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B M FASHIONS (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST JULY 2025






B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST JULY 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Consolidated Statement of Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


B M FASHIONS (HOLDINGS) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST JULY 2025







DIRECTORS: M S Mattu
G S Mattu





SECRETARY: N K Mattu





REGISTERED OFFICE: 11 St Georges Way
Leicester
LE1 1SH





REGISTERED NUMBER: 03863099 (England and Wales)





AUDITORS: HW Bedford Limited
First Floor, Woburn Court
2 Railton Road
Woburn Rd Ind Est
Kempston
Bedfordshire
MK42 7PN

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST JULY 2025

The directors present their strategic report of the company and the group for the year ended 31st July 2025.

REVIEW OF BUSINESS
Sales were higher compared to last year due to the business increasing both product range and licenses. The gross profit margin is marginally lower than the prior year.

The Balance Sheet remains strong as a result of improved working capital management.

Staff morale and well being continue to be at the forefront of management actions.

The current year presented a number of challenges, including elevated interest rates at the start of the period, which gradually moderated, and an increase in National Insurance costs.

Despite these headwinds, the directors have ensured that the business remains well-funded and appropriately derisked, while maintaining sufficient investment in its offshore sourcing offices.

The directors have also ensured that the group's foundation is in a strong position to support future growth. This provides a solid platform for delivering the company's strategic priorities and continuing to create long-term value for stakeholders.



Key performance indicators

2025 2024
£'000 £'000
Turnover 218,027 191,982
Gross Profit 28,344 25,875
Net Assets 15,262 22,657

PRINCIPAL RISKS AND UNCERTAINTIES
The group's sourcing offices continue to work closely with local manufacturing and logistics suppliers to ensure that quality, compliance, and delivery standards are consistently maintained. These offices also oversee adherence to local government regulations and environmental standards across all supply chain operations.

Given the group's reliance on overseas production, purchases and sales are often conducted in multiple currencies. Generally, both purchases and sales are denominated in the same currency, thereby minimising exposure to exchange rate fluctuations. Where foreign currency exposure does arise, it is managed through systems and processes designed to mitigate associated risks.

The group is committed to conducting all manufacturing operations in full compliance with local labour laws and regulations in the jurisdictions in which it operates. The directors have established policies and monitoring procedures to ensure that employment practices are fair, ethical, and free from any form of unfair labour practice, including discrimination, forced labour, or unsafe working conditions. These measures are regularly reviewed to maintain high standards of employee welfare and to mitigate operational and reputational risks.

The directors recognise that the group's operations, including manufacturing and sourcing practices, can have a direct impact on brand reputation and the maintenance of license agreements. High ethical standards and regulatory compliance are central to protecting brand integrity. Policies and controls are in place to monitor suppliers and partners, ensuring that any potential risks to brand reputation or license relationships are identified and mitigated proactively.

Quality control remains a key priority, as the reliability and standard of the group's manufactured products are critical to maintaining brand reputation and fulfilling licence obligations. Robust quality assurance procedures are implemented across all manufacturing operations to minimise the risk of defects and ensure that products meet required standards.

Furthermore, the group is committed to sourcing materials ethically and sustainably, with due diligence and monitoring processes in place to ensure compliance with environmental, social, and governance standards. These measures help safeguard the integrity of the group's products and reinforce strong relationships with brand partners.


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST JULY 2025

SECTION 172(1) STATEMENT
Each director of the group continues to be mindful of their statutory duty to promote the success of the company for the benefit of the members as a whole and, in so doing having regard (amongst other matters) to those factors set out in section 172(1)(a)-(f) of the Companies Act 2006:

(a) the likely consequences of any decision in the long term,
(b) the interests of the group's employees,
(c) the need to foster the group's business relationships with suppliers, customers and others,
(d) the impact of the group's operations on the community and the environment,
(e) the desirability of the group maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the group.

Long term consequences of business decisions:
The group carefully considers the long-term impacts of its business decisions. By aligning operational strategies with sustainable value creation, the Directors ensure that both the group and its owners benefit from enduring growth and resilience.

Interest of the group's employees:
The group values the contribution of its employees and is committed to supporting their well-being, development, and engagement. By fostering a positive and inclusive work environment, the group ensures that employees are empowered to contribute effectively to long-term business success.

