Company registration number 12459906 (England and Wales)
MADHURIMA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
MADHURIMA LIMITED
COMPANY INFORMATION
Directors
J Elliott
P Sekhsaria
C Molyneux
S Kurdikar
Company number
12459906
Registered office
2nd Floor
110 Wigmore Street
London
W1U 3RW
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
Business address
2nd Floor
110 Wigmore Street
London
W1U 3RW
MADHURIMA LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Company statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 30
MADHURIMA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The directors present the strategic report for the year ended 31 March 2026.

Review of the business

The principal revenue of the Group during the year ended 31 March 2026 continued to be that of trading in commodities.

The Group's turnover decreased from £45.8 million in the year ended 31 March 2025 to £44.2 million for the year under review. Despite this decrease in turnover, the gross profit increased to £1.2 million from £1.0 million, reflecting improved margins on trading activities.

The Group's loss before tax increased from £2.2 million to £2.4 million. This increase was primarily driven by:

- Higher employment costs, with wages and salaries increasing from £1.30 million to £1.35 million

- Increased social security costs from £0.1 million to £0.2 million

- Significantly higher directors' pension contributions rising from £16,025 to £70,000

- An increase in administrative expenses from £3.4 million to £3.8 million.

The increase in wages and salaries reflects the Group's continued investment in its healthy food distribution business, Truefield Foods Limited, as the Group expands its focus on distribution and healthcare sectors.

The increase in administrative expenses was partially offset by a reduction in foreign exchange losses from £0.3 million to £0.2 million.

The Group's total assets increased from £17.7 million to £20.8 million during the year, principally due to growth in working capital balances, including an increase in trade debtors from £4.2 million to £6.3 million and higher prepayments and accrued income. Net assets increased from £15.5 million to £20.1 million, primarily reflecting the issue of £7.0 million of new share capital during the year, partially offset by the loss incurred in the period.

The Group continues to maintain a strong liquidity position with bank balances and deposits totalling £10.4 million (2025: £11.2 million).

Principal risks and uncertainties

Market and foreign currency risk

The Group manages market and price risk using its vast experience of the trade. The Group has a vast and detailed knowledge of the cementitious and agricultural commodity markets. The Group reduces the market risk by only operating in back-to-back trades with clients that is has a long and reliable relationship with.

Foreign currency risk is the risk that foreign exchange rates will affect the Group's income. The Group is exposed to currency risk versus the US Dollar given its operations are mostly outside the United Kingdom. However, significant portions of income and expenses are payable/receivable in US Dollars, thereby providing a natural hedge.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. New credit customers are only accepted after they have gone through thorough credit checks.

Key performance indicators

Financial KPIs

The Group has improved its GP margin compared to the previous financial year (2.29% in prior year compared to 2.76% in the current year), reflecting enhanced trading margins despite lower turnover volumes.

Cash outflows from operating activities increased to £7.9 million (2025: £4.0 million outflow), primarily due to the significant increase in working capital requirements.

Current ratio is 28.2 (2025: 8.0) satisfying the Board that the Group has adequate liquid assets to meet its short-term financial obligations.

MADHURIMA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -

On behalf of the board

C Molyneux
Director
15 July 2026
MADHURIMA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activity of the company and group continued to be that of of trading in commodities.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

V Flores
(Resigned 3 March 2026)
J Elliott
P Sekhsaria
C Molyneux
S Kurdikar
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and 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 parent 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 U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

MADHURIMA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements.Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Medium size company exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
C Molyneux
Director
15 July 2026
MADHURIMA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MADHURIMA LIMITED
- 5 -
Opinion

We have audited the financial statements of Madhurima Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprises the group statement of comprehensive income, the parent statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows, and notes to the financial statements, including 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 FRS 102 The Financial Reporting Standard 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 group's and the parent company's affairs as at 31 March 2026 and of the group's and parent's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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, 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 group's and 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.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport 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.

