REGISTERED NUMBER: 00673744 (England and Wales)

T CHOITHRAM & SONS (LONDON) LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

5

Statement of comprehensive income

8

Balance sheet

9

Statement of changes in equity

10

Notes to the financial statements

11

DIRECTORS:

R P Thanwani

L T Pagarani

K Azad

L Pagarani

SECRETARY:

R P Thanwani

REGISTERED OFFICE:

Unit 5

Silverdale Road

Off Pump Lane

Hayes

Middlesex

UB3 3BL

REGISTERED NUMBER:

00673744 (England and Wales)

AUDITORS:

Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

The directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the company during the year was that of exporting general merchandise. The company's principal subsidiaries trade as an importers, distributors, manufacturers and sellers of foodstuffs.

There have been no changes in the company's activities in the year under review.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The directors report a loss on ordinary activities before taxation of £1,662,175 (2023: £3,476,047), loss after tax was £1,662,175 (2023: £3,138,547). Turnover decreased from £6.66million to £6.20million during the year.

Key performance indicators are turnover, margins and product mix. Non financial indicators are also used including product availability, customer returns and service levels to measure business performance in meeting the needs of our customers.

The directors consider the results for the year to be satisfactory and expect a profitable trading year in 2025, despite the continuing difficult trading conditions in the food industry.

The directors have fostered a working environment where employees have multiple formal and informal avenues for engagement with senior management. The skills base has been developed through a combination of training, internal promotion and external recruitment. Staff turnover rates are monitored.

PRINCIPAL RISKS AND UNCERTAINTIES

The company operates in a sophisticated market and its performance is related to world harvests. It manages this risk by diversified sourcing. It manages the risk of losing key customers by nurturing relationships and providing an enhanced responsive service.

The main financial risks arising from the company's activities are credit risk, interest rate risk, currency risk and liquidity risk. These are monitored by the board of directors.

The company's policy in respect of credit risk is to require appropriate credit checks on new customers before sales are made. The information from these credit ratings is then factored into future dealings with the customers.

The company's policy in respect of interest rate and liquidity risk is to maintain a mixture of long term and short-term debt finance and readily accessible bank deposit accounts to ensure that the group has sufficient funds for operations.

The company's policy in respect of currency risk is to forward purchase currency where appropriate to settle trading transactions and thereby minimise any exchange rate exposure.

SECTION 172(1) STATEMENT

The directors have considered the requirements to section 172(1) and their duty to promote the company in this report, as referenced in the detailed review of the business.

ON BEHALF OF THE BOARD:

L Pagarani - Director

28 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

R P Thanwani

L T Pagarani

K Azad

L Pagarani

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

L Pagarani - Director

28 September 2025

Opinion

We have audited the financial statements of T Choithram & Sons (London) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of comprehensive income, Balance sheet, Statement of changes in equity and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and error, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries to management about their own assessment of the risks of fraud and error;

- the matters discussed among the audit engagement team regarding how and where fraud may occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risk include the following:

- reviewing the financial statement disclosures and testing to supporting documentation;

- performing analytical procedures to identify any unusual or unexpected areas that may indicate risks of material misstatement due to fraud or error;

- addressing the risk of fraud and error through management override of controls, testing the appropriateness of journals, assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

Use of our report

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

Paul Allan BSocSc FCA (Senior Statutory Auditor)

for and on behalf of Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

28 September 2025

TURNOVER

3

6,202,405

6,657,643

Cost of sales

6,015,125

6,520,824

GROSS PROFIT

187,280

136,819

Administrative expenses

49,515

115,313

137,765

21,506

Other operating income

569,849

528,824

Gain/loss on revaluation of investments

(1,300,796

)

(2,694,490

)

OPERATING LOSS

5

(593,182

)

(2,144,160

)

Interest payable and similar expenses

6

1,068,993

1,331,887

LOSS BEFORE TAXATION

(1,662,175

)

(3,476,047

)

Tax on loss

7

-

(337,500

)

LOSS FOR THE FINANCIAL YEAR

(1,662,175

)

(3,138,547

)

FIXED ASSETS

Tangible assets

8

1

1

Investments

9

10,429,714

11,730,510

10,429,715

11,730,511

CURRENT ASSETS

Stocks

10

95,824

200,986

Debtors

11

24,414,286

12,542,105

Cash at bank

439,126

65,132

24,949,236

12,808,223

CREDITORS

Amounts falling due within one year

12

13,562,056

2,599,896

NET CURRENT ASSETS

11,387,180

10,208,327

TOTAL ASSETS LESS CURRENT LIABILITIES

21,816,895

21,938,838

CREDITORS

Amounts falling due after more than one year

13

21,032,271

19,492,039

NET ASSETS

784,624

2,446,799

CAPITAL AND RESERVES

Called up share capital

14

6,100,000

6,100,000

Retained earnings

15

(5,315,376

)

(3,653,201

)

SHAREHOLDERS' FUNDS

784,624

2,446,799

The financial statements were approved by the Board of Directors and authorised for issue on 28 September 2025 and were signed on its behalf by:

L Pagarani - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

6,100,000

(514,654

)

5,585,346

Changes in equity

Total comprehensive income

-

(3,138,547

)

(3,138,547

)

Balance at 31 December 2023

6,100,000

(3,653,201

)

2,446,799

Changes in equity

Total comprehensive income

-

(1,662,175

)

(1,662,175

)

Balance at 31 December 2024

6,100,000

(5,315,376

)

784,624

1.	STATUTORY INFORMATION

T Choithram & Sons (London) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

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

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about T Choithram & Sons (London) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, The Greencliffe Foundation, c/o Natco Cash & Carry, Silverdale Industrial Estate, Silverdale Road, Hayes, London, UB3 3BL.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates.

