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Registered number: 02630832









J & N INVESTMENTS (ASIA) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
COMPANY INFORMATION


Directors
Jean Claude Loutreuil 
Dipti Dhingra 
Gerald Kenneth Adams 
Neel Sahai 




Registered number
02630832



Registered office
Apex House
Grand Arcade

London

N12 0EH




Independent auditors
Focus Somar Audit and Tax Accountants Limited
Chartered Certified Accountants & Statutory Auditors

Apex House

Grand Arcade

North Finchley

London

N12 0EH





 
J & N INVESTMENTS (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
Statement of changes in equity
9
Notes to the financial statements
10 - 23


 
J & N INVESTMENTS (ASIA) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026

BUSINESS REVIEW
 
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).

PRINCIPAL RISKS AND UNCERTAINTIES
 
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.

FINANCIAL KEY PERFORMANCE INDICATORS
 
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.

OTHER KEY PERFORMANCE INDICATORS
 
The company has no other key performance indicators.


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



................................................
Neel Sahai
Director

Page 1

 
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.

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.

Going Concern

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.

Directors

The directors who served during the year were:

Jean Claude Loutreuil 
Dipti Dhingra 
Gerald Kenneth Adams 
Neel Sahai 

Page 2

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Future developments

The company intends to continue to operate as an intermediary holding company for its subsidiary Berger Paints Bangladesh Limited.

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.

Post balance sheet events

There have been no any significant events affecting the Company since the year end.

Auditors

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 1 October 2026 and signed on its behalf.
 





Neel Sahai
Director

Page 3

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (ASIA) LIMITED
 

Opinion


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).


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 profit 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

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (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

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J & N INVESTMENTS (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 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.


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
  
Apex House
Grand Arcade
North Finchley
London
N12 0EH

1 October 2026
Page 6

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
Note
£
£

  

Administrative expenses
  
(84,686)
(804,149)

Other operating income
 5 
800,418
813,467

Operating profit
 6 
715,732
9,318

Income from fixed assets investments
  
14,122,179
14,281,214

Interest receivable and similar income
 10 
88,526
145,382

Profit before tax
  
14,926,437
14,435,914

Tax on profit
 11 
(1,587,339)
(1,468,764)

Profit for the financial year
  
13,339,098
12,967,150

There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2026 (2025:£NIL).

The notes on pages 10 to 23 form part of these financial statements.

Page 7

 
J & N INVESTMENTS (ASIA) LIMITED
REGISTERED NUMBER: 02630832

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
2025
Note
£
£

Fixed assets
  

Investments
 13 
402,071,320
402,071,320

  
402,071,320
402,071,320

Current assets
  

Debtors: amounts falling due after more than one year
 14 
1,062,471
2,697,071

Debtors: amounts falling due within one year
 14 
900,804
1,730,995

Current asset investments
 15 
31,410
69,706

Cash at bank and in hand
 16 
-
5,954

  
1,994,685
4,503,726

Creditors: amounts falling due within one year
 17 
(336,481,736)
(352,329,875)

Net current liabilities
  
 
 
(334,487,051)
 
 
(347,826,149)

Total assets less current liabilities
  
67,584,269
54,245,171

Provisions for liabilities
  

Other provisions
 18 
(284,883)
(284,883)

  
 
 
(284,883)
 
 
(284,883)

Net assets
  
67,299,386
53,960,288


Capital and reserves
  

Called up share capital 
 19 
1,000
1,000

Profit and loss account
 20 
67,298,386
53,959,288

  
67,299,386
53,960,288


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 10 to 23 form part of these financial statements.

Page 8

 
J & N INVESTMENTS (ASIA) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2024
1,000
40,992,138
40,993,138


Comprehensive income for the year

Profit for the year
-
12,967,150
12,967,150
Total comprehensive income for the year
-
12,967,150
12,967,150


Total transactions with owners
-
-
-



At 1 April 2025
1,000
53,959,288
53,960,288


Comprehensive income for the year

Profit for the year
-
13,339,098
13,339,098
Total comprehensive income for the year
-
13,339,098
13,339,098


Total transactions with owners
-
-
-


At 31 March 2026
1,000
67,298,386
67,299,386


The notes on pages 10 to 23 form part of these financial statements.

Page 9

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

1.


GENERAL INFORMATION

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

 
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).

The following principal accounting policies have been applied:

  
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 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.

  
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 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.

Page 10

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)

  
2.5

ROYALTY INCOME

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.

  
2.6

DIVIDEND INCOME

Dividend income from subsidiary undertakings is recognised at the point at which the dividends are declared, and is recognised gross of overseas withholding tax.

 
2.7

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other administrative expenses'.

 
2.8

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 11

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)

 
2.9

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

INTANGIBLE ASSETS

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.

 
2.11

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

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.

 
2.13

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 12

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)

 
2.14

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

FINANCIAL INSTRUMENTS

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
Page 13

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)


2.15
FINANCIAL INSTRUMENTS (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
Page 14

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (continued)


2.15
FINANCIAL INSTRUMENTS (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.


3.


STATEMENT OF COMPREHENSIVE INCOME

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.


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, judgments and assumptions that it believes are reasonable based on the information available. These judgments, 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 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.

Page 15

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

5.


Other operating income

2026
2025
£
£

Royalty Income
800,418
813,467

800,418
813,467



6.


Operating profit

The operating profit is stated after charging:

2026
2025
£
£

Exchange differences
(8,148)
766,778


7.


