REGISTERED NUMBER: 13641526 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2025

FOR

TFF GREENACRES HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

to

7

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

to

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

to

20

DIRECTOR:

H Emery

REGISTERED OFFICE:

Unit C

Millbrook Court

Middlewich

CW10 0GE

REGISTERED NUMBER:

13641526 (England and Wales)

AUDITORS:

Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The director presents his strategic report for the year ended 31st March 2025.

REVIEW OF BUSINESS

During the year the company sold Northern Corrugated Cases Limited. part of the sale was not to use the name Northern Corrugated Cases, hence the new name.

The company is now continuing to trade as an investment company with a portfolio of commercial properties.

PRINCIPAL RISKS AND UNCERTAINTIES

Property Market Risk

The company’s investment properties are carried at fair value based on the director’s assessment . The valuation of commercial property is inherently subject to wider economic conditions, fluctuations in rental demand and property-specific factors. A sustained downturn in the property market may adversely affect the fair value of the portfolio and reduce rental income.

Credit and Tenant Risk

Rental income is dependent on tenants meeting their obligations. Any tenant default or prolonged vacancy could reduce the company’s cash inflows.

Liquidity and Investment Risk

The company holds significant cash balances and minority shareholdings in an unlisted overseas investment. Market movements, foreign exchange exposure and lack of liquidity in unlisted investments may affect the recoverability or value of these assets.

Interest Rate and Cash Management Risk

While the company currently has no external bank debt, returns on surplus cash balances may fluctuate with changes in interest rates. The company monitors rates to ensure appropriate returns are generated on surplus funds.

The director regularly reviews these risks and believes the company is appropriately positioned to manage them.

FUTURE DEVELOPMENTS

Following the disposal of Northern Corrugated Cases Limited during the year , the company is now focused on managing its existing portfolio of investment properties and maintaining its strong financial position. The director intends to continue operating the business in a stable and efficient manner, ensuring that the company is well placed to take advantage of suitable opportunities that may arise in the future.

No significant changes to the company’s activities are currently anticipated.

ON BEHALF OF THE BOARD:

H Emery - Director

28th November 2025

The director presents his report with the financial statements of the company for the year ended 31st March 2025.

DIVIDENDS

The directors have been paid a dividend amounting to £48,000 (2024 £75,294).

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.

DIRECTOR

H Emery held office during the whole of the period from 1st April 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Allens Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H Emery - Director

28th November 2025

Opinion

We have audited the financial statements of TFF Greenacres Holdings Limited (the 'company') for the year ended 31st March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 31st March 2025 and of its profit 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for the directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management and the board of directors about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

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

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

Our procedure to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management and the board of directors concerning actual and potential litigation and claims;

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

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Dean McMullan (Senior Statutory Auditor)

for and on behalf of Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

28th November 2025

TURNOVER

-

240,000

Administrative expenses

21,461

21,349

(21,461

)

218,651

Other operating income

29,167

240,000

OPERATING PROFIT

4

7,706

458,651

Profit on sale of subsidiary

undertaking

5

6,398,740

-

6,406,446

458,651

Income from shares in group undertakings

3,272,946

644,425

Interest receivable and similar income

19,964

9,097

3,292,910

653,522

9,699,356

1,112,173

Gain/loss on revaluation of investment property

165,102

-

9,864,458

1,112,173

Interest payable and similar expenses

6

-

34,277

PROFIT BEFORE TAXATION

9,864,458

1,077,896

Tax on profit

7

47,301

122,220

PROFIT FOR THE FINANCIAL YEAR

9,817,157

955,676

PROFIT FOR THE YEAR

9,817,157

955,676

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,817,157

955,676

FIXED ASSETS

Tangible assets

9

136,243

1,658,747

Investments

10

1,000,100

67,376

Investment property

11

3,500,000

-

4,636,343

1,726,123

CURRENT ASSETS

Debtors

12

37,372

301,560

Cash at bank

7,824,100

771,022

7,861,472

1,072,582

CREDITORS

Amounts falling due within one year

13

9,925

124,450

NET CURRENT ASSETS

7,851,547

948,132

TOTAL ASSETS LESS CURRENT LIABILITIES

12,487,890

2,674,255

CREDITORS

Amounts falling due after more than one year

14

(7,141

)

(7,141

)

PROVISIONS FOR LIABILITIES

15

(44,478

)

-

NET ASSETS

12,436,271

2,667,114

CAPITAL AND RESERVES

Called up share capital

16

60,235

60,235

Fair value reserve

123,826

-

Retained earnings

12,252,210

2,606,879

SHAREHOLDERS' FUNDS

12,436,271

2,667,114

The financial statements were approved by the director and authorised for issue on 28th November 2025 and were signed by:

H Emery - Director

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st April 2023

60,235

1,726,497

-

1,786,732

Changes in equity

Dividends

-

(75,294

)

