ACCOUNTS - Final Accounts preparation

Registered number: 02226019

JENSON & NICHOLSON (ASIA) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

JENSON & NICHOLSON (ASIA) LIMITED

COMPANY INFORMATION

Directors	Neel Sahai
	Gerald Kenneth Adams
	Dipti Dhingra
	Jean Claude Loutreuil


Registered number	02226019


Registered office	Apex House Ballards Newman, Chartered Accountants
	Grand Arcade
	London
	N12 0EH


Independent auditors	Focus Somar Audit and Tax Accountants Limited
	Statutory Auditors & Chartered Certified Accountants
	Apex House
	Grand Arcade
	North Finchley
	London
	N12 0EH

JENSON & NICHOLSON (ASIA) LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8
Notes to the Financial Statements	9 - 12

JENSON & NICHOLSON (ASIA) LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2026

BUSINESS REVIEW

The Company has continued to be a nominee shareholder company and has not traded in the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties for the Company, as a nominee, are considered to be negligible.

FINANCIAL KEY PERFORMANCE INDICATORS

The Company has not traded in the year and is not considered to have key performance indicators.

This report was approved by the board on 1 October 2026 and signed on its behalf.

Neel Sahai

Director

Page 1

JENSON & NICHOLSON (ASIA) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2026

The Directors present their report and the financial statements for the year ended 31 March 2026.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Company's principal activity is that of a nominee company.

Going Concern

The Directors have reviewed the Company’s forecasts, concluding that the going concern basis remains an appropriate basis of preparation for these financial statements given the likely cash flows 12 months from the date of signing this report.

Directors

The Directors who served during the year were:

Neel Sahai

Gerald Kenneth Adams

Dipti Dhingra

Jean Claude Loutreuil

Page 2

JENSON & NICHOLSON (ASIA) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2026

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Focus Somar Audit and Tax Accountants Limited, will be proposed for appointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 October 2026 and signed on its behalf.

Neel Sahai

Director

Page 3

JENSON & NICHOLSON (ASIA) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JENSON & NICHOLSON (ASIA) LIMITED

Opinion

We have audited the financial statements of Jenson & Nicholson (Asia) Limited (the 'Company') for the year ended 31 March 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes, 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, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 March 2026 and of its result 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.

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 4

JENSON & NICHOLSON (ASIA) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JENSON & NICHOLSON (ASIA) LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

JENSON & NICHOLSON (ASIA) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JENSON & NICHOLSON (ASIA) LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

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 evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries.

Audit procedures performed by the engagement team included:
• Discussions with management including consideration of known or suspected instances of non-compliance
with laws and regulation and fraud;
• Evaluating management’s controls designed to prevent and detect irregularities; and
• Identifying and testing risky or unusual journals;

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 Auditors' Report.

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

Krishna Prasad Dahal (Senior Statutory Auditor)

for and on behalf of

Focus Somar Audit and Tax Accountants Limited

Statutory Auditors

Chartered Certified Accountants

Apex House

Grand Arcade

North Finchley

London

N12 0EH

1 October 2026

Page 6

JENSON & NICHOLSON (ASIA) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2026


Profit for the financial year

Other comprehensive income for the year
Total comprehensive income for the year

The Company has not traded during the year or the preceeding financial year. During these periods, the company received no income and incurred no expenditure and therefore made neither profit or loss.

Page 7

JENSON & NICHOLSON (ASIA) LIMITED

REGISTERED NUMBER: 02226019

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2026

		2026		2025
Note		£		£


Current assets
Debtors: amounts falling due within one year	5	1,000		1,000
		1,000		1,000
Total assets less current liabilities			1,000		1,000

Net assets			1,000		1,000

Capital and reserves
Called up share capital	6	1,000	1,000
		1,000	1,000

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 October 2026.

Neel Sahai

Director

The notes on pages 9 to 12 form part of these financial statements.

Page 8

JENSON & NICHOLSON (ASIA) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

1.	GENERAL INFORMATION

Jenson & Nicholson (Asia) Limited (registered number 02226019) is a private company limited by shares, incorporated in the UK, and registered in England & Wales. Its registered office is Apex House, Grand Arcade, North Finchley, London, N12 0EH.

The Company has continued to be a nominee shareholder company and has not traded in the year.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 4).

2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of UK Paints (India) Private Limited as at 31 March 2026 and these financial statements may be obtained from the Registrar of Companies in India, on the payment of the appropriate fee.

2.3

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.4

GOING CONCERN

The directors have reviewed the company's forecasts, concluding that the going concern basis remains an appropriate basis of preparation of these financial statements given the likely cash flows 12 months from the date of signing the report.

The company is dependent on the support of its immediate parent company B.J.N. Holdings (I) Limited and on its ultimate parent company U.K. Paints (India) Private Limited. Both of these companies have confirmed that they will provide financial support for a period of at least 12 months from the date of sign off of these financial statements, such that the Company will be able to meet its liabilities as they fall due. The directors therefore consider that the going concern basis is appropriate.

Page 9

JENSON & NICHOLSON (ASIA) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)

2.5

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional currency is USD. This differs from the presentational currency which is GBP. The directors consider the company's functional currency to be USD as this is the currency in which the majority of the company's cash receipts and payments are processed.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.6

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.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

3.	STATEMENT OF COMPREHENSIVE INCOME

The company is a registered holder of 168,788,138 ordinary shares of INR 2 each in Berger Paints India Limited which are held as nominee for its parent company, BJN Holdings (I) Limited.

The company did not trade during the period and all its expenses are borne by the parent company.

There were no employees during the year. The company's directors oversee governance of the company.

Page 10

JENSON & NICHOLSON (ASIA) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

4.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the process of applying its accounting policies, the company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented.

On an ongoing basis, the company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts hat give rise to the revision become known.

There were no accounting estimates or judgements required in the preparation of these financial statements under FRS 102.

DEBTORS

					2026	2025
					£	£


Amounts owed by group undertakings	1,000	1,000
	1,000	1,000

6.	SHARE CAPITAL
		2026	2025
		£	£

Authorised, allotted, called up and fully paid

2 (2025: 2) Ordinary shares of £1.00 each	2	2
998 (2025: 998) 10% Non-cumulative Preference shares of £1.00 each	998	998

	1,000	1,000

7.	CONTROLLING PARTY

UK Paints (India) Private Limited, registered in India, is regarded by the directors as being the company's ultimate parent company and controlling party.

The company is exempt from preparing group accounts as its accounts are included in the consolidated accounts of U.K. Paints (India) Private Limited, registered in India.

Page 11

JENSON & NICHOLSON (ASIA) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

RELATED PARTY TRANSACTIONS

Company principal activity is that of nominee company, with non-trading status. The company holds shareholding in Berger Paints India Limited as nominee for its parent company BJN Holdings (I) Limited. The beneficial owner of all the share of Berger Paints India Limited is BJN Holdings (I) Limited.

At the year end, the company was owed $1,252 equivalent £1,000 (2025: £1000) from BJN Holdings (I) Limited and owes £Nil (2025: £Nil) to/from it's subsidiary company, Berger Paints India Limited.

Page 12