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BMB Clothing Limited
Registered number: 04090249
Annual report and
financial statements
For the year ended 31 December 2024
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BMB CLOTHING LIMITED
COMPANY INFORMATION
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M T M Khalifa (resigned 24 September 2025)
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Baird Group Ltd (resigned 8 July 2024)
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M L Cicognani (appointed 7 March 2024)
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K Gul (appointed 1 January 2024)
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Chartered Accountants & Statutory Auditor
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BMB CLOTHING LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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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 CLOTHING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report on the Company for the year ended 31 December 2024.
Results and dividends
The Company's loss before taxation for the year ended 31 December 2024 was £14,779k (11 month period ended 31 December 2023: £9,038k) with sales of £35,199k (11 month period ended 31 December 2023: £49,391k). Net liabilities at period end were £18,805k (31 December 2023: £7,372k).
Trading
The Company has operated in a highly competitive and demanding retail environment throughout the financial year. Despite the broader challenges facing the fashion and retail sectors — including cost-of-living pressures, shifting consumer preferences, and increased operational costs — the business maintained a resilient trading performance.
Revenue for the year showed a decline of 28.7% due to closing loss-making stores and a decline in demand for Ted Baker wholesale channel and termination of Ben Sherman license in 2023. Footfall in physical stores remained below pre-pandemic levels but was supported by increased conversion rates.
There has been a conscious effort from management to divert more resources to retail than wholesale and as such turnover in retail is similar year-on-year despite closure of stores in the year. This shows strong current store portfolio for future growth.
Reduction in gross margin is due to focusing on converting cash for slow moving stock. Margin pressures remained a concern, influenced by inflationary cost increases across raw materials, manufacturing, and logistics. However, the business implemented targeted pricing strategies and supplier negotiations to partially offset these effects.
Management continues to monitor consumer trends closely and remains focused on sustainable growth, operational efficiency, and delivering value through quality, service, and innovation. Looking ahead, the Company is cautiously optimistic about market conditions and will continue to adapt its strategy in response to economic headwinds and evolving customer behaviour.
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BMB CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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The Company uses a range of performance measurements to monitor and manage the business effectively. The key financial performance indicators used are turnover; gross profit and margin; and average stock turn. In common with most retailers, these KPIs are monitored and measured regularly, by individual store and by product type. The importance of the Company's electronic point of sale system is paramount to the capture and analysis of data. This enables the retail offer to be aligned to the local market in order to maximise gross profit. The same KPIs are used to monitor the wholesales division.
The key performance indicators for the Company for the year ended 31 December 2024, with comparatives for the preceding period, are set out below:
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Year ended 31 December
2024
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11 month period ended 31 December 2023
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Average stock turn (weeks)
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Principal risks and uncertainties
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The management of the business and the execution of the Company's strategy are subject to several risks. The key business risks and uncertainties affecting the Company are considered to relate to the general economy and retail environment in which it trades, continuity of supply of products at acceptable margins, retention of skilled employees and increases in employment and host store costs. The Company work closely with its suppliers and customers to minimise these risks. The Company maintains a wide variety of brands, positioned differently in the market, to suit a wide variety of customer requirements. This allows the Company to meet the needs of a diverse range of customers, avoid brand conflict and reduce risk.
The Company maintains its human resources strategies to support the development of people including team briefings and performance review processes across all locations.
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BMB CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Economic impact of global events
The financial year ending 31 December 2024 was shaped by a series of global economic and geopolitical developments that created a challenging operating environment across the retail sector.
Persistent inflationary pressures, particularly in energy and raw materials, continued to affect consumer spending and supply chain costs. Although inflation rates began to stabilise in the latter part of the year in key markets, cost volatility remained a concern for both manufacturers and retailers. Central bank monetary policy responses, including interest rate hikes in the UK, Europe, and the US, further influenced consumer confidence and discretionary spending behaviour.