Fostering business relationships with suppliers, customers and others:
The group actively fosters strong, mutually beneficial relationships with suppliers, customers, and other stakeholders. By maintaining trust, collaboration, and open communication, the group supports sustainable growth and long-term value creation across its business network.

Impact to the community and the environment:
The group is mindful of the impact of its operations on both the community and the environment. It seeks to conduct business responsibly, minimizing environmental footprint and contributing positively to the communities in which it operates, supporting sustainable and ethical practices.

Maintaining a reputation for high standards and business conduct:
The group is committed to maintaining the highest standards of integrity, ethics, and business conduct. Upholding these principles ensures trust with stakeholders and supports sustainable, long-term success.

Acting fairly between members of the group:
The group is committed to treating all members fairly and equitably. Decisions are made transparently and with consideration for the interests of all stakeholders, ensuring alignment and trust across the ownership structure.

The group constantly liaises with suppliers, customers, and licensors to maintain close working relationships to monitor both current and future developments for the benefit of all parties.


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST JULY 2025

STREAMLINED ENERGY AND CARBON REPORTING (SECR)
Reporting period

1st August 2024 to 31st July 2025

The Group's main trading entity continues to be B.M. Fashions (U.K.) Limited.

Global Licensing Ltd and Fashion UK Germany GmbH both operate from the office locations with shared energy facilities which give no facility to separate our proportion of energy consumption and carbon footprint.

At these sites, staff are encouraged to save power as much as possible and use resources of heat and light as efficiently as possible.

The table below related to B.M. Fashions (U.K.) Ltd.

Energy and Carbon calculation

Type of 2025 2024
emission Activity kWh tCO2e % of Total kWh tCO2e % of Total

Natural Gas 425,382 77.83 48.31% 343,367 62.80 54.48%
Scope 1 Propane - - 0.00% - - 0.00%
Vehicle Fleet - - 0.00% - - 0.00%
Sub-total 425,382 77.83 48.31% 343,367 62.80 54.48%
Scope 2 Electricity 446,146 78.97 49.02% 234,424 48.54 42.11%
Sub-Total 446,146 78.97 49.02% 234,424 48.54 42.11%
Scope 3 Grey Fleet 17,637 4.29 2.66% 16,286 3.93 3.41%
Sub-Total 17,637 4.29 2.66% 16,286 3.93 3.41%
Total gross consumption and 889,165 161.09 100.00% 594,077 115.27 100.00%
Emission

Metric used:
Employee headcount 200 161
Intensity ratio:
Tonnes of tCO2e per employee
headcount


0.81


0.72


GHG emissions and energy consumption
This is the fourth year of SECR reporting for B.M. Fashions (U.K.) Limited.

- B.M. Fashions (U.K.) Limited operate 5 company cars, none of which accrued business mileage during the data period.
- Electricity consumption increased 90% following the upgrade in August 2024 of Loughborough's supply from a relatively small non-half-hourly supply to a much larger half-hourly supply.
- Natural gas consumption increased 24% since the last reporting period at the Loughborough site, probably due to increased use of two gas powered drying machines (to cure print on garments) and five gas heaters used to heat the warehouse areas.
- The net effect of the above was to increase tCO2e per employee from 0.57 to 0.62, despite an increase in staff headcount from 202 to 258.

Intensity ratio
It was decided that the most meaningful intensity metric (i.e. one which would allow stakeholders to quantify B.M. Fashions (U.K.) Limited's environmental impact relative to a given amount of goods and/or services provided) would be one based on average employee headcount during the reporting period. The resulting intensity ratio of tCO2e per employee will best illustrate improvements in real energy efficiency over time.

Efficiency narrative
In addition to continuing to monitor its energy usage and take all necessary actions to minimise energy use and work as efficiently as possible, we have placed additional signage advising staff to turn off lights, computers etc when not in use.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST JULY 2025


Quantification and Reporting Methodology
The methodology used in this report is The GHG Protocol Corporate Accounting and Reporting Standard combined with 2013 UK Government Environmental Reporting Guidelines (updated March 2019). We have used the 2025 DESNZ (Department for Energy Security & Net Zero) GHG conversion factors for Company Reporting and Chartered Institution of Building Services Engineers ('CIBSE') 2021 conversion factors where metered energy consumption was not available.

The energy efficiency narrative methodology has been created based on energy management best practice.

Organisational boundary
We have defined the organisational boundary based upon operational control.

