The director presents the strategic report for Bertling Overseas Holdings Limited ("the company") the year ended 31 December 2024.

The key financial highlights are as follows:

The profit before tax for the year ended 31 December 2023 was driven primarily due to income from investments by the way of dividends being received from a subsidiary. There was no such dividend income received during the year ended 31 December 2024 and therefore, a small loss before tax has been recorded relating to administrative expenses incurred.

The principal risk and uncertainty facing the company is the recoverability of its investments, which the director monitors through maintaining close relationships with local operational management and reviewing achievement of agreed targets.

The company's activities expose it primarily to credit risk. The company does not use derivatives to manage financial risk or for speculative purposes.

Credit risk

The company’s principal financial assets are bank balances and cash. The credit risk on liquid funds is considered limited because the counterparty is a bank with a credit rating assigned by international credit rating agencies.

Future developments

The company will continue to operate as an investment holding company.

Given the simplistic nature of the business as an investment holding company, the director is of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business. The figures discussed within the business review above provided sufficient information for an understanding of the development, performance and position of the business.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a holding company.

Dividends of £nil (2023: £1,602,199) were paid during the year. No final ordinary dividends have been recommended by the directors (2023: £nil).

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

Johnston Carmichael LLP have indicated their willingness to continue in office as auditor for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

So far as the director is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the director has taken all the necessary steps that he ought to have taken as a director in order to make himself aware of all relevant audit information and to establish that the company's auditor is aware of that information.

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has sufficient cash and strong reserves, thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Details of future developments and financial risk management objectives and policies can be found in the Strategic Report and form part of this report through cross-reference.

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Bertling Overseas Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's 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 material misstatements in the strategic report and the director's report.

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of director's remuneration specified by law are not made; or

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

As explained more fully in the director's responsibilities statement set out on page 2, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• Tax legislation (UK) and

• UK Generally Accepted Accounting Practice.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Bertling Overseas Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor, 166 College Road, HARROW, Middlesex, HA1 1BH. The company's principal activities and nature of its operations are disclosed in the director's report.

The financial statements of Bertling Overseas Holdings Limited (“the company”) for the year ended 31 December 2024 were authorised for issue by the Board of Directors on the date set out on page 9 and the statement of financial position was signed on the Board’s behalf by Mr C MacIsaac. The company is a private company incorporated and domiciled in England with liability limited by shares. Its principal activity continues to be that of an investment holding company. The company is a wholly owned subsidiary within the F.H.Bertling Logistics Holding GmbH group which prepares consolidated financial statements in which the company is included. The consolidated financial statements of F.H. Bertling Logistics Holding GmbH group are available from the Bertling Group Head Office, Willy-Brandt-Str. 49, 20457 Hamburg, Germany.

These financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (“FRS 101”). In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of UK adopted international accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions have been taken. The company’s financial statements are presented in Sterling and all values were rounded to the nearest pound (£) except where otherwise indicated.

The material accounting policies adopted by the company are set out below. These policies have been

consistently applied to all the years presented unless otherwise stated.

The financial statements of the company have been prepared in accordance with FRS 101. The financial statements have been prepared under the historical cost convention.

The following disclosure exemptions have been applied in the preparation of these financial statements, in accordance with FRS 101:

• IFRS 7, ‘Financial Instruments: Disclosures’, on the basis that equivalent disclosures are presented within the consolidated financial statements of F.H. Bertling Logistics Holding GmbH in which the company is included;

• The following paragraphs of IAS 1, ‘Presentation of financial statements’:

- 10(d), (statement of cash flows).

- 16 (statement of compliance with all IFRS).

- 38A to 38D (minimum and additional comparative information).

- 111 (cash flow statement information).

- 134-136 (capital management disclosures).

• IAS 7, ‘Statement of cash flows’

• Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective).

• Paragraph 17 and 18A of IAS 24, ‘Related party disclosures’ (key management compensation).

• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more wholly owned members of a group.

At the time of approving the financial statements, the director hatrues a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has sufficient cash and strong reserves, thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Investments in subsidiaries and other entities in which the company holds a partcipating interest are measured at cost less accumulated impairment.

The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

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

The following are considered to be either judgements that have had the most significant effect on amounts recognised within the financial statements, or estimates that are dependent upon assumptions which could change in the next financial year and have a material effect on the carrying amounts of assets and liabilities recognised at the year end:

The director considers the carrying value of the company's subsidiary investment on a regular basis and whether this may be impaired. As part of this assessment, the director considers factors including the future cash generation and net asset position of the subsidiary, relative to its carrying value. At the year end the director is satisfied the carrying value of the subsidiary investment remains appropriate. See note 5.

The director considers that there are no other judgements, estimates or underlying assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets or liabilities.

The company had no employees other than the directors, who were remunerated through other group companies for their services.

The tax assessed for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25% (2023: 23.5%). The differences are explained below:

The company has estimated losses of £111,664 (2023: £111,664) available for carry forward against future trading profits. No deferred tax asset has been recognised in the financial statements as its recoverability via offset against future trading profits is uncertain.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses:

(1) Industrivagen 6, Savedalen, SE-43361, Gothenburg, Sweden.

(2) 120 TV Estate, 243/a, Sudam Kalu Ahire Marg, Worli, Mumbai Maharashtra 400030, India

Bertling Overseas Holdings Limited owns a 0.0002% interest in Bertling Logistics India Pvt.

The share capital account represents the nominal value of shares issued. The ordinary shares hold equal voting rights and no rights to fixed income.

The retained earnings reserve reflects the aggregate of all profits and losses recognised through the income statement, less dividends paid throughout all periods up to the statement of financial position date.

The company is a subsidiary of F. H. Bertling International GmbH, a company registered in Germany. The ultimate parent company is F. H. Bertling Logistics Holding GmbH, a company registered in Germany. The ultimate parent undertaking is the smallest and largest group to consolidate these financial statements.