REGISTERED NUMBER: 00053615 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Surmah Valley Tea Company Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Directors' Responsibilities Statement

8

Independent Auditors' Report

9

Statement of Comprehensive Income

14

Balance Sheet

16

Statement of Changes in Equity

18

Notes to the Financial Statements

19

Reconciliation of Equity

39

Reconciliation of Profit

41

DIRECTORS:

S A Walker

K B Coombs

N V Hindia

M Rahman

N U Ahmed

SECRETARY:

N V Hindia

REGISTERED OFFICE:

Wrotham Place

Bull Lane

Wrotham

Near Sevenoaks

Kent

TN15 7AE

REGISTERED NUMBER:

00053615 (England and Wales)

SENIOR STATUTORY AUDITOR:

Makhan Chahal, FCA

INDEPENDENT AUDITORS:

Deloitte LLP

Statutory Auditor

London

United Kingdom

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS, FUTURE DEVELOPMENTS AND KEY PERFORMANCE INDICATORS

The Company continues to operate as a grower and manufacturer of tea in Bangladesh and is expected to do so in the future. The results for the year and the financial position of the Company are as shown in the attached financial statements.

In 2024 tea production was 2.1 mkg (31 December 2024: 2.4 mkg), sales volume 2.7 mkg (31 December 2024: 2.4 mkg), revenue £3.3m (31 December 2024: £2.9m) and operating loss £0.3m (31 December 2024: loss £0.8m).

Management reviews monthly reports with a range of financial and other indicators to monitor the performance of its operations. This includes data on sales prices and volumes, costs of production and crop volumes against budget and on a per unit basis. Rainfall and other climate data are also considered.

2025 saw a 13% decline in production for our estate crop compared to the previous year. The reduction was primarily due to weather variability, quality made tea production and other external challenges that impacted yield during key periods of the growing season. Despite this, long-term trends remain encouraging, as the estate continues to benefit from past investments in replanting and infilling. These efforts have strengthened the foundation for future growth, and overall production in Bangladesh has shown a steady upward trajectory over recent years.

Increased crop among many producers and continued growth in the smallholder sector, the Bangladeshi tea market remained well-supplied in 2025. Nonetheless, the overall gains seen by individual estates took place within a context of increasing national production. Bangladesh's total tea production reached 94.93 mkg in 2025, up from 93.04 mkg in 2024. According to the Bangladesh Tea Board, this increase was uneven and largely driven by regional weather differences: irregular rainfall reduced yields in key producing areas such as Sylhet and Chattogram, while more favorable conditions in the northern regions (bought leaf sector) boosted overall production. The bought leaf sector, which remains unregulated, continues to expand annually and plays an increasingly significant role in national output.

Higher carry-forward stocks from 2024, along with steady production levels among several producers, led to an oversupplied market. This oversupply, along with weaker demand for older season stock, was offset by strong demand for current season quality tea and the introduction of new auction floor prices, resulting in a 20% increase in our average selling price compared to the previous year.

In August 2023 the government established a Minimum Wage Board for the tea industry and announced that wage increases from 2024 would be at 5% per annum effective in August each year for the following five years. This provided some stability to costs.

Planting activities in 2025 was reduced due to limited funds and the effects of dry, hot weather during the planting period, which constrained our ability to carry out planting. There was no uprooting activity during the year. Additionally, the area uprooted for future planting was also reduced strategically to avoid crop loss.

The start to the new season appears to be progressing in line with expectations. The market, however, had limited volumes of last year's carry-forward stocks, which were realized at the minimum floor prices. The new season quality teas are achieving better prices in the market, and this trend is expected to continue throughout the season.

Higher finance costs in 2025 resulted from increased borrowings and higher interest rates. This trend is expected to persist through 2026. The weakening of the Bangladesh Taka against the British Pound persisted throughout 2024 and into 2025, impacting reported results and exacerbating losses during a period of low sales prices and increasing costs.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company grows and manufactures tea in Bangladesh, and is a wholly owned subsidiary of Camellia Plc and as such the principal risks and uncertainties, key performance indicators, strategy and business model are in line with those of the group as a whole as disclosed in respect of Agriculture. A review of the principal risks and uncertainties, strategy and business model of the Camellia Plc group can be found in Camellia Plc's Annual Report and Accounts.