Third-party oversight
Based upon data and commentary provided by B.M. Fashions (U.K.) Limited staff, this report was compiled by Auditel, an independent carbon consultancy.

Research and development
The Group continues to invest in design and researching innovative ways to present products to our customers. this includes investing in new licenses for our brand portfolio.

ON BEHALF OF THE BOARD:





M S Mattu - Director


8th April 2026

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST JULY 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st July 2025.

PRINCIPAL ACTIVITY
The principal activities of B M Fashions (Holdings) Ltd and its subsidiary undertakings during the year continued to be the design, sourcing, manufacture and distribution of fashion apparel and related accessories. The Group focuses on delivering contemporary, high-quality products to its retail and wholesale customers across its chosen markets. There were no significant changes to the nature of the Group’s activities during the year.

DIVIDENDS
The total distribution of dividends for the year ended 31 July 2025 was £11,800,000 (2024: £4,420,809).

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

M S Mattu
G S Mattu

DISABLED EMPLOYEES AND ENGAGEMENT
Our people are at the heart of our success. The directors are dedicated to creating a workplace that is inclusive, respectful, and supportive, where everyone-regardless of age, disability, ethnicity, gender, marital status, religion, social background, or sexual orientation-can thrive and contribute their best.

We are committed to fair and equal opportunities. Applications from disabled candidates are fully considered, and interviewees are invited to request any adjustments they may need. If an employee becomes disabled during their employment, we take reasonable steps to adapt their role or environment, including retraining where appropriate, to ensure they can continue to succeed. Training, development, and promotion opportunities are available to all employees on an equitable basis.

Employee wellbeing is a core priority. We provide resources and initiatives that support mental, physical, and emotional health, while fostering a culture that encourages balance, resilience, and overall wellbeing.

Continuous learning and development are central to our people strategy. Employees can access a wide range of opportunities-from digital learning and mentoring to hands-on experience-so they can grow in their careers while contributing to the group's goals. We aim to create a culture where every individual feels empowered to develop, succeed, and make a real impact.

FINANCIAL INSTRUMENTS
The Group utilises various financial instruments including loans, cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these is to raise finance for the Group's operations. the existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail in the Strategic Report.

POLITICAL DONATIONS AND EXPENDITURE
No political donations were made during the year (2024: £nil).

MATTERS REPORTED IN THE STRATEGIC REPORT
In accordance with section 414C(11) of the Companies Act 2006, the Directors have elected to include within the Strategic Report certain information that would otherwise be required to be disclosed in the Directors’ Report. These matters include the Group’s business model, market positioning, principal risks and uncertainties, and key financial and non-financial performance indicators relevant to the Group's operations. The Directors’ Report should therefore be read alongside the Strategic Report to obtain a complete understanding of the Group’s activities, performance and future outlook.


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST JULY 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, HW Bedford Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M S Mattu - Director


8th April 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
B M FASHIONS (HOLDINGS) LIMITED

Opinion
We have audited the financial statements of B M Fashions (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st July 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st July 2025 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
B M FASHIONS (HOLDINGS) LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

* Identifying and assessing the controls management has in place to prevent and detect fraud;
* Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
* Challenging assumptions and judgments made by management in its significant accounting estimates and judgments pertaining to the assessment and evaluation of royalties and marketing contingencies, royalty advances and accruals, impairment of fixed asset, and provisions of stocks maintained;
* Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and
* Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
B M FASHIONS (HOLDINGS) LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Alberto Di Lorenzo FCA (Senior Statutory Auditor)
for and on behalf of HW Bedford Limited
First Floor, Woburn Court
2 Railton Road
Woburn Rd Ind Est
Kempston
Bedfordshire
MK42 7PN

8th April 2026

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31ST JULY 2025

2025 2024
Notes £    £   

TURNOVER 4 218,027,015 191,982,038

Cost of sales 189,682,977 166,107,323
GROSS PROFIT 28,344,038 25,874,715

Administrative expenses 20,902,161 16,922,199
OPERATING PROFIT 6 7,441,877 8,952,516

Interest receivable and similar income 51,651 85,668
7,493,528 9,038,184

Interest payable and similar expenses 7 958,218 671,964
PROFIT BEFORE TAXATION 6,535,310 8,366,220

Tax on profit 8 2,348,697 2,961,345
PROFIT FOR THE FINANCIAL YEAR 4,186,613 5,404,875

