The notes on pages 2 to 6 form part of these financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

RM Holdings Overseas Private Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 53/54 Grosvenor Street, London, W1K 3HU.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, and have assurances from group companies that liabilities will be settled and support provided as required. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Convertible bonds held in subsidiaries, associates and jointly controlled entities are other financial instruments, initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including creditors, are initially recognised at transaction price and subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

There were no employees in the current year and preceding period.

On 3 September 2024, the company acquired an additional 3,500 ordinary shares in its associate undertaking for a cash consideration of £3,500. As a result, the company’s ownership increased to 60% of the voting share capital, thereby obtaining control over the entity. Accordingly, the investment has been reclassified from an associate to a subsidiary.

The loans to subsidiaries are in the form of a convertible bond. The amount is unsecured, interest-free, and repayable at any time up to 4 August 2028 at the option of the bondholder. The bonds are convertible into shares at the option of the bondholder at any time up to 4 August 2028 and will be mandatorily converted on that date if not redeemed earlier.

On conversion, sufficient shares would be issued at fair market value to settle the payment obligations under the convertible bond.

Subsequently, the directors of the subsidiary undertaking resolved to voluntarily dissolve the company. The remaining balance of £210,000 was written off on 31 August 2025.

The directors are of the opinion that, as at the balance sheet date, there was objective evidence that the loan would not be fully recoverable. As such, they consider the fair value of the investment to be £Nil at 31 March 2025. Accordingly, a fair value loss of £210,000 has been recognised in the Statement of Comprehensive Income.

Similarly, the directors have assessed the investment in the subsidiary’s share capital for impairment and consider its recoverable amount to be £Nil as at 31 March 2025. Accordingly, an impairment loss of £6,000 has been recognised in the Statement of Comprehensive Income.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

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

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

At the balance sheet date, the company was owed £210,000 (2024: £290,000) in the form of unsecured, interest-free convertible bonds by a subsidiary undertaking. The bonds were convertible at the option of the bondholder and repayable up to 4 August 2028. A fair value loss of £210,000 was recognised in the Statement of Comprehensive Income for the year ended 31 March 2025 in respect of the bonds as detailed in Note 4.

In addition, an impairment loss of £6,000 was recognised in respect of the company's investment in the ordinary share capital of the subsidiary undertaking as detailed in Note 4.

The parent company is Bharti (RM) Holdings Private Limited, incorporated in India with registered office at Airtel Centre, Plot No 16, Udyog Vihar, Phase IV, Gurugram, Palam Road, Gurgaon, Palam Road, Haryana, India, 122015. It is also the parent of the smallest group for which consolidated accounts including RM Holdings Overseas Private Limited are drawn up, and copies of these accounts can be obtained from its registered office.