The nature of the Company's principal activity is such that the Board takes a long-term view on its operations. The Board receives monthly data on sales prices and volumes, cost of production and crop yields against budget. Rainfall and other climate data are also reviewed.

SECTION 172(1) STATEMENT

This section 172 statement should be read in conjunction with this Strategic Report and the Statement of Directors' Responsibilities.

In performing their duty under section 172(1)(a) to (f) of the Companies Act 2006, the Directors have acted in a way that they have considered, in good faith, to promote the success of the Company as a whole, taking into account that it is a wholly owned subsidiary within the Camellia Plc group.

The Company's operations have expertise in crop development and invest in social and environmental initiatives as part of their long-term investment decisions to mitigate the impact of climate change and support the community. Operating companies foster relationships with stakeholders through regular interactions with suppliers, customers and government bodies.

The Group Guiding Principles (GGPs) establish standards expected across the Group in areas including employee wellbeing, environment, financial crime, health and safety, human rights, quality and traceability, whistleblowing, tax and modern slavery.

The GGPs are principles-based rather than prescriptive, recognising the operational autonomy of operating companies and the diversity of jurisdictions in which they operate. They reinforce the alignment between purpose, culture, risk management and operational practice and establish a coherent governance baseline across the Group, while allowing local boards to implement policies and procedures appropriate to their legal and socio-political context.

Responsibility for achieving required legal compliance lies with the boards and management teams of the respective operating companies. Operating companies are best positioned to identify relevant needs and implement processes that allow them to operate legally, responsibly, and ethically over the long term.

Details of the Section 172 statement for the Camellia Plc group can be found in Camellia Plc's 31.12.25 annual report.

CORPORATE GOVERNANCE

The Board comprises five directors, one of whom is an executive director, three are non-executive directors and one is an independent non-executive director. The Board met throughout the year. Members of the Board also liaised throughout the year with the shareholder.

The Company's operations are exclusively undertaken in Bangladesh and as such it has not adopted a UK corporate governance code. No board committees have been constituted. The management of the day to day operation of the business is managed by Duncan Brothers (Bangladesh) Limited, and is subject to local laws and regulations.

The Directors, through the Company's managing agent Duncan Brothers (Bangladesh) Limited, continue to have regard to the interests of the Company's employees and other stakeholders. The Company is a member of the Bangladesh Tea Association (Bangladeshiyo Cha Sangshad) and through that forum engages with the Bangladesh Cha Sramik Union, which represents tea workers, and Bangladesh Tea Estates Staff Association, which represents clerical staff.

The Board also regularly considers the views of its principal stakeholders and how to engage with them. The stakeholder voice is brought into the boardroom throughout the annual cycle through information provided by presentations, meetings and operational visits.

ON BEHALF OF THE BOARD:

M Rahman - Director

16 July 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of growing and manufacturing tea in Bangladesh.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

A statement on future developments is included in the strategic report.

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

S A Walker has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

K B Coombs - appointed 1 January 2025

N V Hindia - appointed 1 January 2025

M Rahman - appointed 1 January 2025

S Moorshid - appointed 1 January 2025

N U Ahmed - appointed 1 June 2025

S Moorshid ceased to be a director after 31 December 2025 but prior to the date of this report.

FINANCIAL RISK MANAGEMENT

The Company's exposure to financial risks, including liquidity risk, credit risk and cash flow risk, is

consistent with that of the Camellia Plc Group. Details are set out in the Group Annual Report and,

where applicable, in the notes to these financial statements.

GOING CONCERN

The Directors, at the time of approving the financial statements, considered the Company's business activities together with the main trends and factors likely to affect the Company, and the most recent business performance of the Company.

The Directors have considered the current trading environment, including the potential impact of the conflicts in Ukraine and Israel on the business over the next 15 months. The Board has also assessed the implications of changes to global tariffs and concluded that, while the effects remain uncertain, they are not expected to have a materially adverse impact on the Company, as all produce is sold within the domestic market of Bangladesh.

A range of variables that could affect revenue, profits, and cash flows has been considered. Given the nature of the business and our experience of trading through similar geopolitical disruptions, the Directors expect the business to continue operating broadly in line with current performance.

