2023-12-31-accounts - The Greencliffe Foundation Ltd

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REGISTERED COMPANY NUMBER: 13494049 (England and Wales) REGISTERED CHARITY NUMBER: 1196347

THE GREENCLIFFE FOUNDATION LTD CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

Berringers LLP Chartered Accountants and Statutory Auditors Lygon House 50 London Road Bromley Kent BR1 3RA

THE GREENCLIFFE FOUNDATION LTD

REPORT OF THE TRUSTEES

for the year ended 31 December 2023

The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the audited consolidated financial statements of the charity for the year ended 31 December 2023. The trustees have adopted the provisions of Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019).

STRATEGIC REPORT

Objectives and aims

The Greencliffe Foundation is a grant-making foundation with the objective of promoting such purposes as are exclusively charitable in accordance with the laws of England and Wales as the trustees may from time to time determine. The Foundation's primary focus is in India and on the issues of:

Mental and physical disabilities
Homelessness
Women’s rights and violence against women
Alcohol and drug addiction
Environmental sustainability and wildlife conservation

Greencliffe Foundation (GF) seeks to build long-term funding relationships with non-governmental organisations (NGOs) in order to improve the lives of individuals and their communities.

The Greencliffe Foundation uses a number of different measures to assess success:
Ensure grantees have been able to carry out their work effectively and in line with what was agreed between themselves and us.
Ensure that work done by grantees can lead to the realisation of people's rights, and can challenge and transform the societal structures that marginalise people.
Ensure that our grantees strive to transfer knowledge and power to the marginalised people that they work with.
• Receive regular progress reports from our grantees which detail the achievements the organisation have had, what feedback the grantees have received from the people they work with, and new ideas for how to develop and refine their work.
Receive continued donations and income in order to secure stability and the ability to provide multi-year grants.
Maintain low costs in order to maximise the funds available for carrying out charitable activities.

The short-term aims of GF are to ensure all of our internal systems and policies are functioning effectively and to develop a portfolio of grantees that we will support in the first of several years. In the initial years, our income will exceed our expenditure, so in the short-term we will also need to identify reliable, low-risk investments to generate income from our cash holdings. Our medium-term aim is to steadily increase our grant expenditure and have 10-20 grantees that we will support with multi-year grants. A long-term goal is to significantly increase our annual level of funding to capable organisations so that our income and expenditure is balanced. Our grant-making activities will increase the capabilities, rights and quality of life for communities that we seek to help.

Achievements and performance

In 2023, our charitable activities were limited by delays in opening a charity bank account. However, our team in India had been identifying grantees and undertaking all the necessary due diligence. In September 2023 our bank account became functional and we were delighted to be able to make our first two grants before the end of the year. Both of these grants went to India-based NGOs working with people with disabilities.

All of our internal systems and policies are functioning effectively and we will continue to monitor their effectiveness as our activities and expenditure increase.

Reserves Policy

The charity is at a very early stage in its planned evolution. The trustees intend for the charity to be able to support long term projects consistently for the duration of gradual processes of structural change over 30-40 years. The charity does not have any public fund-raising activities and is reliant on a small number of private donors whose ability to donate in the future is not guaranteed.

Page 1

THE GREENCLIFFE FOUNDATION LTD

REPORT OF THE TRUSTEES for the year ended 31 December 2023

Developing and expanding our grant-making systems will be a gradual process in which our working relationships with grantees accumulate. Therefore, our grant-making expenditure will be low in the initial years before increasing over the lifetime of the charity. Our income from donations is likely to be higher in the initial years. Therefore, it is prudent for the charity to hold reserves in a variety of lower-risk investments to generate future income for the charity. This will mean income and expenditure will balance out over the long-term rather than the short-term.

It is intended that in the later stages of the charity’s lifecycle, the expenditure will be higher than the income.

Donations received by the charity in 2023 were significantly lower than in the previous year because 2022 included the sizeable one-off donations of the share capital of T. Choithram & Sons (London) Ltd and a property rented by a subsidiary of that company.

Future donations received will depend partly on the business performance of the charity’s trading subsidiaries. Since that business performance is likely to be quite variable, the charity’s treatment of its reserves will need to be flexible to accommodate the variability in the receipt of future donations.

Trustees’ duty to promote the success of the Charity – Section 172 statement

The trustees are the directors of The Greencliffe Foundation and have a duty to promote the success of the Charity and, in doing so, are required by section 172(1) of the Companies Act 2006 to have regard to various specific factors, including:

the likely consequences of decisions in the long term
the need to foster the Charity’s relationships with third-party stakeholders
the impact of the Charity’s operations on the community and environment
the desirability of the Chairty maintaining a reputation for high standard of business conduct.