MADHURIMA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MADHURIMA LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 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 directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

Our audit procedures were primarily directed towards testing the accounting systems in operation which we have based our assessment of the financial statements for the year ended 31 March 2026.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

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

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

- The engagement lead ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

- Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

- Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

- Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journals and incorrect revenue recognition.

- Obtaining understanding of the legal and regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included UK Companies Act, tax legislation,data protection, anti-bribery, employment and health and safety.

MADHURIMA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MADHURIMA LIMITED
- 7 -
Audit response to risks identified
Fraud due to management override

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

- Performed analytical procedures to identify any unusual or unexpected relationships.

- Audited the risk of management override of controls, including through testing journal entries for appropriateness

- Assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

- Investigated the rationale behind significant or unusual transactions.

Fraud due to revenue recognition

To address the risk of fraud in revenue recognition, we performed the following procedures:· Conducted revenue testing to verify the occurrence of revenue, and the point in time when the risks and rewards were transferred, for the revenue to be recognised in the year.

- Compared revenue recognised to contractual revenue and reviewed any differences outside of the acceptable difference margin included in the contract.

- Reviewed post year-end income to assess the appropriateness of cut-off.

- Performed completeness testing by performing a reconciliation that all cost of sales orders are matched to an order, and are no cost of sales exist without a matching order.

Irregularities and non-compliance with laws and regulations

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

- Agreeing financial statements disclosures to underlying supporting documentation.

- Reviewing minutes of meetings of those charged with governance.

- Enquiring of management as to actual and potential litigation claims.

- Reviewing correspondence with HMRC.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

MADHURIMA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MADHURIMA LIMITED
- 8 -
Saskia Harrison (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
Accountants
73 Cornhill
London
EC3V 3QQ
15 July 2026
MADHURIMA LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
2026
2025
Notes
£
£
Turnover
3
44,179,863
45,776,357
Cost of sales
(42,959,847)
(44,728,695)
Gross profit
1,220,016
1,047,662
Administrative expenses
(3,772,361)
(3,425,873)
Operating loss
4
(2,552,345)
(2,378,211)
Interest receivable and similar income
7
154,637
162,593
Interest payable and similar expenses
8
(6,815)
(9,934)
Loss before taxation
(2,404,523)
(2,225,552)
Tax on loss
9
-
0
-
0
Loss for the financial year
(2,404,523)
(2,225,552)
Loss for the financial year is all attributable to the owners of the parent company.
MADHURIMA LIMITED
COMPANY STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
2026
2025
£
£
Turnover
42,441,654
45,773,297
Cost of sales
(41,238,591)
(44,720,099)
Gross profit
1,203,063
1,053,198
Administrative expenses
(3,595,252)
(3,276,942)
Operating loss
(2,392,189)
(2,223,744)
Interest receivable and similar income
154,135
162,366
Interest payable and similar expenses
(6,251)
(9,932)
Amounts written off investments
(100,100)
-
Loss before taxation
(2,344,405)
(2,071,310)
Tax on loss
-
0
-
0
Loss for the financial year
(2,344,405)
(2,071,310)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MADHURIMA LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 11 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
10
146,148
170,573
146,148
170,573
Current assets
Stocks
13
114,799
-
Debtors
14
10,164,796
6,297,632
Cash at bank and in hand
10,397,311
11,207,630
20,676,906
17,505,262
Creditors: amounts falling due within one year
15
(732,846)
(2,201,232)
Net current assets
19,944,060
15,304,030
Net assets
20,090,208
15,474,603
Capital and reserves
Called up share capital
19
28,498,005
21,477,877
Profit and loss reserves
(8,407,797)
(6,003,274)
Total equity
20,090,208
15,474,603