We have modelled various severe but plausible scenarios using assumptions including the combined effect of reduced sales volumes and sales prices for tea during 2026 and into 2027. The revenue and operational impact of such volume and price reductions would have a substantially negative impact on Company profitability.

Historically in the tea sector, restrictions on, or reductions in the supply of tea, have led to higher selling prices. However, for prudence for the purposes of our downside scenario planning, we have not reflected increased selling prices for tea nor any significant reduction to our operating cost base.

Lawrie Group plc confirmed that it will continue to support the Company up to a maximum funding limit of £2.5m, to enable it to continue trading in a reasonable worst case scenario for a period lasting at least 12 months from the date of approving these financial statements.

Under both the base case and the downside scenarios, the Company is expected to have sufficient headroom relative to the funding available to it.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approving the financial statements. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.

INSURANCE

Camellia Plc purchases insurance to cover its Directors and officers, and those of its subsidiaries in respect of legal actions against them in their capacity as Directors of the Company. All Directors have access to independent professional advice at the Company's expense.

REVIEW OF BUSINESS

The Company undertakes its principle activities through a branch in Bangladesh.

EMPLOYEES

The Company's policy is to consult and discuss with employees on any matters likely to affect their interests. It is also company policy that due consideration be given to employment applications received from disabled persons and to give employees who become disabled every opportunity to continue their employment. Information on matters of concern to employees is given through regular bulletins, notices and briefings, in order to achieve a common awareness of the financial and economic factors affecting the performance of the Company.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The ultimate parent company (Camellia Plc) undertook a process for re-tendering the Group audit during 2025 in order to be prepared to transition in time for the 2026 audit. After reviewing the proposals and meeting with the teams, the board of directors of Camellia Plc decided and approved BDO as the Group auditor from the 2026 audit onwards. Accordingly, Deloitte LLP will resign as auditors of the company once the year end 31 December 2025 audit has been concluded, and will not be seeking reappointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Rahman - Director

16 July 2026

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 "Reduced Disclosure Framework". 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 UK 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 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.

Report on the Audit of the Financial Statements

Opinion

In our opinion, the financial statements of Surmah Valley Tea Company Limited (the 'company'):

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework"; and

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

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the balance sheet;

- the statement of changes in equity; and

- the related notes 1 to 24.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We 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 Financial Reporting Council's (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. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

- Obtaining the latest cash flow forecasts of the Company and assessing the reasonability of the assumptions that management have used in their cash forecasts based on actual outcome post year end;

- Reviewing copies of existing and new overdraft and short-term loan facilities and assessing the Company's cash forecasts against available facilities;

- Reviewed the letter of support provided by the parent company and assessed the business rationale and ability of the parent entity to provide this support;

- Evaluating each of the sensitivities adopted by management and assessing downside scenarios of cash headroom over the forecast period by performing our own sensitivity analyses to gain adequate assurance regarding the solvency of the Company over the going concern review period; and

- Assessing the adequacy of the financial statement disclosures in relation to going concern.

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 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included:

UK Companies Act 2006

Pensions regulations

Tax legislation

- 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. These included:

Food safety act (1990)

Data protection Act

Employment laws

Health and Safety Act 1974

Bribery Act

We discussed among the audit engagement team including relevant internal specialists such as tax, and pensions specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address are described below:

Revenue Recognition

The entity is a grower and manufacturer of tea in Bangladesh, and its sales are made through auction. We have identified a fraud risk in relation to inappropriate cut-off of revenue recognition around the balance sheet date.

In addressing the risk of fraud on revenue recognition, we have performed the following procedures:

- We reviewed and assessed commercial arrangements to determine the correct point of revenue recognition of different type of shipments.

- We performed detailed cut-off testing of revenue transactions during the period either side of the balance sheet date with reference to the relevant terms of business, dispatch or delivery documentation as appropriate.