Financial review

The total reserves at the balance sheet date were £20,349,674 (2022: £20,953,645). The results of T Choithram & Sons (London) Ltd and its subsidiary Natco Foods Ltd are consolidated in the results for the period.

The subsidiary company was donated for zero consideration, the fair value of the net assets on acquisition was included as other income for the Foundation in 2022.

In October 2023, we invested £2m in a one-year Wholesale Finance bond with a fixed interest rate of 6.75%.

Public benefit

The trustees have had regard to Charity Commission guidance on public benefit and consider that the objectives, aims and achievements of the charity described in the report enable it to meet its duty to the Charity Commission as per section 17 of the Charities Act 2011, and to the benefit of the public.

Going concern

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

Future Plans

Our grant-making activities will increase significantly in the next couple of years.

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THE GREENCLIFFE FOUNDATION LTD

REPORT OF THE TRUSTEES

for the year ended 31 December 2023

STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document

The charity is controlled by its governing document, and constitutes a limited company, limited by guarantee, as defined by the Companies Act 2006.

The Greencliffe Foundation is a charitable company limited by guarantee, incorporated in July 2021. The seven trustees are:

N Pagarani L Pagarani D K Pagarani D Pagarani C V Pagarani V R Thanwani M R Thanwani

The trustees are also company directors. Natasha Pagarani is the Foundation's Secretary and the seven trustees jointly manage the foundation, meeting informally on a regular basis to discuss grants, funding and other activities.

The Greencliffe Foundation is the parent charitable company of T.Choithram & Sons (London) Ltd, which is the parent company of Natco Foods Limited, of which Luke Pagarani is Managing Director, Natasha Pagarani is also employed and Davinder Pagarani is engaged as a consultant. Natco Foods Limited is a company based in the UK whose core business is the sourcing, processing and selling of foods from around the world to consumers primarily in the UK.

REFERENCE AND ADMINISTRATIVE DETAILS Registered Company number

13494049 (England and Wales)

Registered Charity number 1196347

Registered office

c/o Natco Cash & Carry Silverdale Industrial estate Silverdale Road Hayes London UB3 3BL

Trustees

N Pagarani L Pagarani D K Pagarani D Pagarani C V Pagarani V R Thanwani M R Thanwani

Auditors

Berringers LLP Chartered Accountants and Statutory Auditors Lygon House 50 London Road Bromley, Kent BR1 3RA

Page 3

THE GREENCLIFFE FOUNDATION LTD

REPORT OF THE TRUSTEES

for the year ended 31 December 2023

STATEMENT OF TRUSTEES' RESPONSIBILITIES

The trustees (who are also the directors of The Greencliffe Foundation Ltd for the purposes of company law) are responsible for preparing the Report of the trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to

select suitable accounting policies and then apply them consistently;
observe the methods and principles in the Charity SORP;
make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business.

The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the trustees are aware:

there is no relevant audit information of which the charitable company's auditors are unaware; and
the trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

AUDITORS

The auditors, Berringers LLP, will be proposed for re-appointment by the members.

Report of the trustees, incorporating a Strategic report, approved by order of the board of trustees, as the company directors, on 23 September 2024 and signed on the board's behalf by:

N Pagarani Trustee

Page 4

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF THE GREENCLIFFE FOUNDATION LTD

Opinion

We have audited the consolidated financial statements of The Greencliffe Foundation Ltd (the parent 'charitable company') and its subsidiary (the ‘group’) for the year ended 31 December 2023 which comprise the Consolidated Statement of financial activities, the group and parent charitable company Balance sheet, the Consolidated Cash flow statement and consolidated notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
give a true and fair view of the state of the group and parent charitable company’s affairs as at 31 December 2023 and of the group’s incoming resources and application of resources, including its income and expenditure, for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 consolidated financial statements, we have concluded that the trustees' 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 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 trustees with respect to going concern are described in the relevant sections of this report.

Other information

The trustees are responsible for the other information. The other information comprises the information included in the Annual report, other than the financial statements and our Report of the independent auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

the information given in the Report of the trustees for the financial year for which the consolidated financial statements are prepared is consistent with the financial statements; and
the Report of the trustees has been prepared in accordance with applicable legal requirements.

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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF THE GREENCLIFFE FOUNDATION LTD

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the trustees.