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 15 July 2026 and are signed on its behalf by:
15 July 2026
C Molyneux
Director
Company registration number 12459906 (England and Wales)
MADHURIMA LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 12 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
10
118,035
170,573
Investments
11
9,825,950
200,200
9,943,985
370,773
Current assets
Debtors
14
8,538,846
6,302,341
Cash at bank and in hand
9,458,516
11,147,840
17,997,362
17,450,181
Creditors: amounts falling due within one year
15
(688,329)
(2,192,109)
Net current assets
17,309,033
15,258,072
Total assets less current liabilities
27,253,018
15,628,845
Creditors: amounts falling due after more than one year
16
(6,948,450)
-
0
Net assets
20,304,568
15,628,845
Capital and reserves
Called up share capital
19
28,498,005
21,477,877
Profit and loss reserves
(8,193,437)
(5,849,032)
Total equity
20,304,568
15,628,845

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 15 July 2026 and are signed on its behalf by:
15 July 2026
C Molyneux
Director
Company registration number 12459906 (England and Wales)
MADHURIMA LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2024
18,005,655
(3,777,722)
14,227,933
Year ended 31 March 2025:
Loss and total comprehensive income
-
(2,225,552)
(2,225,552)
Issue of share capital
19
3,472,222
-
3,472,222
Balance at 31 March 2025
21,477,877
(6,003,274)
15,474,603
Year ended 31 March 2026:
Loss and total comprehensive income
-
(2,404,523)
(2,404,523)
Issue of share capital
19
7,020,128
-
7,020,128
Balance at 31 March 2026
28,498,005
(8,407,797)
20,090,208
MADHURIMA LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2024
18,005,655
(3,777,722)
14,227,933
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
(2,071,310)
(2,071,310)
Issue of share capital
19
3,472,222
-
3,472,222
Balance at 31 March 2025
21,477,877
(5,849,032)
15,628,845
Year ended 31 March 2026:
Profit and total comprehensive income
-
(2,344,405)
(2,344,405)
Issue of share capital
19
7,020,128
-
7,020,128
Balance at 31 March 2026
28,498,005
(8,193,437)
20,304,568
MADHURIMA LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
- 15 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(7,935,265)
(4,000,229)
Interest paid
(6,815)
(9,934)
Net cash outflow from operating activities
(7,942,080)
(4,010,163)
Investing activities
Purchase of tangible fixed assets
(43,004)
(31,914)
Interest received
154,637
162,593
Net cash generated from investing activities
111,633
130,679
Financing activities
Proceeds from issue of shares
7,020,128
3,472,222
Net cash generated from financing activities
7,020,128
3,472,222
Net decrease in cash and cash equivalents
(810,319)
(407,262)
Cash and cash equivalents at beginning of year
11,207,630
11,614,892
Cash and cash equivalents at end of year
10,397,311
11,207,630
MADHURIMA LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
- 16 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
869,348
(3,859,594)
Interest paid
(6,251)
(9,932)
Net cash inflow/(outflow) from operating activities
863,097
(3,869,526)
Investing activities
Purchase of tangible fixed assets
(834)
(31,914)
Investments in subsidiaries
(9,725,850)
(200,200)
Interest received
154,135
162,366
Net cash used in investing activities
(9,572,549)
(69,748)
Financing activities
Proceeds from issue of shares
7,020,128
3,472,222
Net cash generated from financing activities
7,020,128
3,472,222
Net decrease in cash and cash equivalents
(1,689,324)
(467,052)
Cash and cash equivalents at beginning of year
11,147,840
11,614,892
Cash and cash equivalents at end of year
9,458,516
11,147,840
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 17 -
1
Accounting policies
Company information

Madhurima Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 73 Cornhill, London, United Kingdom, EC3V 3QQ.

The group consists of Madhurima Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

For the financial year ended 31 March 2026, the following subsidiary companies are entitled to exemption from audit of their individual accounts from the parent company guarantee provided by Madhurima Limited under section 479A of Companies Act 2006:

Oak Lane Health Limited (company number 15754898)

Truefield Foods Limited (company number 15883604)

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Madhurima Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 18 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements.Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for trading of cement, agricultural and soft commodities. Turnover is shown net of VAT and trade discounts.

