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Registered number:
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
COMPANY INFORMATION
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J & N INVESTMENTS (ASIA) LIMITED
CONTENTS
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J & N INVESTMENTS (ASIA) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
Since 1 June 2018 the company has held the beneficial ownership of shares in the company's subsidiary, Berger Paints Bangladesh Limited. The company had previously been holding these shares as a nominee for B.J.N. Holdings (BD) Limited. As such, the dividends declared after this date by Berger Paints Bangladesh Limited have been recognised in the company's own accounts. Dividend income of £14,122,179 (2025: £14,281,214) from Berger Paints Bangladesh Limited has been recognised in the year.
Since 1 June 2018 the company has also held the beneficial ownership of 5 trademarks, registered in Bangladesh, from B.J.N. Holdings (BD) Limited. The company had previously been holding these trademarks as a nominee for B.J.N. Holdings (BD) Limited. As such the royalties receivable under the royalty agreement between the company and its subsidiary, Berger Paints Bangladesh Limited, have been recognised in the company's own accounts. Royalty income of £800,418 (2025: £813,467) from Berger Paints Bangladesh Limited has been recognised in the year. At the balance sheet date the company had net assets of £67,299,386 (2025: £53,960,288) and net current liabilities of £334,487,051 (2025: £347,826,149). Cash balances have decreased in the year to £nil (2025: £5,954).
The principal risks facing the company are credit risk, arising from material intercompany receivables due from royalty and dividend income, and foreign exchange risk arising on the same receivables, which are denominated in Bangladeshi Taka, and paid in US dollars.
As a holding company receiving dividends and royalties from its subsidiaries, the company's key performance indicator is profit after tax. Profit after tax for the year ended 31 March 2026 was £13,339,098 (2025: £12,967,150), the increase being a result of the decrease in administrative expenses from £804,149 in 2025 to £84,686 in 2026.
The company has no other key performance indicators.
This report was approved by the board on 1 October 2026 and signed on its behalf.
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J & N INVESTMENTS (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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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.
The accounts have been prepared on the going concern basis which assumes that the company will be able to meet its liabilities as they fall due. At the balance sheet date the company had net assets of £67,299,386 (2025: £ 53,960,288).
The company is dependent on the support of its immediate parent company B.J.N. Holdings (BD) 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.
The directors who served during the year were:
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J & N INVESTMENTS (ASIA) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The company intends to continue to operate as an intermediary holding company for its subsidiary Berger Paints Bangladesh Limited.
There have been no any significant events affecting the Company since the year end.
The auditors, Focus Somar Audit and Tax Accountants Ltd, will be proposed for appointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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J & N INVESTMENTS (ASIA) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (ASIA) LIMITED
We have audited the financial statements of J & N Investments (Asia) Limited (the 'Company') for the year ended 31 March 2026, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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).
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.
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.
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J & N INVESTMENTS (ASIA) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (ASIA) LIMITED (CONTINUED)
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.
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.
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.
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J & N INVESTMENTS (ASIA) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (ASIA) LIMITED (CONTINUED)
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 to revenue and management bias in accounting estimates. 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; As a result of performing the above, we did not identify any key audit matters relating to the potential risk of fraud or non-compliance.
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.
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.
for and on behalf of
Statutory Auditors
Apex House
Grand Arcade
North Finchley
N12 0EH
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J & N INVESTMENTS (ASIA) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
REGISTERED NUMBER: 02630832
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 23 form part of these financial statements.
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J & N INVESTMENTS (ASIA) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
J & N Investment (Asia) Limited (registered number 02630832) is a private company limited by shares, incorporated in the UK, and registered in England & Wales. Its registered office is Apex House, Grande Arcade, North Finchley, London, N12 0EH.
2.ACCOUNTING POLICIES
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).
The following principal accounting policies have been applied:
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 U.K. Paints (India) Private Limited as at 31 March 2026 and these financial statements may be obtained from the company's registered address: 2nd Floor, Shopping Arcade Malibu Town Sohna Road, Sec-47 NA, Gurugram, Gurgaon, Haryana, India on payment of the appropriate fee.
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.
The accounts have been prepared on the going concern basis which assumes that the company will be able to meet its liabilities as they fall due. At the balance sheet date the company had net assets of £67,299,386 (2025: £53,960,288).
The company is dependent on the support of its immediate parent company B.J.N. Holdings (BD) 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.
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.ACCOUNTING POLICIES (continued)
Royalty income is recognised to the extent that it is probable that the economic benefits will flow to the entity and the income can be reliably measured. Royalty income is recognised in the period in which the income is earned and is recognised gross of overseas withholding tax.