The ongoing conflict in Eastern Europe, combined with tensions in the Middle East and Red Sea shipping disruptions, contributed to increased logistical uncertainty and elevated freight costs. These events also heightened supplier risk and required the Company to adopt more flexible sourcing and inventory planning strategies to maintain business continuity.
In addition, currency fluctuations, particularly involving GBP, EUR, and USD, impacted import pricing and margin planning. While the Company employs appropriate hedging mechanisms, foreign exchange volatility presented ongoing challenges in cost forecasting.
Despite these headwinds, the Company remained agile and responsive, taking proactive steps to mitigate risks and adapt to evolving macroeconomic conditions. Management remains cautiously optimistic, recognising that while global uncertainty persists, the business is well positioned to respond with resilience and flexibility.
Future outlook
In the past 12 months, the company is now privately owned by Dr Alaa Arafa with his ongoing commitment and ambition to drive the brand.
The Company has and will continue to look for opportunity to open new retail space to expand its current portfolio thus further driving positive impacts on trading activity and cash flow.
Current trading is showing a good like for like growth in stores and linked to the new product strategy shows the Company is delivering the right products to the end consumers.
Operating an effective omni channel is essential to getting the right product to the end customer and the Company is investing in new systems and processes to increase the delivery and flexibility options available.
Ongoing uncertainty with the Ted Baker brand and Licence continues to give uncertainty in the Market.
The business will continue to manage costs effectively and monitor micro- and macro-economic trends. Despite the challenging trading environment, the business is well-placed to maximise efficiencies and growth.
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BMB CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial risk management and policies
The Company's operations expose it to a variety of financial risks that include the effects of changes in exchange rates, credit risk, liquidity risk and interest rate risk. The Company manages these risks and seeks to limit the adverse effects on the financial performance of the Company. Exchange risks are controlled by monitoring levels of currency requirements and where risks are considered material, rates are protected using foreign exchange forward contracts.
Credit risks are controlled through a credit assessment procedure on all new customers and the close monitoring of payments by existing customers.
Liquidity risks are controlled by a policy of balancing payment terms with stock holdings and debtor terms, where applicable, and regular forecasting is undertaken to establish the future adequacy of finance facilities.
The Company continues to monitor the future effects of rate changes and, to date, these risks have not been considered material, and no specific actions have been taken. The Company has a risk management assessment program which seeks to identify and address major commercial and financial risks.
Directors' duties under S172 of the UK Companies Act 2006
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The directors of the Company, as those of all UK companies, must act in accordance with a general set of duties. These duties are detailed in S172 of the UK Companies Act 2006. The following paragraphs summarise how the directors fulfil their duty to promote the success of the Company and in doing so have regard to:
Business Relationships
We have a key focus on developing and maintaining strong customer relationships through delivery of outstanding service. We value our suppliers, many of whom we have been in partnership with for many years and commit to always engaging responsibly and fairly. It is the policy of the Company to pay suppliers to terms.
Community and Environment
The Company actively considers the impact of its operations on the community and environments, targeting sustainability and environmental improvements wherever possible.
Shareholders
The Company is a member of Baird Group (Holdings) Limited. The strategy and objectives of the Group are deployed through the Company via the annual budget setting process and long-term plan, which seek to align the goals of the Company with those of the Group and shareholders, and to ultimately promote the long-term growth and success of the business.
Our People and Values
Details about the directors involve employees and promote success can be found in the Directors' Report.
This report was approved by the board on 29 September 2025 and signed on its behalf.
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BMB CLOTHING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
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; 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity is as a retailer and wholesaler of men's formal and casual clothing in the United Kingdom and internationally through stores, concessions and the Internet.
The loss for the year, after taxation, amounted to £14,893k (2023 - £8,721k).
The directors do not recommend a payment of a dividend (11 month period ended 31 December 2023: £Nil).
The directors who served during the year were:
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M T M Khalifa (resigned 24 September 2025)
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Baird Group Ltd (resigned 8 July 2024)
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M L Cicognani (appointed 7 March 2024)
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K Gul (appointed 1 January 2024)
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BMB CLOTHING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 234 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 Directors' and Officers' liability insurance in respect of itself and its directors.
