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BMB Group Limited

Registered number: 04090218
Annual report and financial statements
For the year ended 31 December 2023

 
BMB GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
A Arafa 
M T M Khalifa 
M A E Morsy 
K Gul (appointed 1 January 2024)




Registered number
04090218



Registered office
2100 Century Way
Thorpe Park

Leeds

LS15 8ZB




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
BMB GROUP LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 19


 
BMB GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the period ended 31 December 2023.

Business review
 
During the period, the Company was a non-trading holding company. As at 31 December 2023, the Company had net liabilities of £3,798k (Unaudited 31 December 2022: £3,798k).

Principal risks and uncertainties
 
The principal risk for the Company is the performance and financial position of its subsidiaries in which it holds investments totalling £44k (Unaudited 31 December 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
 
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. 

- 1 -

 
BMB GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Our people and values
 
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 20 August 2024 and signed on its behalf.



M T M Khalifa
Director

- 2 -

 
BMB GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

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 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; and

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 2006They 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

The Company was non-trading and as such did not trade during the current or prior financial period.

Directors

The directors who served during the year were:

A Arafa 
M M S Cotter (resigned 20 October 2023)
M T M Khalifa 
M A E Morsy 
Baird Group Ltd (resigned 8 July 2024)
- 3 -

 
BMB GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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.

Going concern

The directors believe the Company will 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 financial statements.
The Company has net current liabilities of £3,798k (Unaudited 2022: £3,798k), however the directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the UK group companies and A Arafa.

Greenhouse gas emissions, energy consumption and energy efficiency action

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. 

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

On 1 January 2024, the ultimate Parent Company changed from Al Arafa for Investments and Consultancies S.A.E to GTEX for Commercial and Industrial Investments S.A.E, a Company incorporated in Egypt.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 20 August 2024 and signed on its behalf.
 





M T M Khalifa
Director

- 4 -

 
BMB GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB GROUP LIMITED
 

Opinion

We have audited the financial statements of BMB Group Limited (the ‘Company’) for the year ended 31 December 2023 which comprise  the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 FRS 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 December 2023 and of its results 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 Auditor’s 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 UK, including the FRC’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.
Other matter
Without qualifying our opinion, we draw attention to the accounting policies on page 12 to the financial statements and the fact that the comparative information in the accounts was unaudited as the company was entitled to exemption from audit. 

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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.
- 5 -

 
BMB GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB GROUP LIMITED
 

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.

Opinions 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 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.

- 6 -

 
BMB GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB GROUP LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
- 7 -

 
BMB GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB GROUP LIMITED
 

In addition, we evaluated the directors' and 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 the posting of manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to investment and intangible asset impairment assessment and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 auditor's 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.




Shaun Mullins (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
5th Floor
3 Wellington Place
Leeds
LS1 4AP

21 August 2024
- 8 -

 
BMB GROUP LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

The Company has not traded during 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.


- 9 -

 
BMB GROUP LIMITED
REGISTERED NUMBER: 04090218

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Unaudited 2022
Note
£000
£000

Fixed assets
  

Investments
 5 
44
44

Current assets
  

Debtors: amounts falling due within one year
 6 
-
209

Creditors: amounts falling due within one year
 7 
(3,798)
(4,007)

Net current liabilities
  
 
 
(3,798)
 
 
(3,798)

Total assets less current liabilities
  
(3,754)
(3,754)

  

Net liabilities
  
(3,754)
(3,754)


Capital and reserves
  

Called up share capital 
 8 
1
1

Profit and loss account
 9 
(3,755)
(3,755)

  
(3,754)
(3,754)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 August 2024.




M T M Khalifa
Director

The notes on pages 12 to 19 form part of these financial statements.

- 10 -

 
BMB GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 30 January 2022 (Unaudited)
1
(3,755)
(3,754)


Comprehensive income for the period

Profit for the period
-
-
-
Total comprehensive income for the period
-
-
-



At 1 January 2023 (Unaudited)
1
(3,755)
(3,754)


Comprehensive income for the year

Profit for the year
-
-
-
Total comprehensive income for the year
-
-
-


At 31 December 2023
1
(3,755)
(3,754)


The notes on pages 12 to 19 form part of these financial statements.