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

adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of trustees' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of trustees

As explained more fully in the Statement of trustees' responsibilities, the trustees (who are also the directors of the parent charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the group’s and parent charitable 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 trustees either intend to liquidate the group or the parent charitable company or to cease operations, or have no realistic alternative but to do so.

Our responsibilities for the audit of the financial statements

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

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

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

the nature of the industry, control environment and business performance;
results of our enquiries to management about their own assessment of the risks of fraud and error;
the matters discussed among the audit engagement team regarding how and where fraud may occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risk include the following:

reviewing the financial statement disclosures and testing to supporting documentation;
performing analytical procedures to identify any unusual or unexpected areas that may indicate risks of material misstatement due to fraud or error;
addressing the risk of fraud and error through management override of controls, testing the appropriateness of journals, assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF THE GREENCLIFFE FOUNDATION LTD

Use of our report

This report is made solely to the charitable 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 charitable company's members those matters we are required to state to them in an auditors' 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Allan BSocSc FCA (Senior Statutory Auditor) for and on behalf of Berringers LLP Chartered Accountants and Statutory Auditors Lygon House 50 London Road Bromley Kent BR1 3RA

23 September 2024

Page 7

THE GREENCLIFFE FOUNDATION LTD

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT) for the year ended 31 December 2023

Notes
INCOME AND ENDOWMENTS FROM
Donations and legacies
2
Other trading activities
Commercial trading operations
3
Investment income
4
Total
EXPENDITURE ON
Costs of raising funds
Commercial trading operations
3
Charitable activities
Grants
5
Other
6
Total
Net (losses)/gains on investments
12
NET INCOME
OTHER RECOGNISED GAINS/(LOSSES)
Other income arising on consolidation
13
NET MOVEMENT IN FUNDS
RECONCILIATION OF FUNDS
Total funds brought forward
21
TOTAL FUNDS CARRIED FORWARD

Year ended 31
December 2023
Period ended 31
December 2022
Unrestricted
fund
Unrestricted
fund
£
£
42,235
5,750,000
89,568,762
63,245,150
550,620
-
90,161,617
68,995,150
88,024,051
61,403,877
28,494
-
18,553
17,653
88,071,098
61,421,530
(2,694,490)
1,350,000
(603,971)
8,923,620
-
12,030,025
(603,971)
20,953,645
20,953,645
-
20,349,674
20,953,645

The consolidated statement of financial activities includes all gains and losses recognised in the period. All income and expenditure has arisen from continuing activities of the group. The notes to the accounts are shown on pages 12 to 24.

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THE GREENCLIFFE FOUNDATION LTD

CONSOLIDATED AND CHARITY BALANCE SHEET 31 December 2023

Notes FIXED ASSETS Tangible assets 11 Investments Investments 12 Investment property 14 CURRENT ASSETS Debtors: amounts falling due within one year 15 Investments 16 Stocks 17 Cash at bank CREDITORS Amounts falling due within one year 18 NET CURRENT ASSETS Amounts falling due in more than one year 19 Provision for liabilities 20 NET ASSETS FUNDS 21 Unrestricted funds TOTAL FUNDS TOTAL ASSETS LESS CURRENT LIABILITIES	31 December 2023 31 December 2022 Unrestricted fund Unrestricted fund £ £ 2,738,903 2,896,696 9,005,510 11,700,000 5,750,000 5,750,000 17,494,413 20,346,696 23,498,054 18,898,180 2,000,000 - 15,834,624 16,729,755 2,332,521 2,119,799 43,665,199 37,747,734 (12,294,636) (10,707,049) 31,370,563 27,040,685 48,864,976 47,387,381 (28,179,077) (25,819,539) (336,225) (614,197) 20,349,674 20,953,645 20,349,674 20,953,645 20,349,674 20,953,645 Group	31 December 2023 31 December 2022 Unrestricted fund Unrestricted fund £ £ 2,738,903 2,896,696 9,005,510 11,700,000 5,750,000 5,750,000 17,494,413 20,346,696 23,498,054 18,898,180 2,000,000 - 15,834,624 16,729,755 2,332,521 2,119,799 43,665,199 37,747,734 (12,294,636) (10,707,049) 31,370,563 27,040,685 48,864,976 47,387,381 (28,179,077) (25,819,539) (336,225) (614,197) 20,349,674 20,953,645 20,349,674 20,953,645 20,349,674 20,953,645 Group	31 December 2023 31 December 2022 Unrestricted fund Unrestricted fund £ £ - - 15,576,000 15,576,000 5,750,000 5,750,000 21,326,000 21,326,000 2,169,520 1,764,215 2,000,000 - - - 188,757 - 4,358,277 1,764,215 (48,458) (19,104) 4,309,819 1,745,111 25,635,819 23,071,111 - - - - 25,635,819 23,071,111 25,635,819 23,071,111 25,635,819 23,071,111 Charity
	17,494,413 23,498,054 2,000,000 15,834,624 2,332,521	20,346,696 18,898,180 - 16,729,755 2,119,799
	43,665,199 (12,294,636) 31,370,563 48,864,976 (28,179,077) (336,225)	37,747,734 (10,707,049)
		27,040,685
		47,387,381 (25,819,539) (614,197)
	20,349,674	20,953,645
	20,349,674	20,953,645
	20,349,674	20,953,645

