BMB Group Limited
Registered number: 04090218
Directors' report and unaudited financial statements
For the period ended 31 December 2022
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BMB GROUP LIMITED
COMPANY INFORMATION
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BMB GROUP LIMITED
CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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BMB GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their Strategic Report for the period ended 31 December 2022.
During the period, the Company was a non-trading holding company. The results of the Company are given in the Directors' report. As at 31 December 2022, the Company had net liabilities of £3,754k (29 January 2022: £3,754k).
Principal risks and uncertainties
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The principal risk for the Company is the performance and financial position of its subsidiaries in which it holds investments totalling £44k (29 January 2022: £44k). The directors believe the carrying value of the investments is supported by their expected future trading.
Economic impact of global events
UK businesses are currently facing many uncertainties such as the continuing consequences of Brexit, environmental sustainability, the cost-of-living crisis, and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where a range of issues and risks exist including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
BMB Group Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Key performance indicators
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Being a non-trading Company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group.
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BMB GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
S172(1) of the Companies Act sets out the duties of each director of a company to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below:
a) the likely consequences of any decision in the long term;
b) the interest of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and the environment;
e) the desirability of the Company maintaining a reputation for high standards of business conduct;
f) the need to act fairly between members of the Company.
Given the non-trading nature of the Company, being a holding Company only, the directors’ of BMB Group Limited consider that their responsibilities, in respect of s172, are appropriately complied with and are disclosed fully within relevant group entities. Details of these matters, in respect of the trading entity or the wider group, can be found in the financial statements of BMB Clothing Limited.
This report was approved by the board on 6 October 2023 and signed on its behalf.
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BMB GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the period ended 31 December 2022.
Directors' responsibilities statement
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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 judgements 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 and review of the business
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The Company was non-trading and as such did not trade during the current or prior financial period.
The directors who served during the period were:
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BMB GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
Directors' indemnities
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by section 243 of the Companies Act. The indemnity was in force throughout the last financial period and is currently in force. The Company also purchased and maintained throughout the financial period Director's and Officers' liability insurance in respect of itself and directors.
The directors believe there is nothing to indicate that the Company will not continue as a going concern. Whilst the Company is not expected to trade in the coming year, the directors do not intend to wind up the Company, it will remain non-trading for the foreseeable future. The period to which the directors have paid particular attention in assessing the appropriateness of the going concern basis is not less than twelve months from the date of approval of the accounts.
The Company has net liabilities of £3,754k (2022: £3,754k), however the directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of group companies.
Greenhouse gas emissions, energy consumption and energy efficiency action
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Since the Company is non-trading, the directors have taken the exemption not to disclose energy consumption as it qualifies as a low energy user.
This report was approved by the board on 6 October 2023 and signed on its behalf.
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BMB GROUP LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF BMB GROUP LIMITED FOR THE PERIOD ENDED 31 DECEMBER 2022
In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the period ended 31 December 2022 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes from the Company's accounting records and from information and explanations you have given to us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.
Respective responsibilities of directors and accountants
You have acknowledged on the balance sheet for the period ended 31 December 2022 your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and profit or loss. You consider that the Company is exempt from the statutory requirement for an audit for the period.
This report is made solely to the Board of Directors of BMB Group Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of Directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of Directors, as a body, for our work or for this report.
We have not been instructed to carry out an audit or review of the financial statements of BMB Group Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
Mazars LLP
Chartered Accountants
5th Floor
3 Wellington Place
Leeds
LS1 4AP
6 October 2023
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BMB GROUP LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Company has not traded during the period or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
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BMB GROUP LIMITED
REGISTERED NUMBER: 04090218
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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For the period ended 31 December 2022 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.
The members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2023.
The notes on pages 9 to 15 form part of these financial statements.
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BMB GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Comprehensive income for the period
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Total comprehensive income for the period
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Comprehensive income for the period
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Total comprehensive income for the period
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The notes on pages 9 to 15 form part of these financial statements.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
BMB Group Limited ('the Company'), is a private company, limited by shares, and registered in England and Wales. The registered number is 04090218. The registered office is 2100 Century Way, Thorpe Park, Leeds, LS15 8ZB.
The principal activity of the Company in the period was that of a dormant holding company.
These accounts have been prepared for the 11 month period to 31 December 2022. The previous financial statements were prepared on a 9 month period to 29 January 2022, therefore the results for the period are not wholly comparable with the prior year.
2.Accounting policies
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Basis of preparation of financial statements
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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 3).
The Company's functional and presentational currency is GBP, rounded to the nearest £'000.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of AI Arafa for Investments and Consultancies SAE as at 28 January 2023 and these financial statements may be obtained from c/o Swiss Garment Company, 10th Ramadan City, 3rd Industrial Zone Al, Egypt.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The directors believe there is nothing to indicate that the Company will not continue as a going concern. Whilst the Company is not expected to trade in the coming period, the directors do not intend to wind up the Company, it will remain non-trading for the foreseeable future. The period to which the directors have paid particular attention in assessing the appropriateness of the going concern basis is not less than twelve months from the date of approval of the accounts.
The Company has net liabilities of £3,754k (2022: £3,754k), however the directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of group companies.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. No estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next or prior financial period have been identified by management.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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The Company has no employees other than the directors.
The directors in office at 31 December 2022 are also Directors of BMB Clothing Limited, a subsidiary company. Details of their emoluments, in respect of the Group, are disclosed in the financial statements of BMB Clothing Limited.
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Investments in subsidiary companies
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The directors believe that the carrying value of the investments is supported by their future trading plans.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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The following were subsidiary undertakings of the Company:
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2100 Century Way, Thorpe Park, Leeds LS15 8ZB
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Concession retailer and wholesaler
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Addison & Steele Tailoring Limited
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2100 Century Way, Thorpe Park, Leeds LS15 8ZB
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Racing Green Apparel Limited
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2100 Century Way, Thorpe Park, Leeds LS15 8ZB
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4500 Main Street, Suite 620, Virginia Beach, VA23462
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Kerkenbos 1020 E Nijmegen
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Regus Cologne City, Neumarkt Galerie Koln, Richmondstrase 6, 50667
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Worth Valley Menswear Limited*
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2100 Century Way, Thorpe Park, Leeds LS15 8ZB
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Alexandre of England 1988 Limited*
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2100 Century Way, Thorpe Park, Leeds LS15 8ZB
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Subsidiaries marked with a * are indirect subsidiaries of the Company.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Allotted, called up and fully paid
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33,187 (2022 - 33,187) A Ordinary shares of £0.01 each
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49,743 (2022 - 49,743) B Ordinary shares of £0.01 each
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Both classes of shares rank pari passu in all respects except that the holders of A shares have the pre-emption right to purchase any other shares in the Company that the holder thereof may wish to dispose of. Shares disposed of by a holder of A shares are subsequently converted to B shares.
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Profit and loss account
Includes all current and prior period retained profits and losses.
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BMB GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Company is a participant in a group banking arrangement and has given cross-guarantees which created fixed and floating charges over all the assets of the Company. As at 31 December 2022 the maximum liability under this arrangement was £17,225k (29 January 2022: £18,978k).
The immediate parent undertaking is Baird Group Limited, a company incorporated in England and Wales.
The ultimate parent company, which is both the smallest and largest company into which the Company results are consolidated within, is Al Arafa for Investments and Consultancies SAE, a company incorporated in Egypt.
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