The Company has net liabilities of £18,805k (31 December 2023: £7,372k) and net current liabilities, including the pension asset, of £18,494k (31 December 2023: £7,667k).
The Company's banking facilities are or will be subject to a guarantee provided by Dr Alaa Arafa.
After 31 December 2024, the £12m working capital facility, provided by Qatar Islamic Bank, which is subject to annual review was renewed with a facility end date of April 2030 and its liability as at 31 December 2024 was £10,723k. The overdraft facility provided by National Bank of Egypt has been exited as of July 2025 and its liability as of 31 December 2024 was £1,033k. Both facilities were fully drawn down as of 31 December 2024.
Detailed forecasts have been prepared for the foreseeable future which support the directors' assessment that the Company is a going concern. The Company has cash flow forecasts based on current macro and microeconomic factors, up to 31 August 2026. These revised forecasts include plausible and downside scenarios that could occur during the forecasted periods. These assumptions are based on gross profit and costs. The forecasts, having been reviewed, scrutinised and approved by the Board of Directors, demonstrate that the Company remains a going concern. Furthermore, the Directors have obtained a letter, from Dr Alaa Arafa confirming that he will provide financial support to the Company for the foreseeable future and, in any case, to a date not earlier than twelve months following the date of approval of these financial statements by the auditors. Evidence of such support has been demonstrated through further funding in 2025 by Dr Alaa Arafa which has increased the interest free unsecured loan to £30.5m as at September 2025 and has committed more funding to the Company.
A new loan agreement has been signed for this interest free unsecured loan of £30.5m which states repayments are due from April 2029 therefore all amounts are now considered to be long-term.
As such, whilst the trading environment remains challenging, the Company has sufficient financial resources, full support from Dr Alaa Arafa and clearly defined performance objectives that enable the Company to continue trading until at least 12 months from the date of signing these financial statements. Consequently, the Directors are satisfied that the Company is well-placed to manage its business risks and that the going concern assumption is appropriate for the preparation of the financial statements of the Company. The financial statements therefore do not include the adjustments that would be required if the Company was unable to continue as a going concern.
The Company is committed to employment policies which follow best practice, based on equal opportunities for all employees irrespective of sex, race, colour, disability or marital status. The Company gives full and fair consideration to applications for employment from disabled persons, having regard to their aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If members of staff become disabled the Company continues employment either in the same or an alternative position, with appropriate retraining being given if necessary.
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BMB CLOTHING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that they can be considered when making decisions that are likely to affect their interest. Employee involvement in the Company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company plays a major role in maintaining future performance. The Company encourages the involvement of employees by means of regular update meetings and communications to the retail teams through 'team talk', via a weekly intranet update for all Head Office staff and via Employee Representative meetings covering all the different sites making up the Company.
Streamlined Energy and Carbon Reporting (SECR)
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Compliance overview
This SECR disclosure represents our United Kingdom carbon footprint across Scope 1,2 and 3 emissions. It also includes an appropriate intensity metric, our total electricity, gas and transport fuel energy use, and a summary of the energy efficiency actions taken in the relevant financial period.
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Year ended
31 December 2024
kWh
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11 month period ended
31 December 2023
kWh
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Aggregate of energy consumption in the period:
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Fuel consumed for transport
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Emissions of CO2 equivalent
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Year ended
31 December 2024
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11 month period ended
31 December 2023
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Carbon intensity metric
tCO2e/FTE
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Carbon intensity metric
tCO2e/FTE
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Electricity purchased (Scope 2 and 3)
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Fuel consumed for transport (Scope 1)
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Quantification and reporting methodology
Methodology has been used to ensure compliance with the SECR requirements. The government issued "Greenhouse gas reporting: conversion factors 2020" conversion figures for CO2e were used along with the figures to determine the kWh from mileage.