- We examined material journal entries that were posted to revenue accounts and obtained supporting evidence to test the appropriateness of revenue recognition.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

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

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

- enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Makhan Chahal, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London

United Kingdom

16 July 2026

TURNOVER

5

3,955,026

3,274,438

Cost of sales

(3,971,938

)

(3,342,688

)

GROSS LOSS

(16,912

)

(68,250

)

Administrative expenses

(189,826

)

(215,683

)

(206,738

)

(283,933

)

Other operating income

24,873

(12,213

)

OPERATING LOSS

(181,865

)

(296,146

)

Profit/loss on sale of

investments

7

-

1,016,285

(181,865

)

720,139

Income from fixed asset investments

-

62,935

Interest receivable and similar income

188,045

137,388

Other finance income

22

624

-

6,804

920,462

Interest payable and similar expenses

8

(238,645

)

(230,869

)

Other finance costs

22

-

(68

)

(LOSS)/PROFIT BEFORE TAXATION

9

(231,841

)

689,525

Tax on (loss)/profit

10

(253,455

)

(78,296

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(485,296

)

611,229

OTHER COMPREHENSIVE LOSS

Items that will not be reclassified to profit or loss:

Post employment benefit obligations

(8,044

)

15,719

Deferred tax

2,011

(3,929

)

Income tax relating to items that will not be reclassified to profit or loss

-

-

(6,033

)

11,790

Item that may be reclassified subsequently to profit or loss:

Foreign exchange translation differences

(449,716

)

(323,108

)

Income tax relating to item that may be reclassified subsequently to profit or loss

-

-

(449,716

)

(323,108

)

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX

(455,749

)

(311,318

)

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(941,045

)

299,911

FIXED ASSETS

Owned

Tangible assets

11

4,943,318

5,320,407

Right-of-use

Tangible assets

11, 18

104,383

119,878

Investments

12

1,676

1,842

5,049,377

5,442,127

CURRENT ASSETS

Stocks

13

400,495

1,034,217

Debtors

14

2,029,477

1,997,929

Cash at bank

381,310

314,043

2,811,282

3,346,189

CREDITORS

Amounts falling due within one year

15

(2,640,032

)

(2,761,051

)

NET CURRENT ASSETS

171,250

585,138

TOTAL ASSETS LESS CURRENT LIABILITIES

5,220,627

6,027,265

CREDITORS

Amounts falling due after more than one year

16

(111,640

)

(127,717

)

DEFERRED TAX

19

(891,906

)

(756,698

)

PENSION (LIABILITY)/ASSET

22

(14,407

)

869

NET ASSETS

4,202,674

5,143,719

CAPITAL AND RESERVES

Called up share capital

20

500,004

500,004

Share premium

21

4,996

4,996

Retained earnings

21

3,697,674

4,638,719

SHAREHOLDERS' FUNDS

4,202,674

5,143,719

The financial statements were approved by the Board of Directors and authorised for issue on 16 July 2026 and were signed on its behalf by:

M Rahman - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

500,004

4,338,808

4,996

4,843,808

Changes in equity

Total comprehensive income

-

299,911

-

299,911

Balance at 31 December 2024

500,004

4,638,719

4,996

5,143,719

Changes in equity

Total comprehensive loss

-

(941,045

)

-

(941,045

)

Balance at 31 December 2025

500,004

3,697,674

4,996

4,202,674

1.	PROVISIONS

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

2.	GENERAL INFORMATION

The Company is a private company limited by shares, registered in England and Wales and incorporated under the Companies Act. The Company's registered number and registered office are set out at page 2.

3.	ACCOUNTING POLICIES

Basis of preparation

Transition to FRS 101

This is the first period in which the company has prepared its financial statements in accordance with FRS 101. Previously, the financial statements were prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS).

The transition to FRS 101 was effective from 1 January 2024, which is the start of the earliest period presented. The company has adopted FRS 101 to take advantage of the reduced disclosure exemptions available to qualifying entities, thereby simplifying its financial reporting requirements.

The change in accounting framework has been applied retrospectively. No adjustments to the financial position, or financial performance, were required as a result of this transition, as the accounting policies applied under FRS 101 are consistent with those previously applied under IFRS, except for the reduced disclosure exemptions taken.

The IFRS to FRS 101 Reconciliations of Equity and of Profit are set out after these Notes to the Financial Statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Property, plant and equipment is shown at cost less subsequent depreciation and impairment.Cost includes expenditure that is directly attributable to the acquisition of these assets. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation of assets is calculated to write off their cost less residual value on a straight line basis over their expected useful lives.