The consolidated financial statements were approved by the Board of Trustees and authorised for issue on 23 September 2024 and were signed on its behalf by:

N Pagarani Trustee

Page 9

THE GREENCLIFFE FOUNDATION LTD

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2023

Notes Cash flows from operating activities Cash generated from operations 1 Interest paid Net cash (used in)/provided by operating activities Cash flows from investing activities Purchase of tangible fixed assets Sale of tangible fixed assets Purchase of current asset investments Cash acquired from donation of subsidiary Interest received Dividends received Net cash used in investing activities Cash flows from financing activities Loan repayments New loans in the year Change in cash and cash equivalents in the reporting period Cash and cash equivalents at the beginning of the reporting period Cash and cash equivalents at the end of the reporting period	Year ended 31 December 2023 £ 3,008,938 (2,076,513) 932,425 (454,223) 17,799 (2,000,000) - 21,796 528,824 (1,885,804) (1,535,000) 2,701,101 1,166,101 212,722 2,119,799 2,332,521	Period ended 31 December 2022 £ (1,963,994) (981,055)
		(2,945,049)
		(619,131) 1,775 - 1,105,264 82,500 417,653
		988,061
		(2,199,040) 6,275,827
		4,076,787

		2,119,799 -
		2,119,799

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THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 December 2023

1. RECONCILIATION OF NET INCOME TO NET CASH FLOW FROM OPERATING ACTIVITIES

Adjustments for:
Depreciation charges
(Profit)/loss on disposal of fixed assets
Loss/(gain) on revaluation of fixed assets
Finance costs
Interest received
Dividends received
Donated assets
Decrease/(increase) in stocks
Decrease/(increase) in debtors
Increase in creditors
Net cash (used in)/provided by operations
Net income for the reporting period (as per the Statement of
financial activities)

Year ended 31
December
2023
Period ended
31 December
2022
£
£
(603,971)
8,923,620
598,593
495,876
(4,376)
50
2,694,490
(1,350,000)
2,076,513
981,055
(21,796)
(82,500)
(528,824)
(417,653)
-
(5,750,000)
895,131
(3,842,129)
(2,902,815)
(7,289,143)
805,993
6,366,830
3,008,938
(1,963,994)

2. ANALYSIS OF CHANGES IN NET FUNDS

Net cash Cash at bank Net debt Debts falling due within 1 year	At 1.1.23 £ 2,119,799 2,119,799 (10,707,049) (10,707,049)	Cash flow At 31.12.23 £ £ 212,722 2,332,521 212,722 2,332,521 (1,587,587) (12,294,636) (1,587,587) (12,294,636)

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THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2023

1. ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements of the parent charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)', Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, with the exception of investments which are included at market value. The presentational currency of the group financial statements is the Pound Sterling (£).

Preparation of the accounts on a going concern basis

Consolidated financial statements

The financial statements consolidate the results of the charity and its wholly owned subsidiary T Choithram & Sons (London) Ltd on a line-by-line basis. The results of T Choithram & Sons (London) Ltd, also include the results of its wholly owned subsidiary Natco Foods Ltd. Subsidiaries are fully consolidated from the date on which control is transferred to the group (1[st] March 2022).

A separate Statement of Financial Activities and Income and Expenditure Account for the charity has not been presented because the charity has taken advantage of the exemption as permitted by Companies Act 2006, s.408.

Fund accounting

Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees.

Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes.

Further explanation of the nature and purpose of each fund is included in the notes to the financial statements.

Income

All income is recognised in the Statement of Financial Activities once the charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably. The following specific policies are applied to particular categories of income:

Income from donations or grants is recognised when there is evidence of entitlement to the gift, receipt is probable and its amount can be measured reliably.
Income from trading activities relates to the turnover from the wholly owned subsidiary and relates to exporting of general merchandise. Turnover is derived from the sale of goods and recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the price is fixed or determinable and the collection of the amount due is reasonably assured.