Intensity measurement
The chosen intensity measurement ratio is gross CO2 emissions/number of full-time equivalent employees.
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BMB CLOTHING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Measures taken to improve energy efficiency
The Company continues to strive for energy and carbon reduction arising from its activities. During this reporting period, the Company initiated a piece of work to calculate its full carbon footprint as a first step to developing a road map to net zero. This involves checking and verifying scope 1 & 2 SECR calculations and reviewing scope 3 emissions data coverage against the 15 GHG Protocol scope 3 categories to help establish the boundary of the footprint. The final report to be produced will provide clear guidance on the scope of work involved in developing a Net Zero Carbon Footprint position.
In addition to this, the Company continues to make efficiencies wherever possible, including replacing lighting with energy efficient options and increasing the proportion of fully electric vehicles in the fleet.
Matters covered in the Strategic Report
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The directors have elected under section 414c of the Companies Act 2006 not to disclose the future development information on the basis that it is covered in the Strategic Report on pages 1-4.
Disclosure of information to auditor
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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 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
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In September 2025 the Company has entered into an updated shareholder loan agreement post year-end which deems the short-term other loan value of £18,235k as at 31 December 2024, is now repayable from April 2029. So the short-term loan value of £18,235k falling due within one year is now long-term and accrues no interest.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 September 2025 and signed on its behalf.
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BMB CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB CLOTHING LIMITED
Opinion
We have audited the financial statements of BMB Clothing Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, 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 2024 and of its loss 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.
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.
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BMB CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB CLOTHING 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.
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BMB CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB CLOTHING LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.
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 the 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.
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BMB CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BMB CLOTHING LIMITED
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks 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 assumptions and judgements used in assessing the carrying values of investments and goodwill balances and in relation to the recoverability of group company debtors, significant one-off or unusual transactions, and revenue cut-off.
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
29 September 2025
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BMB CLOTHING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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11 month ended
31 December
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income for the year
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Actuarial (losses)/gains on defined benefit pension scheme
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Movement of deferred tax relating to pension surplus
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Change in value of hedging instrument
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Movement of deferred tax relating to cash flow hedge reserve
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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 17 to 47 form part of these financial statements.
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BMB CLOTHING LIMITED
REGISTERED NUMBER: 04090249
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Debtors: amounts falling due after more than 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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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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BMB CLOTHING LIMITED
REGISTERED NUMBER: 04090249
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 17 to 47 form part of these financial statements.
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BMB CLOTHING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital contribution reserve
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Comprehensive income for the period
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Other comprehensive income
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Total comprehensive income for the period
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 17 to 47 form part of these financial statements.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BMB Clothing Limited ("the Company") is a private company, limited by shares, incorporated in England and Wales, registered number 04090249. The registered address is 2100 Century Way, Thorpe Park, Leeds, LS15 8ZB.
The comparative period is for the 11 months period ended 31 December 2023. The current reporting period is for the year ended 31 December 2024 to be coterminous with that of the Group, and therefore not directly comparable.
The principal activity is as a retailer and wholesaler of men's formal and casual clothing in the United Kingdom and internationally through stores, concessions and the Internet.
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 judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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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 Baird Group (Holdings) Limited as at 31 December 2024 and these financial statements may be obtained from 2100 Century Way, Thorpe Park, Leeds, England, LS15 8ZB.
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Exemption from preparing consolidated financial statements
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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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has net liabilities of £18,805k (31 December 2023: £7,372k) and net current liabilities, including the pension asset, of £18,494k (31 December 2023: 7,667k).
The Company's banking facilities are or will be subject to a guarantee provided by Dr Alaa Arafa.
After 31 December 2024, the £12m working capital facility, provided by Qatar Islamic Bank, which is subject to annual review was renewed with a facility end date of April 2030 and its liability as at 31 December 2024 was £10,723k. The overdraft facility provided by National Bank of Egypt has been exited as of July 2025 and its liability as of 31 December 2024 was £1,033k. Both facilities were fully drawn down as of 31 December 2024.