Revenue is recognised when goods are despatched, at which point risk and rewards are transferred to the end customer.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Straight line over 5 years
Fixtures and fittings
25% reducing balance basis
Computers
25% reducing balance basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 19 -
1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 20 -
1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Employee benefits

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

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

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

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

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

MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 22 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Recoverability of investments

The company holds investments in subsidiary undertakings which are carried at cost less any accumulated impairment losses. At each reporting date, management assesses whether there are indicators that the carrying value of investments may not be recoverable. Where impairment indicators are identified, the recoverable amount of the investment is estimated with reference to the higher of value in use and fair value less costs to sell. Determining the recoverable amount requires management to make estimates and assumptions regarding the future financial performance of the investee entities, including forecast revenues, profitability, cash flows, growth rates and discount rates where applicable. Changes in these assumptions could result in a material adjustment to the carrying value of investments within the next financial year. Based on the assessment performed at the reporting date, management has concluded an impairment charge of £100,100 has been recognised in relation to the investment in Oak Lane Health Limited.

3
Turnover and other revenue
2026
2025
£
£
Turnover analysed by class of business
44,179,863
45,776,357
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
220,726
13,061
Europe
5,124,111
20,338,642
Asia
36,634,407
19,736,417
Africa
2,200,619
5,270,760
North America
-
417,477
44,179,863
45,776,357
2026
2025
£
£
Other revenue
Interest income
154,637
162,593
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 23 -
4
Operating loss
2026
2025
£
£
Operating loss for the year is stated after charging:
Exchange losses
134,085
344,859
Fees payable to the group's auditor for the audit of the group's financial statements
40,000
40,000
Non-audit services fees payable to the Group's auditor
78,250
60,654
Depreciation of owned tangible fixed assets
67,430
56,858
Operating lease charges
188,089
190,468
5
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
604,412
566,436
Company pension contributions to defined contribution schemes
70,000
16,052
674,412
582,488
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
200,000
182,500
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Total
18
13
12
12
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
1,349,907
1,296,859
1,109,567
1,183,603
Social security costs
169,568
147,187
144,714
136,744
Pension costs
109,441
39,995
102,974
36,130
1,628,916
1,484,041
1,357,255
1,356,477
7
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
6,873
26,307
Other interest income
147,764
136,286
Total income
154,637
162,593
8
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
564
-
Other interest
6,251
9,934
Total finance costs
6,815
9,934
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 25 -
9
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2026
2025
£
£
Loss before taxation
(2,404,523)
(2,225,552)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
(601,131)
(556,388)
Effects of:
Expenses that are not deductible in determining taxable profit
150,870
109,089
Unutilised tax losses carried forward
521,839
441,064
Permanent capital allowances in excess of depreciation
(209)
(7,979)
Depreciation on assets not qualifying for tax allowances
13,343
14,214
Adjustments in respect of financial assets
(84,712)
-
0
Taxation charge in the financial statements
-
-
10
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 April 2025
203,790
64,355
19,288
287,433
Additions
42,170
-
0
834
43,004
At 31 March 2026
245,960
64,355
20,122
330,437
Depreciation and impairment
At 1 April 2025
77,545
30,466
8,849
116,860
Depreciation charged in the year
56,139
8,472
2,818
67,429
At 31 March 2026
133,684
38,938
11,667
184,289
Carrying amount
At 31 March 2026
112,276
25,417
8,455
146,148
At 31 March 2025
126,245
33,889
10,439
170,573
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
10
Tangible fixed assets
(Continued)
- 26 -
Company
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 April 2025
203,790
64,355
19,288
287,433
Additions
-
0
-
0
834
834
At 31 March 2026
203,790
64,355
20,122
288,267
Depreciation and impairment
At 1 April 2025
77,545
30,466
8,849
116,860
Depreciation charged in the year
42,082
8,472
2,818
53,372
At 31 March 2026
119,627
38,938
11,667
170,232
Carrying amount
At 31 March 2026
84,163
25,417
8,455
118,035
At 31 March 2025
126,245
33,889
10,439
170,573
11
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
9,825,950
200,200
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2025
200,200
Additions
9,725,850
At 31 March 2026
9,926,050
Impairment
At 1 April 2025
-
Impairment losses
100,100
At 31 March 2026
100,100
Carrying amount
At 31 March 2026
9,825,950
At 31 March 2025
200,200
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 27 -
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Oak Lane Health Limited
England & Wales
Residential nursing care facilities
Ordinary
100.00
Truefield Foods Limited
England & Wales
Food distribution business
Ordinary
100.00
Madhurima International FZCO
United Arab Emirates
Trading in commodities
Ordinary
100.00
13
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Finished goods and goods for resale
114,799
-
0
-
0
-
0
14
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,294,194
4,214,118
4,735,197
4,210,781
Amounts owed by group undertakings
-
0
-
0
17,376
8,596
Other debtors
106,637
94,623
96,013
94,073
Prepayments and accrued income
3,763,965
1,988,891
3,690,260
1,988,891
10,164,796
6,297,632
8,538,846
6,302,341
15
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
£
£
£
£
Trade creditors
433,781
1,762,147
416,485
1,762,147
Amounts owed to group undertakings
-
0
-
0
-
0
200
Other taxation and social security
48,257
46,039
39,429
39,126
Other creditors
194,890
342,319
183,165
341,309
Accruals and deferred income
55,918
50,727
49,250
49,327
732,846
2,201,232
688,329
2,192,109
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 28 -
16
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
£
£
£
£
Other creditors
-
0
-
0
6,948,450
-
0
17
Bank and cash equivalents