Expenditure

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources.

These notes form part of these financial statements Page 12

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

Taxation

The charity is exempt from corporation tax on its charitable activities. The wholly owned subsidiary has a legal obligation to donate its taxable profits to the parent charity, therefore no Corporation Tax is payable in the subsidiary.

Deferred tax has been provided for in the subsidiary company and is recognised in respect of all timing differences at the reporting date. Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

Deferred tax is recognised when income or expenses from a subsidiary or associate have been recognised, and will be assessed for tax in a future period, except where:

the group is able to control the reversal of the timing difference; and
it is probable that the timing difference will not reverse in the foreseeable future.

A deferred tax liability or asset is recognised for the additional tax that will be paid or avoided in respect of assets and liabilities that are recognised in a business combination. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.

Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. Deferred tax assets and deferred tax liabilities are offset only if:

the company has a legally enforceable right to set off current tax assets against current tax liabilities, and - the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling (£) at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result in the period in which they arise.

Functional currency and presentation currency

The financial statements are presented in sterling (£), the currency of the primary economic environment in which the company operates (its functional currency).

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in the Statement of Financial Activities.

Tangible fixed assets

Depreciation is provided in the subsidiary company at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. Leasehold & freehold premises - 0 - 10% on cost Plant and machinery - 15 - 25% on net book value Office equipment - 20% of the net book value Motor vehicles - 25% of the net book value

Tangible fixed assets, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

These notes form part of these financial statements

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THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'other operating income or losses' in the statement of comprehensive income.

Impairment of assets

At each reporting date, fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

Hire purchase and leasing commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the leased asset to the group. All other leases are classified as operating leases.

Stocks

Stocks are valued at the lower of cost and net realisable value. Cost is calculated as follows:

Raw materials - Cost of purchase on first in, first out basis.
Work in progress and finished goods - Cost of raw materials and labour together with attributable overheads.
Net realisable value is based on estimated selling price less further costs to completion and disposal.

Debtors

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

Cash and cash equivalents

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 bank overdrafts. Bank overdrafts and short term trade loans, when applicable, are shown within borrowings in current liabilities.

Creditors

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

The company provides for annual leave accrued by employees as a result of services rendered in the current period, and which employees are entitled to carry forward and use within the next 12 months. The provision is measured at the salary cost payable for the period of absence.

Significant judgements and estimates

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

The directors have also made key assumptions regarding the recoverability of trade debtors and have provided accordingly.

Stock valuation is reviewed at the end of the year, and key assumptions are made in relation to net realisable values and obsolete or slow-moving stocks. Where necessary, the directors include a provision against the stock value, as detailed in note 17.

The directors consider the useful economic life of fixed assets and estimate depreciation accordingly. Depreciation rates are noted in the accounting policies and the depreciation totals for the year are included in note 11.

These notes form part of these financial statements Page 14

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

2. DONATIONS AND LEGACIES

Donations	Year ended 31 December 2023 £ 42,235	Period ended 31 December 2022 £ 5,750,000

The donation in the prior year relates to a gift of an investment property from T Choithram International SA, a connected party due to mutual control.

3. GROUP UNDERTAKINGS

The consolidated financial statements include the results of the below group undertaking, T Choithram & Sons (London) Ltd, which were acquired upon donation of the share capital on 1 March 2022, along with its 100% owned subsidiary, Natco Foods Ltd.

Turnover Investment income Expenditure Profit for the period Other recognised gains Profit for the financial year Donations Deferred tax Distributions (Gift Aid) Net income for the year	T Choithram & Sons (London) Ltd Year ended 31 December 2023 £ 6,657,643 528,824 (7,968,024) (781,557) (2,694,490) (3,476,047) - (337,500) - (3,138,547)	Natco Foods Ltd Year ended 31 December 2023 £ 82,992,449 344 (79,177,015)
		3,815,778 -
		3,815,778 1,638,315 59,528 2,148,068
		(30,133)

The figures above detail the amounts per the individual company financial statements. The income is adjusted upon consolidation due to intercompany sales and purchases of £81,330. Total expenditure, including donations and deferred tax, has been adjusted by the intercompany sales and purchases, plus an adjustment for rent due to the parent charity of £400,000.