Detailed forecasts have been prepared for the foreseeable future which support the directors' assessment that the Company is a going concern. The Company has cash flow forecasts based on current macro and microeconomic factors, up to 31 August 2026. These revised forecasts include plausible and downside scenarios that could occur during the forecasted periods. These assumptions are based on gross profit and costs. The forecasts, having been reviewed, scrutinised and approved by the Board of Directors, demonstrate that the Company remains a going concern. Furthermore, the Directors have obtained a letter, from Dr Alaa Arafa confirming that he will provide financial support to the Company for the foreseeable future and, in any case, to a date not earlier than twelve months following the date of approval of these financial statements by the auditors. Evidence of such support has been demonstrated through further funding in 2025 by Dr Alaa Arafa which has increased the interest free unsecured loan to £30.5m as at September 2025 and has committed more funding to the Company.
A new loan agreement has been signed for this interest free unsecured loan of £30.5m which states repayments are due from April 2029 therefore all amounts are now considered to be long-term.
As such, whilst the trading environment remains challenging, the Company has sufficient financial resources, full support from Dr Alaa Arafa and clearly defined performance objectives that enable the Company to continue trading until at least 12 months from the date of signing these financial statements. Consequently, the Directors are satisfied that the Company is well-placed to manage its business risks and that the going concern assumption is appropriate for the preparation of the financial statements of the Company. The financial statements therefore do not include the adjustments that would be required if the Company was unable to continue as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £'000.
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.
- 18 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover comprises the value of goods and services supplied to third parties, before concession fees and excluding value added tax, trade discounts, commissions and other amounts receivable in return for performance under contractual arrangements.
The Company recognises revenue when:
(a) the significant risks and rewards of ownership have been transferred to the buyer;
(b) the Company retains no continuing involvement or control over the goods;
(c) the amount of revenue can be measured reliably;
(d) it is probable that the future economic benefits will flow to the entity; and
(e) when the specific criteria relating to each of the Company's sales channels have been met, as described below.
(i) Sale of goods - retail
The Company operates retail shops for the sale of a range of branded products. Sales of goods are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually by cash, credit or payment card. Sales are made to retail customers with a right to return within 30 days, subject to certain conditions regarding usage. Accumulated experience is used to estimate and provide for such returns at the point of sale.
(ii) Sale of goods - Internet
The Company sells goods via its websites for delivery to the customer. Revenue is recognised when the risks and rewards of the inventory is passed to the customer, which is the point of despatch of goods from the warehouse. Transactions are settled by credit card, payment card or PayPal. Sales are made to online customers with a right to return within 30 days, subject to certain conditions regarding usage. Accumulated experience is used to estimate and provide for such returns at the point of sale.
(iii) Sale of goods - concessions
The Company has entered into a number of concession agreements with various high street stores. The Company receives a fixed percentage based on the concessions' revenue. The revenue is recognised on an accrual's basis.
(iv) Income from licensees
Certain brands and product categories have been licensed to third parties. Fees are charged for the use of the rights granted by the agreement and are recognised as the rights are used.
(v) Sale of goods - wholesale
For wholesale sales, turnover is recognised once the title of the relevant goods has passed. Certain wholesale sales are made under retention of title until the payment is passed.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
- 19 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 20 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Defined benefit pension plan
The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Every 3 years the Company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.
- 21 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Intangible assets (continued)
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Other intangible assets
Intangible assets 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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
On acquisition of a business, fair values are attributed to the identifiable assets, customer relationships and licence agreements. Where the cost of the business combination exceeds the fair value of the Company's interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The company, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the profit and loss account over the period expected to benefit.
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.
The estimated useful lives range as follows:
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Brand Trade Marks, Licences & Customer Relationships
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shorter of 10 years and contract life
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
- 23 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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10 years or over the lease term
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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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Provisions for liabilities
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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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its 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.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
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.
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 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.
- 27 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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 historical 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. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below.
