rdtc: Thomas Holdjng! Limited

SIT.tegi~nort, S£port of the Directors and

Financial Statements for the Year Ended 31~tMarch ZOJJ!..

Income Statement Summeries 15

Notes 10 the FlnaneJal Slalemen" 12

Notes to the Statemcnr of CaSh Flews II

Statement of Cash Flows 10

Statement of Changes In Equity 9

Statement of FinancJnlPosltlon 8

Statement of Profit or Loss dnd Other ComprehensiveIncome 7

Report oftbe Independent Auditors S

Report of the Direclors 3

Strategic Report 2

Company Information

Page

Contents of !lIlt)'I". "til!lStatemenlsfor' the YCl\J'J~nd~d31st March 2018

prj" ThQm!l~'foldings Limited

Page I

Hewson& Howson Statutory Auditors8 Shepcote Office VillageShepeote LaneSheffieldSouth YorkshireS9JTG

AUDITORS:

03564422 (EngJ'!J1dand Willes)REGISTERED NUMBER:

Unit 2.9Goldthorp. Industrial Estate­GoldthorpcRotherbamSouth yorkshireS(l39BL

REGISTE·REDOFl<ICE:

RN GhosalS SthanunathanS Vaidya

DIRECfORS:

.!.Junl!anv Inform.liollfor thc. Yenr !iJ!.!U!g 31st March 2018

Price ThQmas Holdings Limited

1"ge2

1(P-OS'-I'b......................... ' "'.Dale:

R N Ghosal- Director

The detailed strategic review is included in the consolidated group accounts.

ONBEHALF OF TJlli BOARD:

The principal activity of the company was thaI of 8holding company.

SW!(cglc RepoOror the rur £ndcd_Jlst Marth ZOlS

PrlC:c Th0013$ Floldings Linlited

Page)

STA l'EMENT ASTO DISCLOSURE OF lNFORMAnON TO AUDITORSSo far as the directors are aware, ihere is no relevant audit information (as defined by Seelion 418 of tho Companies Act2006) of which the company's auditors are unaware, and each director has taken aU the steps that he OUghi 10bave lBkenas 8 director in order 10 make himself aware of any relevant audit information and to establish Ihal the company'saudllOrs are aware oflha, infonnation.

The directors are responsible for keeping adequate accounting records thaI are sufficient to show and explain thecompany's transactions and disclose with reasonable accuracy at any lime the financial position of the company andenable them to ensure thai the financial statements comply with the Companies Act 2006, They arc also responsible forsafeguarding the assets of the company and hence for taking reasonable steps for the prevention and deteetion of fraudand other irregularities.

select suitable accounting policies and then apply Ihem consistently;make judgements and accounring estimates that ore reasonable and prudent;prepare the financial statements on the going concern basis unless il is inappropriate (0 presume tl131the company willcontinue in business.

Company low requires the directors to prepare fiuancial sta tements Coreach financial year, Under that law the directorshave elected to prepare the financial statemenls in 3ccondance with International Financial Reponing Standards asadopted by the European Union. Under company law the directors must nOI approve the [maneial statements unless theyare satisfied that they give a true and fair view of the siate of affairs of thc company and of the profit or loss of thecompany for Ihat period. In preparing these financial statements, the directors are required 10:

8TA'fEM'ENTOF DTRECfORS' RESPONSIBILITIESThc directors are responsible for preparing the Strategic Report, the Report of the Directors and the financia! statementsin accordance with applicabte Lawand regulations.