A fixed deposit of $205,877 is pledged as security in respect of a non-fund-based banking facility provided to Truefield Foods Ltd.

18
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
109,441
39,995

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
28,498,005
21,477,877
28,498,005
21,477,877

On 01 July 2025 and 27 November 2025, 3,570,128 and 3,450,000 Ordinary shares were issued at par respectively.

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

20
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2026
2025
2026
2025
£
£
£
£
Within 1 year
191,713
181,690
191,713
181,690
Years 2-5
228,944
330,499
228,944
330,499
420,657
512,189
420,657
512,189
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 29 -
21
Related party transactions

During the year, £127,627 (2025: £217,358) was donated to India Youth Fund, a charity in which the directors are trustees.

22
Controlling party

The ultimate parent and controlling party is Madhurima International Private Limited, a company registered in India and whose address is 102 Maker Chamber -3 10th Floor, Nariman Point, Mumbai, Maharashtra, 400021.

23
Cash absorbed by group operations
2026
2025
£
£
Loss after taxation
(2,404,523)
(2,225,552)
Adjustments for:
Finance cost
6,815
9,934
Interest receivable and other similar income
(154,637)
(162,593)
Depreciation and impairment of tangible fixed assets
67,430
56,858
Movements in working capital:
Increase in stocks
(114,799)
-
Increase in debtors
(3,867,165)
(3,136,746)
(Decrease)/increase in creditors
(1,468,386)
1,457,870
Cash absorbed by operations
(7,935,265)
(4,000,229)
24
Analysis of changes in net funds - group
1 April 2025
Cash flows
31 March 2026
£
£
£
Cash at bank and in hand
11,207,630
(810,319)
10,397,311
MADHURIMA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 30 -
25
Cash generated from/(absorbed by) operations - company
2026
2025
£
£
Loss after taxation
(2,344,405)
(2,071,310)
Adjustments for:
Finance costs
6,251
9,932
Investment income
(154,135)
(162,366)
Depreciation and impairment of tangible fixed assets
53,373
56,858
Other gains and losses
100,100
-
Movements in working capital:
Increase in debtors
(2,236,506)
(3,141,455)
Increase in creditors
5,444,670
1,448,747
Cash generated from/(absorbed by) operations
869,348
(3,859,594)
26
Analysis of changes in net funds - company
1 April 2025
Cash flows
31 March 2026
£
£
£
Cash at bank and in hand
11,147,840
(1,689,324)
9,458,516
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