(i) Impairment calculations
The Company considers whether non-current assets on the balance sheet are impaired. Where an indication of impairment is identified, the estimation of recoverable values requires judgement of the recoverable value of the cash generating units. This requires estimation of the future cash flows from the cash generating units and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. Impairment reviews were performed in respect of investments, tangible and intangible assets held at 31 December 2024. Upon review the value of any impairment was considered immaterial and no impairment charge was incorporated into the financial statements.
(ii) Provisions
Provision are made for inventory, Net realisable value is the selling price of inventory in the ordinary course of business less estimated selling costs. Provisions are made for the estimated obsolescence of old seasons' lines based on historical margin trends. The provision as at the year end was £3,625k (31 December 2023: £603k).
(iii) Defined benefit pension scheme
The Company has obligations to pay pension benefits to certain current and former employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet; an actuary has been engaged to assist management in making these estimates. The assumptions reflect historical experience and current trends.
- 28 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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11 months ended
31 December
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Analysis of turnover by country of destination:
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11 months ended
31 December
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Analyses by business activity are based on the Company's management structure. Geographical analysis is based on the country in which the customer is located.
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- 29 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating loss is stated after charging/(crediting):
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11 months ended
31 December
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Depreciation of tangible assets
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Amortisation of intangible assets
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Loss on disposal of fixed assets
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During the year, the Company obtained the following services from the Company's auditor:
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11 months ended
31 December
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent Company.
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- 30 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs, including directors' remuneration, were as follows:
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11 months ended
31 December
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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11 months ended
31 December
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- 31 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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11 months ended
31 December
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £298k (2023 - £241 k).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15k (2023 - £20k).
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11 months ended
31 December
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Interest payable and similar expenses
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11 months ended
31 December
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- 32 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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11 months ended
31 December
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Interest income on pension scheme assets
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11 months ended
31 December
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Origination and reversal of timing differences
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Effect of tax rate charge on opening balance
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- 33 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.9%). The differences are explained below:
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11 months ended
31 December
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.9%)
|
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Expenses not deductible for tax purposes
|
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Other permanent differences
|
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Adjustments to tax charge in respect of prior periods - impact of change in rate on deferred tax
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Movement in deferred tax not recognised
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Total tax charge for the year/period
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Based on current capital investment plans, the Company expects to continue to be able to claim capital allowances in excess of depreciation in future years at a similar level to the current period.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Company did not recognise deferred tax assets in respect of losses that can be carried forward against future taxable income of £10,394,998 (2023: £7,365,000).
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 34 -
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Brand Trade Marks, Licences & Customer Relationships
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The directors believe that the carrying value of the intangible assets is supported by their future trading plans.
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- 35 -
|
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BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Short-term leasehold property
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Investments in subsidiary companies
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The directors believe the carrying value of the investments is supported by their expected future trading. The carrying value of investments in the dormant companies is supported by the net assets of the companies.
|
- 36 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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|
|
The following were subsidiary undertakings of the Company:
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4500 Main Street, Suite 620, Virginia Beach, VA23462, USA
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Alexandre of England 1988 Limited
|
2100 Century Way, Thorpe Park, Leeds, LS11 5BB
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Kerkenbos, 102OE, Nijmegen, Netherlands
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Regus Cologne City, Neumarkt Galerie Koln, Richmondstrase 6, 50667 Koln, Germany
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Worth Valley Menswear Limited
|
2100 Century Way, Thorpe Park, Leeds, LS11 5BB
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Raw materials and consumables
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Finished goods and goods for resale
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In the opinion of the directors, the replacement value of inventories does not differ materially from the book value. Inventories are stated after the provision for impairment of £3,625k (31 December 2023: £603k).
|
- 37 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Due after more than one year
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Amounts owed by group undertakings
|
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
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Cash and cash equivalents
|
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Bank overdraft is repayable on demand. Interest is charged at 3.5% over the National Bank of Egypt (UK) Ltd base rate for sterling overdrafts. The overdraft facility is secured by a fixed and floating charge over the assets of the Company and a guarantee from a shareholder.