K Datta ' resigned 151Juno 20178 Vaidya - appointed 20th February 20L8

Other changes in directors holding office arc as fellows:

RNGho~alS StlUlnunathan

DIRECTORSThe directors shown helow have held office during the whole of the period from lSI April 2017 to the dale oflhis repon,

The tOI.1disuibution of dividends for the year ended 31st Marcb 2018 will he £7 I5.038,

The directors recommend that 00 final dividend be paid,

£1R.87

- 14th July 2017- 21Sl December 2017

£12.26£6.60

DlvrnENDSInterim dividends per share were paid as follows:

The direclors present their report with the financial statements of the company for the year ended 3 Ist March 2018,

Repon or the Directorsfor th~ Y~.r Ended 31stMarch 2011

Prise Thom .. Holding! I,hnited

Pagc4

Dale: .. I~ ..-::.~.f..::..\~ .

R N Ghosal - Director

ON BEHALF OF THE BOAR»:

AUDITORSThe auditors, Hewson & Howson Sl.IlutOryAuditors, will be propose" for ",-appointment ., the forthcoming AnnualGeneral Mechng.

Report of the Directors&:,.Ihc Year Ended 315tMurch 2mS

('doe Thomas Hold;ngs Limited

PageS

Opinion on other matters prescribed by the Companies Act 2006InOur opinion, based on the worl<undertaken in the course of Ibe audit:

\.he informatica given in lb. Strategic Report and the Repor1 of the Directors (or the financial year for whicb thefinancial stetements are prepared is consistent with the finoncinl statements; andthe Strategic Rcport nnd Ihe Report of lbe Directors hove been prepared in accordance with applicable legalrequirements.

In connection with our audit of tbe financial statements, our responsibility is to read tbe other information and, in doingso, consider whether the other information is materially inconsistent with the financial statements or Our knowledgeobtained in the audit or cuierwisc appears to be materially misstated. IL based On the work wc have performed, weconclude that there is a material misstatement of Ibis other information, we are required 10 report that fact. We havenothing to report in this regard.

Our opinion on the financial stateroents does net cover the other infonnation and we do not express any fonn ofassurance conclusion thereon.

Other InformationThe directors are responsible Corthe other information, The other information comprises the Information in the StrategicReport and the Report of the Directors, but does not include the financial statements and our Report of the Auditorsthereon.

Conclusions relating to going concernWe bave nothing to report in respect of the following matters in relation to which the ISA, (UK) require us to report toyou where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements is nOIappropriate; orthe directors have not disclosed in the financial statemems any identified material uncertainties thai may castsignificant doubt about tho company's ability 10 Continue to adopl lhe going concern basis of aceouuting for a periodof at least twelve months from the date when the financial statemems arc authorised for issue.

Basis (Dr opinionWe conducted our audit in accordance with International Sl:lnrlords on Auditing (UK) (lSAs (UK» and applicable law.Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of Olefinancial statements section of our report, We arc independent of the company in accordance with the ethicalrequirements that are relevant to Our audit of the financial statements in Ibe UK, including Ole FRC's Ethical Standard,lind we have fulfillcd our other cthiC<lIresponsibilities in accordance with these requirements. We believe that tho uuditevidence we have obtained is sufficient and appropriate lO provide a basis for OUI opinion.

In our opinion the.financial stAtements:give a true and fair view of the stare of the company's alToi", as at 31st March 2018 and of its profit for the year Ihenended;

- have been properly prepared in accordance with !FRSs as adopled by the European Union; and- have been prepared in accordance with the requirements oftbe Companies Act 2006.

This report is made solely 10 the eompany's members, as a body, in acconIanee with Chaplet 3 of Part 16 of !heCompanies Act 2006. Our audil work has been undertaken so Ihat wc might stale to the company's members thosematters we are required 10 state to them in a Report of th. Audilors and for DO other purpose. To the fullest extentpermitted by law, we do not aCC<:»1or assume responsibility 10 anyone other than the company and the company'smembers as a body, (or our uudit work, for this report, or for the opintons we have formed.