4. INVESTMENT INCOME

Rents received Bond interest Deposit account interest Dividends received	Year ended 31 December 2023 Period ended 31 December 2022 £ £ -- 21,452 - 344 - 528,824 - 550,620 - Group	Year ended 31 December 2023 Period ended 31 December 2022 £ £ 400,000 200,000 21,452 - - - - - 421,452 200,000 Charity

These notes form part of these financial statements

Page 15

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 December 2023

5. GRANTS PAYABLE

5.	GRANTS PAYABLE
				Year ended 31	Period ended 31
				December 2023	December 2022
				£	£
	Grants			28,494	-
6.	SUPPORT COSTS
		Finance		Other	Totals
			£	£	£
	Other resources expended		-	18,553	18,553
	The breakdown of support costs is shown in	the table below:
				Year ended 31	Period ended 31
	Cost type			December 2023	December 2022
				£	£
	Finance			-	-
	Other
	Audit and accountancy			9,500	8,500
	Legal and professional fees			9,053	9,153
				18,553	17,653
				Year ended 31	Period ended 31
				December 2023	December 2022
				£	£
	Fees payable to the Charity's auditors for the	audit
	of the financial statements			8,500	7,500
7.	NET INCOME/(EXPENDITURE)
	Net income/(expenditure) is stated after charging/(crediting):
				Year ended 31	Period ended 31
				December 2023	December 2022
				£	£
	Auditors remuneration - parent charity			8,500	7,500
	Expenditure charged in subsidiary company:
	Depreciation - owned assets			598,593	579,254
	- assets held under finance leases			-	4,103
	(Profit)/loss on disposal of fixed assets			(4,376)	-
	Foreign exchange differences			14,237	(207,974)
	Auditors' remuneration - audit services			15,900	14,855
	Auditors' remuneration - non-audit services			15,900	14,855
	Operating lease rentals - land & buildings			1,200,000	997,750
	Stock recognised as an expense during the year			66,371,936	54,391,532
				68,220,690	55,801,875

These notes form part of these financial statements Page 16

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

8. EMPLOYEES AND DIRECTORS

Wages and salaries Social security costs Other pensions costs Directors' remuneration	Year ended 31 December 2023 £ 4,730,751 443,059 97,572 5,271,382 Year ended 31 December 2023 £ 21,080 21,080	Period ended 31 December 2022 £ 3,679,134 363,212 80,079 4,122,425 Period ended 31 December 2022 £ 17,567
		17,567

There were no employees of the parent charity who received emoluments of more than £60,000.

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

Production and warehosue Sales and administration	Year ended 31 December 2023 Period ended 31 December 2022 139 92 44 41 183 133

Staff costs and average number of employees relates to employees and directors of the trading subsidiary, and its wholly owned subsidary.

9. TRUSTEES' REMUNERATION AND BENEFITS

There were no trustees' remuneration or other benefits for the period ended 31 December 2023 nor for the period ended 31 December 2022 paid via the charity.

In the trading subsidiary, L Pagarani receives remuneration solely for his role solely as a director of the trading subsidiary (2023: £12,500, 2022: £12,500). No remuneration is related to his role as a Trustee of the charity.

Trustees' expenses

There were no trustees' expenses paid for the year ended 31 December 2023 nor for the period ended 31 December 2022.

These notes form part of these financial statements Page 17

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 December 2023

10. COMPARATIVES FOR THE STATEMENT OF FINANCIAL ACTIVITIES

INCOME AND ENDOWMENTS FROM Donations and legacies Other trading activities Commercial trading operations Total EXPENDITURE ON Costs of raising funds Commercial trading operations Charitable activities Other Total Net gains on investments NET INCOME OTHER RECOGNISED GAINS/(LOSSES) Other income arising on consolidation NET MOVEMENT IN FUNDS RECONCILIATION OF FUNDS Total funds brought forward TOTAL FUNDS CARRIED FORWARD	Period ended 31 December 2022 Unrestricted fund £ 5,750,000 63,245,150
	- 68,995,150 61,403,877 17,653
	61,421,530 1,350,000
	8,923,620 12,030,025
	20,953,645 -
	20,953,645

These notes form part of these financial statements Page 18

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

11. TANGIBLE FIXED ASSETS

GROUP

Leasehold & freehold premises £ 3,409,387 7,393 -	Plant & machinery £ 7,940,963 317,415 -	Office equipment £ 2,181,327 72,428 -
3,416,780	8,258,378	2,253,755
2,470,989 212,442 -	6,329,868 295,417 -	1,956,332 52,197 -
2,683,431	6,625,285	2,008,529
733,349	1,633,093	245,226
938,398	1,611,095	224,995