Cash at bank in hand includes an invoice discounting facility with a balance of £Nil (2023: £137k).
|
- 38 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
|
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Other taxation and social security
|
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Accruals and deferred income
|
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Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
Other creditors include the licence fee liability that arose on the acquisition of the Ben Sherman licences.
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Creditors: Amounts falling due after more than one year
|
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- 39 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
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|
|
Analysis of the maturity of loans is given below:
|
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Amounts falling due within one year
|
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Amounts falling due 2-5 years
|
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The bank loan is held with Qatar Islamic Bank (QIB) with a 12 monthly renewable revolving working capital facility of £10,723K (2023: £12,000k). The facility is secured by a fixed and floating charge over the assets of the Company and a guarantee from a shareholder. Within the period, the Company began repayments of this loan.
The other loans relates to loans from a shareholder, whereby an amended loan agreement has occurred post year-end which deems the loans to be repayable from April 2029 and so amounts falling due within one year are now a long-term loan and accrue no interest.
|
- 40 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
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|
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Charged to other comprehensive income
|
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The deferred tax balance is made up as follows:
|
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Accelerated capital allowances
|
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Asset - due after one year
|
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The deferred tax liability arising on the pension scheme is £890,000 which is offset against a deferred tax asset to bring deferred tax recognised within the financial statements to £Nil. The excess deferred tax asset has been unrecognised due to the uncertainty in the timing of potential future profits.
|
- 41 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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|
|
Charged to profit or loss
|
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|
|
The provision for dilapidation is for the future dilapidation costs of the Company's leasehold properties.
£228k of this provision is to be utilised in the year to 31 December 2024, with the remaining balance being utilised over 1 year.
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|
Allotted, called up and fully paid
|
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1 (2023 - 1) Ordinary share of £1.00
|
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|
|
The ordinary share has full rights in the Company with respect to voting, dividends and distributions
|
Capital contribution reserve
The capital contribution reserve represents amounts contributed a shareholder.
Cash flow hedge reserve
Includes all transactions arising from the Company's cash flow hedging arrangements.
Profit and loss account
Includes all current and prior period retained profits and losses.
- 42 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates both a defined benefit scheme with assets held in a separately administered fund, and a defined contribution scheme.
Defined contribution scheme
A stakeholder pension scheme exists for all employees who are not covered by the defined benefit scheme. Prior to the establishment of this scheme, employees were covered for pension benefits by the group's continued participation in the money purchase section of the BMB Group Pension Scheme. The total contributions paid to the BMB Stakeholder scheme in the year ended 31 December 2024 was £75k (31 December 2023: £51k). The amount outstanding at 31 December 2024 was £28k (31 December 2023: £4k).
The Auto Enrolment Pension Scheme became operational in 2014, total contributions paid to the NEST scheme in the year ended 31 December 2024 was £125k (31 December 2023: £148k). The amount outstanding at 31 December 2024 was £27k (31 December 2023: £27k).
The Company operates a Defined Benefit Pension Scheme.
Defined benefit scheme
The defined benefit scheme is called the BMB Group Pension Scheme. The pension cost in relation to the BMB Group Pension Scheme is assessed in accordance with the advice of an independent qualified actuary using the projected unit method. The scheme closed to future accrual on 31 March 2021. The latest actuarial valuation of the scheme was performed as at 28 December 2024.
The results of the valuation were updated to 28 December 2024 in accordance with FRS 102 by a qualified actuary. The major assumptions used by the actuary are detailed below.
In June 2023 the High Court ruled in the case of Virgin Media Limited v NTL Pension Trustees. The ruling was that certain pension scheme rule amendments were invalid if they were not accompanied by the correct actuarial confirmation.
This High Court ruling was appealed. In a judgment delivered on 25 July 2024, the Court of Appeal unanimously upheld the decision of the High Court.