-

(75,294

)

Total comprehensive income

-

955,676

-

955,676

Balance at 31st March 2024

60,235

2,606,879

-

2,667,114

Changes in equity

Dividends

-

(48,000

)

-

(48,000

)

Total comprehensive income

-

9,817,157

-

9,817,157

Reserves transfer

-

(123,826

)

123,826

-

Balance at 31st March 2025

60,235

12,252,210

123,826

12,436,271

Cash flows from operating activities

Cash generated from operations

1

56,768

482,015

Interest paid

-

(34,277

)

Tax paid

(122,220

)

(28,440

)

Net cash from operating activities

(65,452

)

419,298

Cash flows from investing activities

Purchase of tangible fixed assets

(76,454

)

-

Sale of subsidiary undertaking

5,398,740

-

Interest received

19,964

9,097

Net cash from investing activities

5,342,250

9,097

Cash flows from financing activities

Group loans repaid / (advanced)

1,824,280

(301,561

)

Equity dividends paid

(48,000

)

(75,294

)

Net cash from financing activities

1,776,280

(376,855

)

Increase in cash and cash equivalents

7,053,078

51,540

Cash and cash equivalents at beginning of year

2

771,022

719,482

Cash and cash equivalents at end of year

2

7,824,100

771,022

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

9,864,458

1,077,896

Depreciation charges

14,286

21,133

Gain on revaluation of fixed assets

(165,102

)

-

Sale of fixed asset investment

67,376

-

Profit on sale of subsidiary undertaking

(6,398,740

)

-

Finance costs

-

34,277

Finance income

(3,292,910

)

(653,522

)

89,368

479,784

Increase in trade and other debtors

(37,372

)

-

Increase in trade and other creditors

4,772

2,231

Cash generated from operations

56,768

482,015

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

7,824,100

771,022

Year ended 31st March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

771,022

719,482

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

771,022

7,053,078

7,824,100

771,022

7,053,078

7,824,100

Total

771,022

7,053,078

7,824,100

1.	STATUTORY INFORMATION

TFF Greenacres Holdings 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 Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its 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 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 requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29.

Related party exemption

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.

Significant judgements and estimates

There are no significant judgements or key sources of estimation uncertainty that have a material effect on these financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Motor vehicles

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Financial instruments

The Company holds only basic financial instruments as defined in FRS 102. These comprise cash and cash equivalents, trade debtors, other debtors, amounts due to and from group undertakings, trade creditors and other creditors.

Basic financial instruments are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, in which case the instrument is measured at the present value of the future payments discounted at a market rate of interest. Subsequently, such instruments are measured at amortised cost using the effective interest method, where relevant.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Unlisted investments

Unlisted investments are accounted for at cost less impairment in the individual financial statements.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, deposits with banks and other short term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Balance Sheet, bank overdrafts are shown within borrowings or current liabilities.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method, less any impairment.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st March 2025 nor for the year ended 31st March 2024.

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

2025

2024

Administrative staff

1

1

2025

2024

£

£

Director's remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

14,286

21,132

Auditors' remuneration

2,000

-

Auditors' remuneration for non audit work

5,000

-

5.	EXCEPTIONAL ITEMS

2025

2024

£

£

Profit on sale of subsidiary

undertaking

6,398,740

-

During the year the company disposed of its entire 100% shareholding in Northern Corrugated Cases Limited.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Return on Preference shares

-

34,277

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

2,823

122,220

Deferred tax

44,478

-

Tax on profit

47,301

122,220

UK corporation tax has been charged at 19% .

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

9,864,458

1,077,896

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2024 - 25%)

1,874,247

269,474

Effects of:

Expenses not deductible for tax purposes

-

13,852

Income not taxable for tax purposes

(1,868,990

)

(161,106

)

Depreciation in excess of capital allowances

41,275

-

Change in rate

769

-

Total tax charge

47,301

122,220

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

48,000

75,294

Non equity preference dividends have been paid of £nil (2024 £34,277).

9.	TANGIBLE FIXED ASSETS

Freehold

Motor

property

vehicles

Totals

£

£

£

COST

At 1st April 2024

1,692,706

-

1,692,706

Additions

1,676,151

150,529

1,826,680

Reclassification/transfer

(3,368,857

)

-

(3,368,857

)

At 31st March 2025

-

150,529

150,529

DEPRECIATION

At 1st April 2024

33,959

-

33,959

Charge for year

-

14,286

14,286

Reclassification/transfer

(33,959

)

-

(33,959

)

At 31st March 2025

-

14,286

14,286

NET BOOK VALUE

At 31st March 2025

-

136,243

136,243

At 31st March 2024

1,658,747

-

1,658,747

During the financial year, the Company changed the use of certain owner-occupied properties previously classified as Freehold property to investment properties.