OTHER COMPREHENSIVE INCOME
Foreign currency translation 218,440 (231,740 )
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

218,440

(231,740

)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,405,053

5,173,135

Profit attributable to:
Owners of the parent 4,186,613 5,404,875

Total comprehensive income attributable to:
Owners of the parent 4,405,053 5,173,135

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

CONSOLIDATED BALANCE SHEET
31ST JULY 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 487,385 48,892
Tangible assets 12 990,218 1,570,806
Investments 13 - -
1,477,603 1,619,698

CURRENT ASSETS
Stocks 14 12,318,389 13,673,722
Debtors 15 59,882,279 48,613,218
Cash at bank and in hand 14,282,846 10,129,319
86,483,514 72,416,259
CREDITORS
Amounts falling due within one year 16 64,437,767 51,137,442
NET CURRENT ASSETS 22,045,747 21,278,817
TOTAL ASSETS LESS CURRENT
LIABILITIES

23,523,350

22,898,515

CREDITORS
Amounts falling due after more than one
year

17

(8,028,156

)

-

PROVISIONS FOR LIABILITIES 20 (233,058 ) (241,432 )
NET ASSETS 15,262,136 22,657,083

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Foreign currency translation
reserve 22 (13,300 ) (231,740 )
Retained earnings 22 15,274,436 22,887,823
SHAREHOLDERS' FUNDS 15,262,136 22,657,083

The financial statements were approved by the Board of Directors and authorised for issue on 8th April 2026 and were signed on its behalf by:





M S Mattu - Director


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

COMPANY BALANCE SHEET
31ST JULY 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 135,055 135,055
135,055 135,055

CURRENT ASSETS
Debtors 15 11,908,279 1,861,511
Cash at bank 16,532 483,209
11,924,811 2,344,720
CREDITORS
Amounts falling due within one year 16 3,997,751 961,716
NET CURRENT ASSETS 7,927,060 1,383,004
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,062,115

1,518,059

CREDITORS
Amounts falling due after more than one
year

17

8,028,156

-
NET ASSETS 33,959 1,518,059

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Retained earnings 22 32,959 1,517,059
SHAREHOLDERS' FUNDS 33,959 1,518,059

Company's profit for the financial year 10,315,900 5,706,410

The financial statements were approved by the Board of Directors and authorised for issue on 8th April 2026 and were signed on its behalf by:





M S Mattu - Director


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST JULY 2025

Foreign
Called up currency
share Retained translation Total
capital earnings reserve equity
£    £    £    £   
Balance at 1st August 2023 1,000 21,903,757 - 21,904,757

Changes in equity
Dividends - (4,420,809 ) - (4,420,809 )
Total comprehensive income - 5,404,875 (231,740 ) 5,173,135
Balance at 31st July 2024 1,000 22,887,823 (231,740 ) 22,657,083

Changes in equity
Dividends - (11,800,000 ) - (11,800,000 )
Total comprehensive income - 4,186,613 218,440 4,405,053
Balance at 31st July 2025 1,000 15,274,436 (13,300 ) 15,262,136

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST JULY 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st August 2023 - 231,458 231,458

Changes in equity
Issue of share capital 1,000 - 1,000
Dividends - (4,420,809 ) (4,420,809 )
Total comprehensive income - 5,706,410 5,706,410
Balance at 31st July 2024 1,000 1,517,059 1,518,059

Changes in equity
Dividends - (11,800,000 ) (11,800,000 )
Total comprehensive income - 10,315,900 10,315,900
Balance at 31st July 2025 1,000 32,959 33,959

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST JULY 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,689,191 8,589,237
Interest paid (955,153 ) (671,964 )
Interest element of hire purchase or finance
lease rental payments paid

(3,065

)

-
Tax paid (392,323 ) (1,760,857 )
Net cash from operating activities 2,338,650 6,156,416

Cash flows from investing activities
Purchase of intangible fixed assets (337,149 ) (54,325 )
Purchase of tangible fixed assets (441,123 ) (464,855 )
Sale of tangible fixed assets 341,644 -
Interest received 51,651 85,668
Net cash from investing activities (384,977 ) (433,512 )

Cash flows from financing activities
Amount introduced by directors 722,736 -
Movement in other borrowings 3,467,655 (446,085 )
Movement in bank loans 12,025,907 -
Movement in participating interests due (2,216,444 ) -
Equity dividends paid (11,800,000 ) (4,420,809 )
Net cash from financing activities 2,199,854 (4,866,894 )