OpinionWe have audited the finaucial statements of Price Thomas Holdings Limited (the 'company') for the year ended31s1 March 2018 which comprise Ihe Statement of Profit 01' Loss And Other Comprehensive Income, the Statement ofFinancial Position, the Statement or Changes in Equity, tho Statement of Cash Flows and Notes to the Statement of CashFlows, Notes to the Filloucial Statements, including n summary of significant accounting policies. The Bnancialreporting framework that has been applied in their preparation is applicable law and International Financial ReportingStandards (!FRSs) as adopted by O,eEuropean Union.

Senort orrhe Lndeprnd.nl Auditors 10 Ihe Members ofPri~ Thom"" Holdings Limiled

Page 6

Ian Hewson (Senior Statutory Auditor)for and on behalf of Hewson & Howson Statutory Auditors8 Sbepcote Office VilloseShepcote LaneSheffieldSouth YorkshireS9lTG

Date: ..'.t.!.f. I!..I.. .

A funher description of our responsibilities far the audh of ~le financial statements is located on uie Financial ReponingCouncil's website at www.frc.org.uk/nuditorsrcspansibilitlcs.l11is description forms par1 of our Report of the Audilors.

Our rcsponslbillties for the nudit of Ihe financial statementsOur objectives are 10 obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue 8 Report of the Auditors thai includes out opinion.Reasonable assurance is 3 high level of assurance. but is not. guarantee thal an audit conducted in accordance with[SAs (UK) ...'ill always detect. material misstatement when it exists. Misstatements can arise from fraud or error and arcconsidered material if. individually or in the aggregate. they could reasonably be expected 10 influence the economicdecisicns of'users taken on the basis ofthcsc financial statements,

In preparing the financial statements, the directors arc responsible for assessing the company's ability to continue as 8going concern, disclosing, as applicable, matters related 10 going concern and using the going COncern basis ofaccounting unless the direetors either intend (0 liquidate the company Or to cease operations, or have no realisticalternative but to do so.

Rcsponslbilities of directorsAs explained mote fully in the Statement of Directors' Responsibilities SeL out On page three, the directors arcresponsible for the preparation of the financial statements nod for being satisfied that they give a true and fair view, andfor such internal control as the directors determine necessary to enable the preparation of fi1lllneial statements that arcfree from material misstatement, whether due"10 fraud or error.

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

adequate accounting records have nOI been kepi, or returns adequate for our audit have noi been received frombranches not visited by us; Orthe financial statements arc not in agreement with the accouDlingrecords and returns; orcertain disclosures of directors' remuneration specified by law are not made; orwe have not received all tbe information and explanations we require for our audit,

Matlers Onwhich we arc required to reportby exceptionIn the light of tbe knowledge Andunderstanding of the company and its environment obtained in the course of the audit,we have not identified material misstatements in the Strategic Repon or theReport of the Directors.

Report ofthelndependenl Auditors to tbeMemben ofPrice"Thomas lIolrlln&$Limited

Page 7

The notes form part of these financial statements

336,133731,625

(10,876)

(10,876)

4 742,50} 336,133

731,625 336,133

5

731,625 336,133

Period1.1.16to

31.3.17e

Year Ended3l.3.18

£Notes

TO'rAL COMPREHENSIVE INCOMEFORTREYEAR

PROFIT FOR THE YEAROTHER COMPREllENSlVE INCOME

Income tax

PROFIT BEFORE lNCOME TAX

Finance income

OPERATING LOSS

Administrative expenses

CONTINUINGOPERATIONSRevenue

Statement of Profit qr Loss :and Other COlnprehr.nsh'e InOODlewe the Year Ended Ufl I.\lMcll2018

Price Thomas .Ioldings Limited

and were signed on

79,157

35,657

35,657

43.500

37,8955,605

79,157

79,157

31.3.17£

The notes Connpan of these financial statements

PageS

99,344

39,257

39,257

60,087

31,8955,60516,587

99,344

20,187

79,157

31.3J8£

RN Ghosal - Director

The finanoial statements were approved by the Board of Directors onits behalf by:

TOTAL EQUITY AND LlAB1Ll1'TES

TOTAL LIABILITIES

II

TOTAL .;QUITY

LIAlilLITTESCURRENT LIABD.JT1ESTrade and Otherpayables

91010

EQUITYSHAR.£DOLDERS' EQUITYCalled up sbare capitalShare premiumRetained earnings

TOTAL ASSETS

8CURRENT ASSETSCash and cash equivalents

7

ASSETSNON-CURRENT ASSETSInvestments

Notes

Statement of Finan~illl l'osUion~Jst March 2018

PrjceJ'hornas Roldinl!sl.hni(Cd megi5tered nurnhcr; 03564422)

Page 9

The notes form part of these financial statements

Price Thomas lIoldings Limited

Slatement- nf Chane" inEmli.l.~for the Year Ended 31st March ~Q1l

Called upshare Retained Share TotalcapH"al earnings premium equity£ £ £ £

Balance at 1st January 2016 37,895 5,605 43,500

Changes in equityDividends (336,133) (336,133 )Total comprehensive income 336,133 336,133

Balance at 31st March 2017 37,895 5,605 43,500

Changes In equityDividends (715,038 ) (715,038)Total comprehensive income 731,625 731,625

Balance at 31st March 2.oJ8 37,895 16,587 5,605 60,087

Page 10

The notes fann partof'tbes« financial statements'

20,187Cash and cash equivalents at end of year 2

20,187Increase in cash and cash equivalentsCash and cash equivalents at beginning ofyear 2

(715,038)Net cash from financing activities

(336,133 )

(336,1.33 )

(715,038)Cash Ilows from Iinancing activitiesEquity dividends paid

336,133742,501Net cash from investing activities

336,133Cash flows from investing activitiesDividends received

(7,276)Net cash from operating activities

(7,276)Cash flows from operating activitiesCash generated from operations

Period1.1.16to

31.3.17£

Year Ended31.3.18

£

Statement of Cash Flowsfor tbe Ycari<:nded 31st March 2018,

Price Thomas Holdings Limited

rage 11

The notes form part of these financial statements

3D.!7 1.1.16£ £

Period ended 31st March 2017

31.3.18 1.4.17£ £

20,187Cash and cash equivalents

Year ended 31st March 2018

The amounts disclosed On Ibc Stalemenl or Cash Flows in respect of eash and cash equivalents are in respect ofthese Stalemenl or Financial Position amounts:

Pcrlod1.1.16(0

31.3.17£

336,133(336,133)

2. CASH ANDCASHEQUIVALEl\'1'S

Cash gen<ruted (rom operations

Increase in trade and other payables

Year Ended31.3.18

£73J,625(742,501)

(10,876)3,600

(7,276)

Profit before income taxFinance income

I. RECONClLlATlON OF PROFIT BEFORElNCOM£ TA.XTO CASH GENERAT1:DFROMOPERATIONS

Noles 10 Ibe Statemenl o( CDShFlowsror Ihe YeAr Elided 31st M"lcl!.1l!1,~_

Price Thomas RoldjllCs Umilcd

continued ...

336,133

Period1.1.16to

31.3.17£

Page 12

715,038Ordinary shares of £1 eachinterim

Year Ended31.3.18

£

6. DlVlDENDS

Analysis of lax expenseNo liability to UK corporation l8X arose for ihe year ended 31st March 2018 nor for the period ended31st March 2017.

336,133

Period1.1.16to

31.3.17£

Period1.l.16to

31,3.17£

5. INCOME TAX

742,501Finance ineeme:SbateS in group undenaltings

Year Ended31.3.18

£

4. NETFINANCE INCOME

Directors' remuneration

Year Ended31.3.18

£

There were no staff costs for the year ended 31st MardI 2018 nor for the period ended 31st Marcb 2017.