At the date of approval of these financial statements, while it is known there is potential for additional pension liabilities to be recognised as a result of this ruling, the impact in monetary terms is not known and it is reasonable to form the view that it is not reasonably estimable. Accordingly, no adjustments to reflect the impact of the ruling have been made in these financial statements.
- 43 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
26.Pension commitments (continued)
|
|
Reconciliation of present value of plan liabilities:
|
|
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Reconciliation of present value of plan liabilities
|
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|
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At the beginning of the year
|
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Experience loss on liabilities
|
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|
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Changes to demographic assumptions
|
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Changes to financial assumptions
|
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|
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Reconciliation of present value of plan assets:
|
|
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At the beginning of the year
|
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Expected return on scheme assets
|
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|
Scheme assets do no include any of the Company's own financial instruments, or any property occupied by the Company.
The expected return on scheme assets is determined by considering the expected returns available on the assets underlying the current investment policy. Expected yields on fixed interest investments are based on gross redemption yields as at the balance sheet date. Expected returns on equity investments reflect long term real rates of return experienced in the respective markets.
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|
Fair value of plan assets
|
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Present value of plan liabilities
|
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- 44 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
26.Pension commitments (continued)
|
|
The amounts recognised in profit or loss are as follows:
|
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|
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Interest income on plan assets
|
|
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|
|
Principal actuarial assumptions at the reporting date (expressed as weighted averages):
|
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- at 65 for a male aged 45 now
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- for a female aged 65 now
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|
- at 65 for a female member aged 45 now
|
|
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|
|
As at 31 December 2024, the market values of the assets of the scheme was £19,021k (period to 31 December 2023: £20,956k) which was more than sufficient to cover all of the benefits that had accrued to members, after allowing for future increases in earnings. The Company has made additional contributions of £Nil in the reporting year (period to 31 December 2023: £Nil).
The Trustees and Employer have agreed that no contributions will be paid by the Employer in respect of the 28 December 2024 valuation as the scheme is in surplus.
If a subsequent actuarial report reveals a deficit in the Scheme the Trustees and the Employer will seek to agree a revised Schedule of Contributions to address the deficit revealed in the actuarial report.
|
- 45 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
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Later than 1 year and not later than 5 years
|
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|
A number of property leases include contingent turnover rent clauses.
|
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|
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.
In the period to 31 December 2024, the Company made the following transactions with non-wholly owned group members:
The Company made purchases of £13,891k (period ended 31 December 2023: £11,976k) to entities under common control. As at year end, the Company owed £11,996k (31 December 2023: £2,914k) to entities under common control.
The Company made purchases of £Nil (period ended 31 December 2023: £545k) to the ultimate parent company. As at year end £Nil (31 December 2023: £545k) was owed by the Company. The prior year balance of £545K related to the ultimate parent company at that point in time. In the current year, a restructuring occurred, resulting in the balance with the same Company now falling under common control. As a result, it is included within the £11,996k balance referred to above.
As at year end the Company had a loan from a shareholder of £23,735k, whereby an amended loan agreement has occurred post year-end which deems the loan to be repayable from April 2029 and so amounts falling due within one year are now a long-term loan and accrue no interest. Details of these loans can be found in note 21.
|
|
|
Post balance sheet events
|
In September 2025 the Company has entered into an updated shareholder loan agreement post year-end which deems the short-term other loan value of £18,235k as at 31 December 2024, is now repayable from April 2029. So the short-term loan value of £18,235k falling due within one year is now long-term and accrues no interest.
- 46 -
|
|
BMB CLOTHING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
At 31 December 2024, the immediate parent undertaking is BMB Group Limited, a company incorporated in England and Wales.
Up until September 2024 the ultimate parent company was GTEX for Commercial and Industrial Investments S.A.E. As at the 31 December 2024 the immediate and ultimate parent company is Romani Ventures Limited, a Company registered in Cayman Islands.
The ultimate controlling party is Dr Alaa Arafa, by virtue of their majority shareholding.
- 47 -
|