12. FIXED ASSET INVESTMENTS

FIXED ASSET INVESTMENTS
GROUP MARKET VALUE At 1 January 2023 Revaluations At 31 December 2023 NET BOOK VALUE At 31 December 2023 At 31 December 2022 Cost or valuation at 31 December 2023 is represented by: Valuation in 2021 Valuation in 2022 Valuation in 2023 Cost	Listed investments £ 11,700,000 (2,694,490)
	9,005,510
	9,005,510
	11,700,000
	Listed investments £ 350,000 1,350,000 (2,694,490) 10,000,000
	9,005,510

These notes form part of these financial statements Page 19

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

12. FIXED ASSET INVESTMENTS (Continued)

CHARITY - SHARES IN GROUP UNDERTAKINGS MARKET VALUE At 1 January 2023 And at 31 December 2023 NET BOOK VALUE At 31 December 2023 At 31 December 2022	Unlisted investments £ 15,576,000
	15,576,000
	15,576,000
	15,576,000

There were no investments outside of the UK.

At the balance sheet date, the charity's investments in the share capital of companies include the

T Choithram & Sons (London) Ltd

Registered office: Unit 5 Silverdale Road, Off Pump Lane, Hayes, Middlesex, UB3 3BL Nature of business: exportation of general merchandise.

% Class of shares: holding Ordinary 100.00

The subsidiary company T Choithram & Sons (London) Ltd also has investments at the balance sheet date in the share capital of the following company:

Natco Foods Ltd

Registered office: Unit 2 Swan Business Park, Osier Way, Buckingham, MK18 1TB Nature of business: Importation and distribution of food

% Class of shares: holding Ordinary 100.00

13. ACQUISITIONS

The acquisition of T Choithram & Sons (London) Ltd occurred on 1st March 2022, when T Choithram International SA donated 100% of the share capital to The Greencliffe Foundation Ltd. T Choithram & Sons (London) Ltd owns 100% of the share capital in Natco Foods Ltd, which has been included in the acquisition. There was no consideration paid, and therefore no goodwill arising on consolidation. The gain made by the charity in the year comprises of the fair value of the net assets on acquisition:

Consideration paid: Fair value of net assets on acquisition: Gain on consolidation	- 12,030,025
	12,030,025

The results of T Choithram & Sons (London) Ltd and its wholly owned subsidiary are detailed in note 3.

These notes form part of these financial statements Page 20

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

14. INVESTMENT PROPERTY

GROUP AND CHARITY

FAIR VALUE At 1 January 2023 At 31 December 2023 NET BOOK VALUE At 31 December 2023 At 31 December 2022	£ 5,750,000
	5,750,000
	5,750,000
	5,750,000

The investment property was donated to The Greencliffe Foundation Ltd by T Choithram International SA, a connected party due to mutual control. The valuation at the date of donation was carried out by an independent surveyor, with professional qualifications and experience. The valuation of the investment property has not, in the Trustees opinion, changed materially since the date of the donation.

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Trade debtors Other debtors Amounts due from related undertakings VAT Prepayments	Year ended 31 December 2023 Period ended 31 December 2022 £ £ 12,129,486 9,411,389 597,323 520,185 10,471,990 8,774,931 9,983 6,138 289,272 185,537 23,498,054 18,898,180 Group	Year ended 31 December 2023 Period ended 31 December 2022 £ £ - - - - 2,148,068 1,762,764 - 1,451 21,452 - 2,169,520 1,764,215 Charity

16. CURRENT ASSET INVESTMENTS

Unlisted investments	Year ended 31 December 2023 Period ended 31 December 2022 £ £ 2,000,000 - 2,000,000 - Group

These notes form part of these financial statements Page 21

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

17. STOCKS

Raw materials Work-in-progress Finished goods	Year ended 31 December 2023 Period ended 31 December 2022 Year ended 31 December 2023 Period ended 31 December 2022 £ £ £ £ 1,833,286 4,258,962 - - 60,060 58,978 - - 13,941,278 12,411,815 - - 15,834,624 16,729,755 - - Group Charity	Year ended 31 December 2023 Period ended 31 December 2022 Year ended 31 December 2023 Period ended 31 December 2022 £ £ £ £ 1,833,286 4,258,962 - - 60,060 58,978 - - 13,941,278 12,411,815 - - 15,834,624 16,729,755 - - Group Charity
		-

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans and overdrafts Other loans Trade creditors Social security and other taxes VAT Other creditors Amount owed to related undertakings Accrued expenses	Year ended 31 December 2023 Period ended 31 December 2022 £ £ - 162,254 2,776,951 2,412,733 7,611,043 6,441,048 300,646 232,850 19,300 - 162,936 118,857 1,260,309 940,370 163,451 398,937 12,294,636 10,707,049 Group	Year ended 31 December 2023 Period ended 31 December 2022 £ £ - - - - - - - - 19,300 - - - 19,658 10,604 9,500 8,500 48,458 19,104 Charity

The amounts included as owed to related undertakings relate to amounts owed by the trading subsidiaries to entities with mutual management.