3. EMPLOYEES Al'\'ODUU,CTORS

TaxationCurrent tnxes arc based on Ihe results shown in the fmullci,1 statements and are calculated according 10 locnl laxrules, using lax rates enacted or subst~ndolly enacted by U,Qstatement of financial positien date,

nasis of preparationThese [mancial statements have been prepared in accordance with International Financial Reporting Standardsand IFRIC interpretations and with those parts of the Companies Act 2006 applicable 10 companies reportingunder !FRS. The financial statements have been prepared under the bistorica.1cost convention,

2. ACCOUNTING POLICIES

Price Thomas Holdings Limited is • private company, limited by shares, registered in England and Wales, Thecompany's registered number and registered office address can be (ound on the Company Information page,

I. STATUTORY L"<FORl\1ATION

NOles to the Financial St@l'clnents(Qr the Year Ended 3Jjl ,March 2018

Pri,e Thomas Holdings ftinlifed

, ,,

continued ..

22,192

5,605731,625(715,038 )

Totals£

3).3.17£

37,895

31.3.17£

31.3.17£

3,410,1671,398.896

5,605

5,605

Page 13

16,587At 31st March 2018

731,625(715,038)

AI 1stApril 2017l'roOt for the yearDividends

premiumf

Retained Shareearnings

£

31.3.18£

31,895

31.3.18I.

20,187

31.3.18£

3,728,3761,060,110

10. RESERVES

Ordinary37,895

Nominalvalue:£1

Alloucd, issued and fulJy paid:Number: Class:

9. CALLED UP SllARE CAPITAL

Bank accounts

8. CASH AND CASK EQUIVALENTS

Aggregate capital and reservesf'ro"t for the yearfperiod

%holding100.00

Class or shores:Ordinary

Granville Oil & Chemicals LimitedRegistered office:Nature of business: Automotive aftermarket

The ccmp:my's investments at the Statement of Financial Position date in the share capital of companies includethe following'

79.157

79,157

79,157

Shares ingroup

undertakings£.

At 31st Mareh 2011

NETnOOK VALUEAI 31st Mareb 2018

COSTAI lst April 2017and 31s1March 2018

7. INVESTMENTS

No!es 19!he.£inoodal Stal.menls· cnntinnedfor Ihe Year Elided 31st Marth 2018

P..rjce l'hom!!$ Holdings Limited

Page 14

The company also operates a loan account with Granville Oil &Chemicals Limited. At the balance sheet date thecompany owed Granville Oil & Chemicals Limited £35,687 (2017: £35,687).

The company was charged £10,857 (2017: £nil) in respect of consultancy services by Granville Oil & ChemicalsLimited. At the balance sheet date tbe company owed Granville Oil & Chemicals Limited £3,600 (2017: £nil).

Owing the )'CM the company received dividends (rom iL<subsidiary undertaking Granville Oil & ChemicalsLimited amounting to £742,501 (2017: £336,133).

13. RELATED PAR1Y DISCLOSURES

The company is a wholly owned subsidiary of'Tide Water Oil Co. (India) Ltd.

12. tlLl'lMATE PARENT COMYANY

35,65739,257

35,6573,600

35,657

CUrrentTrade creditorsAmounlS owed 10group undertakings

31.3.17£

31.3.18£

I J. TRADE AND orusn l'AYABLES

NOIM 10 Ihe Financial SfalcmenlS - eontinuedfor tbe Year Ended 3J~1Mnrch 2018

Price Thon13S IJoldings UmUed

Page 15

This page docs noi form part of'the statutory financialstatements

336,133742,501

336,133742,501FINANCE lNCOMEShares in group undertakings

10,876

18

10,858

ADMINJS'J'RATIVE EXPENSESAdministrative expensesLegal & consultancy feesFinance costsBank charges

Period1.1.16to

31.3.17e

Year Ended31.3.18

£

Income Statement Su"m.nariesfor the Year Ended 31st Marcil 2018

Price Thomas Holdil1J:,.'l tirllited