Increase in cash and cash equivalents 4,153,527 856,010
Cash and cash equivalents at beginning of
year

2

10,129,319

9,273,309

Cash and cash equivalents at end of year 2 14,282,846 10,129,319

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST JULY 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2025 2024
£    £   
Profit before taxation 6,535,310 8,366,220
Depreciation charges 586,151 544,609
(Profit)/loss on disposal of fixed assets (303,060 ) 34,307
Non-cash movement: FCTR 218,440 (231,740 )
Finance costs 958,218 671,964
Finance income (51,651 ) (85,668 )
7,943,408 9,299,692
Decrease/(increase) in stocks 1,355,333 (1,824,432 )
Increase in trade and other debtors (9,756,675 ) (4,792,961 )
Increase in trade and other creditors 4,147,125 5,906,938
Cash generated from operations 3,689,191 8,589,237

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st July 2025
31/7/25 1/8/24
£    £   
Cash and cash equivalents 14,282,846 10,129,319
Year ended 31st July 2024
31/7/24 1/8/23
£    £   
Cash and cash equivalents 10,129,319 9,273,309


3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1/8/24 Cash flow At 31/7/25
£    £    £   
Net cash
Cash at bank and in hand 10,129,319 4,153,527 14,282,846
10,129,319 4,153,527 14,282,846
Debt
Debts falling due within 1 year - (3,997,751 ) (3,997,751 )
Debts falling due after 1 year - (8,028,156 ) (8,028,156 )
- (12,025,907 ) (12,025,907 )
Total 10,129,319 (7,872,380 ) 2,256,939

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST JULY 2025

1. STATUTORY INFORMATION

B M Fashions (Holdings) 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 General Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources and support to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial statements. The directors therefore believe the Group has the ability to continue as a going concern for the next 12 months.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

2. ACCOUNTING POLICIES - continued

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 July 2025. A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised against on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The consolidated financial statements incorporate the results and financial position of the company and its subsidiary undertakings. Where the reporting date of a subsidiary differs from that of the company, the subsidiary prepares, for consolidation purposes, financial information to the company’s year end.

In circumstances where it is impracticable for a subsidiary to prepare financial statements to the same reporting date, the consolidated financial statements include the subsidiary’s financial information for its own financial year, adjusted for the effects of significant transactions or events occurring between the subsidiary’s year end and the company’s reporting date.

Management accounts for these subsidiaries, covering the period up to the company’s year end, were obtained and reviewed to identify and adjust for any material transactions or events requiring recognition or disclosure in accordance with FRS 102.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

2. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
- the Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Group will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business, is being amortised evenly over its estimated useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licenses are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of three to ten years.

Tangible fixed assets
Tangible fixed assets are stated at historical cost less accumulated depreciation. Historical cost includes the original purchase price and expenditure 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.

The Group adds to the carrying amount of any item of tangible fixed assets the cost of replacing parts of such an item when the cost is incurred if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on the following basis:

Improvements to property20% straight line
Fixtures and fittings10% - 20% straight line
Plant and machinery33% - 10% straight line
Motor vehicles10% - 20% straight line
Computer equipment10% - 33% straight line

The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period, the effect of any change is accounted for prospectively.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

2. ACCOUNTING POLICIES - continued

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Stocks that recognised in cost of sales during the year as an expense totalled £152,061,179. (2024; £138,497,419)

Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.


B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

2. ACCOUNTING POLICIES - continued
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.

Foreign currencies
Foreign currency transactions are translated into the functional currency using the spot exchange rate at the date of the transaction.

At each reporting date:
- Monetary items denominated in foreign currencies are translated at the closing rate.
- Non-monetary items measured at historical cost are translated at the transaction-date rate.
- Non-monetary items measured at fair value are translated at the rate on the date the fair value was determined.

Foreign exchange gains and losses arising from the settlement of transactions and from the retranslation of monetary items are recognised in profit or loss, except where they qualify as part of a cash flow hedge and are deferred in Other Comprehensive Income.

Foreign exchange gains and losses relating to borrowings and cash and cash equivalents are presented within 'finance income or finance costs'. All other foreign exchange differences are presented within 'other operating income'.

Foreign operations and consolidation

On consolidation, the results of foreign operations are translated into Sterling at average rates for the period (unless this does not approximate the actual rates). Assets and liabilities of foreign operations are translated at the closing rate at the reporting date.