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Amount owed to related undertakings	Year ended 31 December 2023 Period ended 31 December 2022 £ £ 28,179,077 25,819,539 28,179,077 25,819,539 Group	Year ended 31 December 2023 Period ended 31 December 2022 £ £ - - - - Charity

The amounts included as owed to related undertakings relate to amounts owed by the trading subsidiaries to a charity with trustees in common.

These notes form part of these financial statements Page 22

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

20. PROVISIONS FOR LIABILITIES

			Group	Group			Charity	Charity
		Year ended 31		Period ended			Year ended 31	Period ended
		December		31 December			December	31	December
		2023			2022		2023		2022
		£			£		£		£
	Deferred taxation	336,225			614,197		-		-
	Group
				Deferred tax
					£
	At 1 January 2023				614,197
	Credit to statement of
	comprehensive income during				(277,972)
	year
	Balance at 31 December 2023				336,225
21.	MOVEMENT IN FUNDS
							Net movement
					At 1.1.23		in funds		At 31.12.23
					£		£		£
	Unrestricted funds
	General fund				20,953,645		(603,971)		20,349,674
	TOTAL FUNDS				20,953,645		(603,971)		20,349,674
	Net movement in funds, included in the above		are as follows:
							Other
		Incoming			Resources		recognised		Movement
		resources			expended		gains/(losses)		in funds
		£			£		£		£
	Unrestricted funds
	General fund	90,161,617			(88,071,098)		(2,694,490)		(603,971)
	TOTAL FUNDS	90,161,617			(88,071,098)		(2,694,490)		(603,971)
	Comparatives for movement in funds
							Net movement
					At 1.3.22		in funds		At 31.12.22
					£		£		£
	Unrestricted funds
	General fund					-	20,953,645		20,953,645
	TOTAL FUNDS					-	20,953,645		20,953,645
	Net movement in funds, included in the above		are as follows:
							Other
		Incoming			Resources		recognised		Movement
		resources			expended		gains/(losses)		in funds
		£			£		£		£
	Unrestricted funds
	General fund	68,995,150			(61,421,530)		13,380,025		20,953,645
	TOTAL FUNDS	68,995,150			(61,421,530)		13,380,025		20,953,645

These notes form part of these financial statements

Page 23

THE GREENCLIFFE FOUNDATION LTD

NOTES TO THE FINANCIAL STATEMENTS - continued for the year ended 31 December 2023

22. RELATED PARTY DISCLOSURES

Group


	Gro	up	Charity
	Year ended 31	Period ended 31	Year ended 31	Period ended 31
	December 2023	December 2022	December 2023	December 2022
	£	£	£	£
Entities (and affiliates) with control, joint control or		significant influence over the entity
Rent payable	-	-	400,000	200,000
Gift aid donation	-	-	2,148,068	1,562,764
Amount due from related party	-	-	2,148,068	1,562,764
	-	-	4,696,136	3,325,528
Key management personnel (including directors)
Loans received	-	40,000	-	-
Loans repaid	(35,000)	-	-	-
Interest	(40,257)	(63,820)	-	-
Salaries	(151,080)	(120,000)	-	-
Amount due to related party	(1,094,018)	(2,236,650)	-	-
	(1,320,355)	(2,012,830)	-	-
Close family of key management personnel
Loans received	320,000	100,000	-	-
Interest	(58,864)	(3,358)	-	-
Amount due to related party	(1,682,932)	(156,083)	-	-
	(1,421,796)	(59,441)	-	-
Other related parties (affiliated companies and charities)
Donations	1,605,000	-	5,000	-
Sales	407,310	561,447	-	-
Loan received	-	27,071,611	-	-
Interest accruing	1,931,827	947,301	-	-
Amount due from related party	10,471,990	9,192,861	-	-
Amount due to related parties	(29,300,030)	(26,784,701)	(19,657)	(10,604)
	(14,883,903)	10,988,519	(14,657)	(10,604)

23. GRANTS

Total grants in 2023 approved by the Foundation were £28,494 (2022: £nil). These were made up as follows:

Institution	£
Snehadhara Foundation	14,252
Sristi Foundation	14,242

These notes form part of these financial statements Page 24