The directors have also made key assumptions regarding the recoverability of trade debtors and have provided accordingly where necessary, as outlined in note 11.

Stock valuation is reviewed at the end of the year, and key assumptions are made in relation to net realisable values and obsolete or slow-moving stocks. Where necessary the directors include a provision against the stock value, as detailed in note 10.

The directors consider the useful economic life of fixed assets and estimate depreciation accordingly. Depreciation rates are noted in the accounting policies and the depreciation totals for the year are included in note 8.

Turnover

Turnover represents the invoiced value of sales excluding inter-company sales and value added tax.

Turnover is derived from the sale of goods and recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the price is fixed or determinable and the collection of the amount due is reasonably assured.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% of the net book value

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

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

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

88,924

50,715

Middle East

6,113,481

6,606,928

6,202,405

6,657,643

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

62,362

67,633

Social security costs

7,636

7,937

Other pension costs

1,270

1,267

71,268

76,837

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

2024

2023

Sales and administration

2

2

2024

2023

£

£

Directors' remuneration

8,580

8,580

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

£

£

Foreign exchange differences

(59,464

)

11,628

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan

1,068,993

1,331,887

7.

TAXATION

Analysis of the tax credit

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

2024

2023

£

£

Deferred taxation

-

(337,500

)

Tax on loss

-

(337,500

)

Reconciliation of total tax credit included in profit and loss

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

2024

2023

£

£

Loss before tax

(1,662,175

)

(3,476,047

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

(415,544

)

(869,012

)

Effects of:

Expenses not deductible for tax purposes

332,699

673,622

Income not taxable for tax purposes

(142,462

)

(132,206

)

Utilisation of tax losses

225,307

327,596

Adjustments relating to deferred taxation

-

(337,500

)

Total tax credit

-

(337,500

)

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2024

and 31 December 2024

122,572

DEPRECIATION

At 1 January 2024

and 31 December 2024

122,571

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

9.	FIXED ASSET INVESTMENTS

Shares in

group

Listed

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1 January 2024

2,725,000

9,005,510

11,730,510

Revaluations

-

(1,300,796

)

(1,300,796

)

At 31 December 2024

2,725,000

7,704,714

10,429,714

NET BOOK VALUE

At 31 December 2024

2,725,000

7,704,714

10,429,714

At 31 December 2023

2,725,000

9,005,510

11,730,510

Cost or valuation at 31 December 2024 is represented by:

Shares in

group

Listed

undertakings

investments

Totals

£

£

£

Valuation in 2021

-

350,000

350,000

Valuation in 2022

-

1,350,000

1,350,000

Valuation in 2023

-

(2,694,490

)

(2,694,490

)

Valuation in 2024

-

(1,300,796

)

(1,300,796

)

Cost

2,725,000

10,000,000

12,725,000

2,725,000

7,704,714

10,429,714

The company's investments at the Balance sheet date in the share capital of companies include the following:

Natco Foods Limited

Registered office: Unit 2 Swan Business Park, Osier Way, Buckingham, MK18 1TB

Nature of business: Importation and distribution of food

%

Class of shares:

holding

Ordinary

100.00

10.

STOCKS

2024

2023

£

£

Finished goods

95,824

200,986

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,092,377

1,967,871

Other debtors

252,089

348,582

Amounts due from

related undertakings

23,064,856

10,214,669

VAT

2,507

9,983

Prepayments

2,457

1,000

24,414,286

12,542,105

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

761,871

976,773

Amounts owed to group undertakings

3,633,680

1,356,567

Social security and other taxes

728

783

Other creditors

8,506

115,506

Amounts owed to

ultimate parent undertaking

8,119,358

-

Amounts owed to

related related undertakings

1,011,646

119,699

Accrued expenses

26,267

30,568

13,562,056

2,599,896

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amount owed to

related undertakings

21,032,271

19,492,039

21,032,271

19,492,039

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

6,100,000

Ordinary

£1

6,100,000

6,100,000

15.

RESERVES

Retained

earnings

£

At 1 January 2024

(3,653,201

)

Deficit for the year

(1,662,175

)

At 31 December 2024

(5,315,376

)

16.	ULTIMATE PARENT COMPANY

The company's ultimate parent undertaking is The Greencliffe Foundation Limited, a charitable company incorporated in England and Wales.

17.	RELATED PARTY DISCLOSURES

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

Entities with control, joint control or significant influence over the entity

2024

2023

£

£

Amount due from related party

5,124,301

9,001,657

Other related parties (affiliated companies and charities)

2024

2023

£

£

Amount due from related party

17,940,555

1,213,010

Amount due to related party

22,043,917

19,611,737

Transactions with affiliated charities are with The Human Capability Foundation, a charity in which one of the directors is a trustee. At the year end, £21,032,271 (2023: £19,492,039) was owed to the Human Capability Foundation. Transactions with affiliated companies, are transactions with entities outside of the group, but with the same ultimate ownership or management.

18.	POST BALANCE SHEET EVENTS

The following non-adjusting event has happened since 31st December 2024:

- on 20th May 2025, the company lent £18million to Bagnall Energy Limited, a Downing managed fund.