any such agreement to give instructions to the
Shareholder as to the exercise of voting rights.
The statement of the rights of Shareholders in relation to the
appointment of proxies in notes 3 to 5 above does not apply
to a Nominee. The rights described in such notes can only be
exercised by Shareholders of the Company.
17. Biographical details of all those Directors who are offering
themselves for appointment or reappointment at the meeting
are set out on page 64 and 65 of the Annual Report and
Accounts.
18. A Shareholder which is a corporation may authorise one or
more persons to act as its representative(s) at the meeting. Each
such representative may exercise (on behalf of the corporation)
the same powers as the corporation could exercise if it were an
individual Shareholder, provided that (where there is more than
one representative, and the vote is otherwise than on a show of
hands) they do not do so in relation to the same shares.
19. The following documents will be available for inspection during
normal business hours at the registered office of the Company
from the date of this notice until the time of the meeting.
19.1 copies of the service contracts of the Executive Directors;
and
19.2 copies of the letters of appointment of the Non-Executive
Directors.
20. The information required by Section 311A of the Act to be
published in advance of the meeting, which includes the
matters set out in this Notice and information relating to the
voting rights of Shareholders is available at tcs-plc.co.uk.
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Town Centre Securities PLC Annual Report and Accounts 2025
Investor Information
Registrar
All general enquiries concerning shareholdings in Town Centre
Securities PLC should be addressed to:
Link Group
PXS
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: 0371 664 0300
(Calls are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international rate.
Lines are open from 9.00am–5.30pm, Monday to Friday excluding public holidays in
England and Wales.)
Telephone from outside United Kingdom:
+44 (0) 371 664 0300
Email: shareholderenquiries@linkgroup.co.uk
Website: linkassetservices.com
Dividends
Interim dividend: 2.5p per share paid on 13 June 2025 to
Shareholders on the register on 23 May 2025.
A proposed final dividend of 2.5p per share will be paid on
8January 2026 to shareholders on the register on
19 December 2025
Payment of dividends
Shareholders whose dividends are not currently paid to mandated
accounts may wish to consider having their dividends paid directly
into their bank or building society account. This has a number
of advantages, including the crediting of cleared funds into the
nominated account on the dividend payment date. If Shareholders
would like their future dividends to be paid in this way, they should
complete a mandate instruction available from the registrars.
Under this arrangement tax vouchers are sent to the Shareholder’s
registered address.
Advisors
Independent auditors
BDO LLP
Brokers
Panmure Liberum
Bankers
Lloyds Banking Group Plc
The Royal Bank of Scotland Plc
Svenska Handelsbanken AB (Publ)
Solicitors
DLA Piper UK LLP
Bond Dickinson LLP
TLT LLP
Principal valuers
Jones Lang LaSalle
CBRE
Corporate public relations
MHP Communications
Contact information
Registered office
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Registered number
623364 England
Email
info@tcs-plc.co.uk
Website
tcs-plc.co.uk
Company Secretary
Tom Evans
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Registrar and transfer office
Link Group
Trustees to mortgage debenture holders
Link Market Services Trustees Limited
c/o Apex Corporate Trustees (UK) Limited
6th Floor
125 Wood Street
London
EC2V 7AN
04
SHAREHOLDER INFORMATION
151
Glossary
AGM Annual General Meeting
CVA Company Voluntary Arrangement, a process under UK insolvency law which allows a company to
reschedule its debts with the consent of a specified majority of its creditors.
EPC Energy Performance Certificate
EPRA European Public Real Estate Association
EPRA EPS A measure of EPS designed by EPRA to present underlying earnings from core operating activities
EPRA Guidance The EPRA Best Practices Recommendations Guidelines October 2019
EPRA NTA A measure of NAV designed by EPRA to present the fair value of a company on a long-term basis.
For these purposes, the Group uses EPRA Net Tangible Assets as defined in the EPRA Guidance
EPS Earnings per share calculated as the profit or loss for the period after tax attributable to Shareholders
of the Company divided by the weighted average number of shares in issue in the period
ERV Estimated rental value: the independent valuer’s opinion of the open market rent which, on the date of
valuation, could reasonably be expected to be obtained on a new letting or rent review of a property
GDV Gross Development Value
IFRS International Financial Reporting Standards
LTV Loan-to-value:
• Facility specific – the outstanding amount of a loan as a percentage of property value
• Group LTV – The amount of financial liabilities less cash and cash equivalents (incl.overdrawn
balances) as a percentage of the Group’s total assets less cash and cashequivalents
NAV Net asset value
Net borrowings Total financial liabilities less IFRS 16 lease liabilities and cash equivalents
Net initial yield Annualised net rents on an investment property as a percentage of the investment property valuation
less purchaser’s costs
Post investment yield Annualised net rents on a property as a percentage of the total development costs of aproperty
REIT Real Estate Investment Trust
Reversionary yield ERV on an investment property as a percentage of the investment property valuation less
purchaser’scosts
Total property return
Calculated as the net operating profit and gains/losses from property sales and valuations as a
percentage of the opening portfolio carrying value
Total shareholder return The movement in share price over a period plus dividends paid in the period expressed as a
percentage of the share price at the start of the period
Void rate
The percentage of the portfolio (based on rental and estimated rental value) of units that are not
subject to a lease or an agreement for lease. This measure excludes units that are specifically
held for redevelopment
Weighted average unexpired
lease term
The term to the first tenant break or expiry of the leases in the portfolio weighted by rental value
before rent concessions, also referred to as WAULT
SHAREHOLDER INFORMATION
152
Town Centre Securities PLC Annual Report and Accounts 2025
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Town Centre Securities PLC
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Tel: 0113 222 1234
45 Weymouth Street
London
W1G 8BY
tcs-plc.co.uk
Town Centre Securities PLC Annual Reports and Accounts 2025