Rates of depreciation are:

Biological assets (Bearer plants)

28 to 50 years

Buildings

5 to 40 years

Plant and machinery

15 years

Vehicles

8 years

Fixtures, fittings, tools and equipment

10 to 20 years

No depreciation is provided on bearer plants until maturity when commercial levels of production have been reached. No depreciation is provided on assets under the course of construction until they are brought into use.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is included in the statement of comprehensive income.

Costs in respect of operating leases are charged to the statement of comprehensive income on a straight line basis over the lease term.

Financial assets

Financial assets

The company classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The company's accounting policy for each category is as follows:

Fair value through profit or loss

The company does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.

Amortised Cost

These assets arise principally from the provision of goods to customers (e.g. trade debtors), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions for current and non-current trade debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the statement of comprehensive income. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

From time to time, the company elects to renegotiate the terms of trade debtors due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the statement of comprehensive income (operating profit).

The company’s financial assets measured at amortised cost comprise trade and other debtors and cash and cash equivalents in the balance sheet. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and, for the purpose of the statement of cash flows where presented, bank overdrafts. Bank overdrafts are shown within 'Creditors: amounts falling due within one year' on the balance sheet.

Stocks

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

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

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

Foreign currency translation

The presentation currency of the Company is pounds sterling, the currency of the country in which the Company is incorporated. The operations of the Company are based in Bangladesh and the functional currency is Bangladesh takas. The statement of comprehensive income and cash flows are translated into pounds sterling at average exchange rates for the year and balance sheet items are translated at exchange rates ruling at the balance sheet date. Exchange differences arising from translation of the net investment in the foreign operation are taken to shareholders' equity.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Employee benefit costs

The Company partakes in both defined benefit and defined contribution pension schemes.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate fund.

A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The pension cost for defined benefit schemes is assessed in accordance with the advice of qualified independent actuaries using the "projected unit" funding method.

The liability recognised in the Balance Sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. Independent actuaries calculate the obligation annually using the "projected unit" funding method. Actuarial gains and losses arising from experience adjustments and changes in actuarial adjustments are recognised in full in the period in which they occur, they are not recognised in the Income Statement and are presented in the Statement of Comprehensive Income.

The estimated monetary liability for employees' accrued annual leave entitlement at the balance sheet date is recognised as an accrual.

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue to operate for the foreseeable future and for at least 12 months from date of approval of these financial statements. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Borrowings

Interest bearing bank loans and overdrafts are initially recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the income statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

Share capital

Ordinary shares are classified as equity.

Exceptional items

Exceptional items are those significant items which are separately disclosed by virtue of their size or incidence to enable a full understanding of the Company's financial performance.

4.	ACCOUNTING JUDGEMENTS AND ESTIMATION UNCERTAINTY

In the view of the Directors, apart from those involving estimations (which are presented separately below), no critical judgements have been made in the process of applying the Company's accounting policies which have a significant effect on the amounts recognised in the financial statements.

Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting will, by definition, seldom equal the actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below.

(i) Retirement benefit obligations

Pension accounting requires certain assumptions to be made in order to value obligations and to determine the impact on the Income Statement. These figures are particularly sensitive to assumptions for discount rates, life expectancy and inflation rates. Details of assumptions made and sensitivity analysis are given in the employees benefits note to the accounts.

5.

TURNOVER

Revenue from contracts with customers

All revenue is derived from tea sales in Bangladesh and is recognised at a point in time.

6.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

1,641,836

1,698,960

Other pension costs

8,169

117,843

1,650,005

1,816,803

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

31.12.25

31.12.24

Production

3,135

3,127

Management and administration

11

11

3,146

3,138

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

The Directors received no emoluments during the year from the Company (31 December 2024: £nil) as they are remunerated by other group companies.

7.	EXCEPTIONAL ITEMS

31.12.25

31.12.24

£

£

Profit/loss on sale of

investments

-

1,016,285

On 30 October 2024, the Company entered into an agreement to dispose of its holdings in its Bangladeshi associates of the Camellia Group. Following receipt of regulatory approval, the Company completed the disposal of its entire holdings via block trades executed on the Dhaka Stock Exchange on 10 and 11 November 2024.

Disposal proceeds

Profit on disposal

£

£

United Finance Limited

1,279,675

1,016,285