Exchange differences arising from:
- Translating the opening net assets of foreign operations at the opening rate, and
- Translating the results of foreign operations at average or actual rates, and
- Translating closing net assets at the closing rate

are recognised in Other Comprehensive Income and accumulated in the Foreign Currency Translation Reserve (FCTR) within equity.

The cumulative amount in the FCTR relating to a foreign operation is reclassified to profit or loss only on disposal or partial disposal of that operation.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

2. ACCOUNTING POLICIES - continued

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

Cash and cash equivalents
cash is represented by cash in hand and deposits with financial institutions repayable without penalty or notice. Cash equivalents are highly liquid investments that mature in more 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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

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

Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Share capital
Ordinary shares are classified as equity.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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 Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within th next financial year are addressed below:

(i) Impairment of intangible assets and goodwill

The Group considers whether intangible assets and/or goodwill are impaired. When an indication of impairment is identified, the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

(ii) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to change in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation, and the physical condition of the assets.

(iii) Stock provisioning

The Group continues to design and manufacture licensed apparel and is exposed to changes in the market prices of clothing. As a result, it is necessary to consider the recoverability of the costs of stocks and the associated provisioning required. When calculating the stocks provision, management considers the nature and condition of the stocks, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

(iv) Impairment of assets

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

(v) Accruals

The Group provides for liabilities from customers in proportion to the risk they are exposed.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

In the opinion of the directors, the disclosure of turnover by geographical location would be seriously prejudicial to the interests of the reporting entity and therefore this information has not been disclosed.

5. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 11,533,357 8,770,472
Social security costs 1,747,294 1,520,061
Other pension costs 224,748 383,141
13,505,399 10,673,674

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2025 2024

Production 250 184
Administration and support 120 63
Sales, marketing and distribution 54 40
Directors 2 2
426 289

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

2025 2024
£    £   
Directors' remuneration 302,632 39,632

Information regarding the highest paid director for the year ended 31st July 2025 is as follows:
2025
£   
Emoluments etc 151,923

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025 2024
£    £   
Hire of plant and machinery 556 17,513
Depreciation - owned assets 472,709 529,844
(Profit)/loss on disposal of fixed assets (303,060 ) 34,307
Goodwill amortisation 30,719 5,433
Computer software amortisation 77,811 -
Auditors' remuneration 62,384 42,500
Auditors' remuneration for non audit work 8,000 12,500
Foreign exchange differences 297,521 (72,289 )

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank interest 105,226 30,978
Other loan interest 849,927 640,986
Hire purchase interest 3,065 -
958,218 671,964

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 2,299,012 2,961,345
Prior period under/(over) provisions 49,685 -

Tax on profit 2,348,697 2,961,345

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 6,535,310 8,366,220
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

1,633,828

2,091,555

Effects of:
Expenses not deductible for tax purposes 31,097 44,344
Depreciation in excess of capital allowances 59,825 36,399
Adjustments to tax charge in respect of previous periods 49,685 -
Subject to overseas tax 559,656 845,935
Movement in deferred tax - (56,888 )
Losses not utilised 14,606 -
Total tax charge 2,348,697 2,961,345

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Foreign currency translation 218,440 - 218,440

2024
Gross Tax Net
£    £    £   
Foreign currency translation (231,740 ) - (231,740 )

9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


10. DIVIDENDS

The total distribution of dividends for the year ended 31 July 2025 was £11,800,000 (2024: £4,420,809).

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

11. INTANGIBLE FIXED ASSETS

Group
Patents
and Computer
Goodwill licences software Totals
£    £    £    £   
COST
At 1st August 2024 54,325 69,000 - 123,325
Additions 337,149 - - 337,149
Disposals - (69,000 ) - (69,000 )
Reclassification/transfer - - 354,741 354,741
At 31st July 2025 391,474 - 354,741 746,215
AMORTISATION
At 1st August 2024 5,433 69,000 - 74,433
Amortisation for year 30,719 - 77,811 108,530
Eliminated on disposal - (69,000 ) - (69,000 )
Reclassification/transfer - - 144,867 144,867
At 31st July 2025 36,152 - 222,678 258,830
NET BOOK VALUE
At 31st July 2025 355,322 - 132,063 487,385
At 31st July 2024 48,892 - - 48,892