- 11 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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 holding company.
These financial statements have been prepared for the year to 31 December 2023. The previous financial statements were prepared on a 11 month period to 31 December 2022, therefore the results for the period are not wholly comparable with the prior year. As per page 5 the comparative information was unaudited as the Company was entitled to exemption from audit. 

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 judgement in applying the Company's accounting policies (see note 3).

The Company's functional and presentational currency is GBP, rounded to the nearest £'000.

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);
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 Al Arafa for Investments and Consultancies SAE as at 31 December 2023 and these financial statements may be obtained from c/o Swiss Garment Company, 10th Ramadan City, 3rd Industrial Zone Al, Egypt.

- 12 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
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 a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

The directors believe the Company will 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 financial statements.
The Company has net current liabilities of £3,798k (Unaudited 2022: £3,798k), however the directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the UK group companies and A Arafa.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.7

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.

- 13 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
- 14 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

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 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.

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BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Critical judgments in applying the Company's accounting policies
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i) Carrying value of investments
In assessing whether there have been any indicators of impairment in investments, the directors have considered historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There have been no indicators of impairments identified during the current or prior financial year.
Key sources of estimation uncertainty
Estimates 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 year have been identified by management.


4.


Employees

The Company has no employees other than the directors. 
The directors in office at 31 December 2023 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.






5.


Fixed asset investments





Investments in subsidiary companies

£000



Cost


At 30 January 2022 (Unaudited)
44



At 31 December 2023
44




The directors believe that the carrying value of the investments is supported by their future trading plans.

- 16 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

BMB Clothing Limited
2100 Century Way, Thorpe Park, Leeds LS15 8ZB
Concession retailer and wholesaler
Ordinary
100%
Addison & Steele Tailoring Limited
2100 Century Way, Thorpe Park, Leeds LS15 8ZB
Dormant
Ordinary
100%
Racing Green Apparel Limited
2100 Century Way, Thorpe Park, Leeds LS15 8ZB
Dormant
Ordinary
100%
Alexandre London Inc*
4500 Main Street, Suite 620, Virginia Beach, VA23462
Concession retailer
Ordinary
100%
BS Europe B.V.*
Kerkenbos 1020 E Nijmegen
Concession retailer
Ordinary
100%
BS Europe GmbH*
Regus Cologne City, Neumarkt Galerie Koln, Richmondstrase 6, 50667
Concession retailer
Ordinary
100%
Worth Valley Menswear Limited*
2100 Century Way, Thorpe Park, Leeds LS15 8ZB
Dormant
Ordinary
100%
Alexandre of England 1988 Limited*
2100 Century Way, Thorpe Park, Leeds LS15 8ZB
Dormant
Ordinary
100%

Subsidiaries marked with a * are indirect subsidiaries of the Company.

- 17 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Debtors

2023
Unaudited 2022
£000
£000


Amounts owed by group undertakings
-
209


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


7.


Creditors: Amounts falling due within one year

2023
Unaudited 2022
£000
£000

Amounts owed to group undertakings
3,798
4,007


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


8.


Share capital

2023
Unaudited 2022
£
£
Allotted, called up and fully paid



33,187 (2022 - 33,187) A Ordinary shares of £0.01 each
332
332
49,743 (2022 - 49,743) B Ordinary shares of £0.01 each
497
497

829

829

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.



9.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

- 18 -

 
BMB GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Contingent liabilities

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 2023 the maximum liability under this arrangement was £16,888k (Unaudited 31 December 2022: £17,225k).


11.


Related party transactions

The Company has taken advantage of the exemption available in Section 33 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" related party disclosures from the requirement to disclose transactions with wholly owned group companies.


12.


Post balance sheet events

On 1 January 2024, the ultimate Parent Company changed from Al Arafa for Investments and Consultancies S.A.E to GTEX for Commercial and Industrial Investments S.A.E, a Company incorporated in Egypt.


13.


Controlling party

The immediate parent undertaking is Baird Group Limited, a company incorporated in England and Wales.
At 31 December 2023, 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.
The ultimate controlling company is Baird Group (Holdings) Limited by virtue of the majority shareholding.

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