REGISTERED NUMBER: 11534762 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

J&B DIRECT HOME TEXTILES GROUP (UK)

LIMITED

Page

Company Information

1

Report of the Directors

2

Income Statement

3

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTORS:

Mrs C Appennini

A Venugopal

REGISTERED OFFICE:

Portman House

2 Portman Street

London

W1H 6DU

REGISTERED NUMBER:

11534762 (England and Wales)

ACCOUNTANTS:

Trustige Limited

4th Floor, Portman House,

2 Portman Street

London

W1H 6DU

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs C Appennini

A Venugopal

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mrs C Appennini - Director

4 November 2025

TURNOVER

-

-

Administrative expenses

81,797

(20,582

)

OPERATING (LOSS)/PROFIT

(81,797

)

20,582

Interest receivable and similar income

47

19

(81,750

)

20,601

Interest payable and similar expenses

273,458

286,265

LOSS BEFORE TAXATION

(355,208

)

(265,664

)

Tax on loss

514

-

LOSS FOR THE FINANCIAL YEAR

(355,722

)

(265,664

)

FIXED ASSETS

Investments

5

4,580,199

4,580,199

CURRENT ASSETS

Debtors

6

8,802

9,192

Cash at bank

74,716

172,970

83,518

182,162

CREDITORS

Amounts falling due within one year

7

853,596

699,650

NET CURRENT LIABILITIES

(770,078

)

(517,488

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,810,121

4,062,711

CREDITORS

Amounts falling due after more than one year

8

4,163,546

4,060,414

NET (LIABILITIES)/ASSETS

(353,425

)

2,297

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(353,426

)

2,296

SHAREHOLDERS' FUNDS

(353,425

)

2,297

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 4 November 2025 and were signed on its behalf by:

Mrs C Appennini - Director

1.	STATUTORY INFORMATION

J&B Direct Home Textiles Group (Uk) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard application in the UK and Republic of Ireland'.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount , the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

When it is not possible to estimate the recoverable amount of an individual asset , an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs . The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price,unless the arrangement constitute a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss.

All other such investments are subsequently measured at cost less impairment.

Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Other financial instruments are subsequently measured at fair value,with any changes recognised in profit or loss,with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment,an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance ,and other financial assets that are individually significant,these are assessed individually for impairment.Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately,to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 2 ) .

2024

2023

as

restated

£

£

Directors' remuneration

14,400

13,200

4.	PRIOR YEAR ADJUSTMENT

Outstanding Loan & Interest - prior year adjustment:

The Accounts have been re-stated to incorporate the impact of the following:-

i) an incorrect calculation of an outstanding loan and interest due thereon. The change has resulted in accumulated losses as at 31st December 2022 being reduced by £50,982; and

ii) an incorrect recording of consultancy fees. The change has resulted in accumulated losses as at 31st December 2022 being reduced by a further £49,901.35.

Summary of the prior year accounting impact:

£(50,982) - Reduction in loan interest paid

£149,601 - Reduction in accrued loan interest

£(39,812) - Increase in balance of loan outstanding

£ 49,901 - Increase in in consultancy fees

£108,708 - Prior Year Adjustment

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2024

and 31 December 2024

4,580,199

NET BOOK VALUE

At 31 December 2024

4,580,199

At 31 December 2023

4,580,199

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

£

Trade debtors

8,478

8,868

Other debtors

324

324

8,802

9,192

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

£

Trade creditors

230

11,342

Taxation and social security

270

(972

)

Other creditors

853,096

689,280

853,596

699,650

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as

restated

£

£

Bank loans

3,743,019

3,643,366

Amounts owed to group undertakings

420,527

417,048

4,163,546

4,060,414

9.	CONTROLLING PARTY

The ultimate contorting party is Direct Home Textiles Group LLC by virtue holding 100% of the ordinary shares in J & B Direct Textiles Group (UK) Limited.

10.

LOANS

The loan is to be repaid by annual instalments by the 31/12/2037and interest is charged at 7.5% per annum.

This loan is secured on the shares in Intercontinental Trading Company B.V.