Auditors' remuneration

                                                                                                                               2026              2025
                                                                                                                                    £                   £

Fees payable to the Company's auditor and its associates                                        11,040           11,040
for the audit of the company's annual financial statements
 



During the year, the Company obtained the following non-audit services from the Company's auditors:


2026
2025
£
£

Other services relating to taxation
3,600
3,600


8.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2026
        2025
            No.
            No.







Average number of employees
-
1

During the year, the company does not have any full-time employees.

Page 16

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

9.


Income from investments

2026
2025
£
£



Income from current asset investments
14,122,179
14,281,214

14,122,179
14,281,214





10.


Interest receivable and similar income

2026
2025
£
£


Interest receivable from group companies
84,531
121,966

Other interest receivable
3,995
23,416

88,526
145,382


11.


Taxation


2026
2025
£
£

Corporation tax


Current tax on profits for the year
175,121
40,643


175,121
40,643

Foreign tax


Foreign tax on income for the year
1,412,218
1,428,121

1,412,218
1,428,121

Total current tax
1,587,339
1,468,764

Deferred tax

Total deferred tax
-
-


Tax on profit
1,587,339
1,468,764
Page 17

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2025 - the same as) the standard rate of corporation tax in the UK of 25% (2025 - 25%) as set out below:

2026
2025
£
£


Profit on ordinary activities before tax
14,926,437
14,435,914


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
3,731,609
3,608,979

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
1,968

Utilisation of tax losses
(9,342)
-

Non-taxable income
(3,530,545)
-

Double taxation relief
(16,601)
-

Foreign tax on income for the year
1,412,218
-

Dividend income
-
(2,142,183)

Total tax charge for the year
1,587,339
1,468,764


Factors that may affect future tax charges

There are no such factors.


12.


Trademarks

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.
 

Page 18

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

13.


Fixed asset investments





Listed investments

£



Cost or valuation


At 1 April 2025
402,071,320



At 31 March 2026
402,071,320




The company has one direct subsidiary, Berger Paints Bangladesh Limited, in which the company owns 89.72% of the issued ordinary share capital. Berger Paints Bangladesh Limited's registered office is Berger House, House No. 8, Road No. 2, Sector No. 3, Uttara Model Town, Dhaka 1230, Bangladesh.

Beneficial ownership of 22,029,370 ordinary shares of TK's 10 each in Berger Paints Bangladesh Limited was transferred to the company from the company's immediate parent company, B.J.N. Holdings (BD) Limited, on 1 June 2018. The company had previously been holding the shares as nominee for B.J.N. Holdings (BD) Limited. The beneficial ownership of the shares was transferred at market value. 

Following a bonus issue of shares on 17 July 2018 the company is now the registered holder of 44,058,740 ordinary shares of TK's 10 each in Berger Paints Bangladesh Limited.


Listed investments


The fair value of the listed investments at 31 March 2026 was £378,217,792 (2025 - £503,116,057.

The aggregate market value of listed investments is £378,217,792 (2025 - £503,116,057 which differs from the carrying value in the financial statements.



14.


Debtors

2026
2025
£
£

Due after more than one year

Loans to subsidiary
1,062,471
2,697,071

1,062,471
2,697,071


2026
2025
£
£

Due within one year

Amounts owed by group undertaking
720,376
732,120

Loans to subsidiary
83,785
917,528

Other debtors
96,643
81,347
Page 19

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

14.Debtors (continued)


900,804
1,730,995



15.


Current asset investments

2026
2025
£
£

Unlisted investments
31,410
69,706

31,410
69,706



16.


Cash and cash equivalents

2026
2025
£
£

Cash at bank and in hand
-
5,954

-
5,954



17.


Creditors: Amounts falling due within one year

2026
2025
£
£

Amounts owed to group undertakings
336,283,685
352,272,132

Corporation tax
175,121
40,643

Accruals and deferred income
22,930
17,100

336,481,736
352,329,875


Page 20

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

18.


Provisions


Income tax liability for Bangaldesh Tax Authority

£





At 1 April 2025
284,883



At 31 March 2026
284,883

Page 21

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

19.


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



20.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.


21.


Related Party Transactions

During the year, the company recognised dividend income of £14,122,179 (2025: £14,281,214) and equivalent dividend income in BDT was amounting to 2,313,083,850 (2025: 2,202,937,000 ) from its 89.72% subsidiary, Berger Paints Bangladesh Limited. 

During the year the company recognised royalty income amounting to £ 800,418 (2025: £813,467) and equivalent royalty income in BDT was amounting to 129,595,684 (2025:127,877,000) from its 89.72% subsidiary, Berger Paints Bangladesh Limited. The amount owing relating to royalty receivable from Berger Paints Bangladesh Limited as at 31 March 2026 was amounting to £720,376 (2025: £732,120) and equivalent outstanding amount in BDT was 116,636,116 (2025: 115,089,000).

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 amounting to equivalent £3,546,712 (USD 4,500,000) last , no further disbursement were made  during the year. Two instalments of USD 1,500,000 each were received during the year. At the year end the company has loan receivable amounting to £1,146,256 from subsidiary company, Berger Paints Bangladesh Limited, including interest of £84,531 (2025: £121,966) . 

During the year, the company has repaid the loan of £15,988,446 to it's parent company, BJN Holdings (BD) Limited. At the year end, the company owed its parent company, BJN Holdings (BD) Limited, £336,283,685  (2025: 352,272,131).

During the year, the company paid professional service fees of £12,529 to the company owned by one of the directors.

Page 22

 
J & N INVESTMENTS (ASIA) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

22.


Loan Commitments

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).


23.


Income Tax Provision

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.


24.


Controlling Party

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.

 
Page 23