Dividend income from subsidiary undertakings is recognised at the point at which the dividends are declared, and is recognised gross of overseas withholding tax.
Functional and presentation currency
Transactions and balances
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.ACCOUNTING POLICIES (continued)
Intangible assets (trademarks) are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.ACCOUNTING POLICIES (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Impairment losses on financial assets are recognised using the expected credit loss (ECL) model at each reporting date. Expected credit losses represent a probability-weighted estimate of credit losses and incorporate historical experience, current conditions and forward-looking information, including macroeconomic factors, discounted at the asset’s original effective interest rate.
For trade debtors and contract assets, the simplified approach is applied and lifetime expected credit
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.ACCOUNTING POLICIES (continued)
losses are recognised from initial recognition.
For other financial assets, a loss allowance equal to 12-month expected credit losses is recognised on initial recognition. Where credit risk has increased significantly since initial recognition, or where the asset is credit-impaired, lifetime expected credit losses are recognised.
Loss allowances are recognised in profit or loss through an allowance account and are reversed where appropriate if credit risk improves, subject to the carrying amount not exceeding the amount that would have been recognised had no impairment occurred.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.ACCOUNTING POLICIES (continued)
transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Since 1 June 2018 the company has held the beneficial ownership of shares in the company's subsidiary, Berger Paints Bangladesh Limited. The company had previously been holding these shares as a nominee for B.J.N. Holdings (BD) Limited. As such, the dividends declared after this date by Berger Paints Bangladesh Limited have been recognised in the company's own accounts.
Since 1 June 2018 the company has also held the beneficial ownership of 5 trademarks, registered in Bangladesh, from B.J.N. Holdings (BD) Limited. The company had previously been holding these trademarks as a nominee for B.J.N. Holdings (BD) Limited. As such the royalties receivable under the royalty agreement between the company and its subsidiary, Berger Paints Bangladesh Limited, have been recognised in the company's own accounts. There were no employees during the year. The Company's Directors oversee governance of the Company. On an ongoing basis, the company evaluates its expenses 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 that give rise to the revision become known. There were no accounting estimates or judgments required in the preparation of these financial statements under FRS102.
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
11.Taxation (continued)
There are no such factors.
Beneficial ownership of 5 trademarks registered in Bangladesh was transferred to the company from the company's immediate parent company, B.J.N. Holdings (BD) Limited, with effect from 1 June 2018. The trademarks were transferred at their book value of £Nil using cost model.
The fair value of trademarks has not been determined due to the unavailability of active market.
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
14.Debtors (continued)
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Profit and loss account
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J & N INVESTMENTS (ASIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
On 26 July 2023, the company sanctioned unsecured working capital loan of USD 60 million at the interest of 3.5% p.a to Berger Paints Bangladesh Limited,subsidiary company which will be disbursed in phases and will be repayable semi-annually in 6 years. In phase 1, the company has disbursed fund of USD 4,500,000 out of USD 10,000,000.
At the year end, outstanding loan commitment is USD 5,500,000 (2025: USD 5,500,000).
Further to Note 18, on 1 November 2021, the Income Tax Department, Bangladesh served arrears tax demand notices requiring payment of outstanding tax demands of £94,961 for each of the assessment years 2018-19, 2019-20 and 2020-21.
The Company filed appeals with the Tax Commissioner on 9 January 2023 and attended the hearing on 22 February 2023. The Commissioner did not communicate a decision on the appeals. Subsequently, on 14 February 2023, the Deputy Commissioner of Taxes issued a further notice requiring payment of the demanded tax. In response, the Company requested that the demands be kept in abeyance, that realization of the demands be stayed, and that the Company not be treated as an assessee in default pending disposal of the review proceedings under the provison to section 135(3) of the Income Tax Ordinance, 1984 of Bangladesh. The Deputy Commissioner of Taxes subsequently rejected the Company's request. Following this, on 6 May 2026, the Deputy Commissioner of Taxes issued a follow-up notice in respect of the outstanding demand and, on 21 May 2026, issued a notice for attachment of the Company's bank accounts. In response, the Company filed three Writ Petitions before the High Court Division of the Supreme Court of Bangladesh in July and August 2026 against the penalties imposed for the three assessment years. Pending hearing of the Rules, the High Court granted a three-month stay on the operation of the penalties and the notice for attachment of the Company's bank accounts. The liability relating to the three assessment years, amounting to £284,883 in aggregate, has been recognised as a tax provision in the financial statements. The matter remains subject to the outcome of the ongoing legal proceedings.
U.K 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.
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