During the year, certain assets previously classified as tangible fixed assets were reclassified to intangible assets to reflect their nature more appropriately.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

12. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1st August 2024 250,312 226,477 932,193
Additions - 48,182 134,292
Disposals (250,312 ) - (140,383 )
Exchange differences - - 1,703
Reclassification/transfer - - -
At 31st July 2025 - 274,659 927,805
DEPRECIATION
At 1st August 2024 15,232 14,975 388,365
Charge for year - 51,285 163,239
Eliminated on disposal (15,232 ) - (45,229 )
Exchange differences - - 139
Reclassification/transfer - - -
At 31st July 2025 - 66,260 506,514
NET BOOK VALUE
At 31st July 2025 - 208,399 421,291
At 31st July 2024 235,080 211,502 543,828

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1st August 2024 367,548 108,552 1,241,922 3,127,004
Additions 144,089 - 114,560 441,123
Disposals - - (11,410 ) (402,105 )
Exchange differences 716 - - 2,419
Reclassification/transfer - - (354,741 ) (354,741 )
At 31st July 2025 512,353 108,552 990,331 2,813,700
DEPRECIATION
At 1st August 2024 258,846 88,143 790,637 1,556,198
Charge for year 92,926 9,874 155,385 472,709
Eliminated on disposal - - - (60,461 )
Exchange differences 353 - (589 ) (97 )
Reclassification/transfer - - (144,867 ) (144,867 )
At 31st July 2025 352,125 98,017 800,566 1,823,482
NET BOOK VALUE
At 31st July 2025 160,228 10,535 189,765 990,218
At 31st July 2024 108,702 20,409 451,285 1,570,806

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

12. TANGIBLE FIXED ASSETS - continued

Group

During the year, certain assets previously classified as tangible fixed assets were reclassified to intangible assets to reflect their nature more appropriately.

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st August 2024
and 31st July 2025 135,055
NET BOOK VALUE
At 31st July 2025 135,055
At 31st July 2024 135,055

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

B.M. Fashions (U.K.) Limited ('FUK')
Registered office: England and Wales
Nature of business: Design and sale of licensed products.
%
Class of shares: holding
Ordinary 100.00

Global Licensing Limited ('GLO') (Sub of FUK)
Registered office: England and Wales
Nature of business: Design and sale of licensed products
%
Class of shares: holding
Ordinary 100.00

Fashion UK Germany GmbH ('FDE') (Sub FUK)
Registered office: Germany
Nature of business: Supply of licensing clothing
%
Class of shares: holding
Ordinary 100.00

Ningbo Shi Yung Apparel & Accessories Co Limited (Sub of FUK)
Registered office: China
Nature of business: Procurement and sale of licensed products.
%
Class of shares: holding
Ordinary 100.00

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

13. FIXED ASSET INVESTMENTS - continued

Fashion UK Recycling Ltd (Sub of GLO)
Registered office: Egypt
Nature of business: Recycling waste fabric materials.
%
Class of shares: holding
Ordinary 100.00

Global Licensing Limited and B.M. Fashions (U.K.) Limited respectively holds 99% and 1% investment in Fashion UK Recycling Ltd. On 2 January 2025, and based on the minutes of the extraordinary general assembly meeting held as approved on 19 January 2025, the directors decided to liquidate the company and consider the financial statements dated 31 July 2025 to be the final financial statements for the company. In light thereof and with reference to the expected recoverable amount of its net assets, the Group has recognised a provision against the carrying value of its investment in the subsidiary.

Fashion UK Italy Srl (Sub of FDE)
Registered office: Italy
Nature of business: Supply of licensing clothing.
%
Class of shares: holding
Ordinary 100.00

Fashion UK Iberica S L (Sub of FDE)
Registered office: Spain
Nature of business: Supply of licensing clothing.
%
Class of shares: holding
Ordinary 100.00

Fashion UK Turkey Limited (Sub of FUK)
Registered office: Turkey
Nature of business: Supply of licensing clothing.
%
Class of shares: holding
Ordinary 100.00

Mattu Garment Pvt Ltd (Sub of FUK)
Registered office: India
Nature of business: Supply of graphic design services.
%
Class of shares: holding
Ordinary 100.00

During October 2024, B.M. Fashions (U.K.) Limited acquired 100% of the net assets of Mattu Garments Pvt Ltd for a consideration of £611,932 resulting in Goodwill raised at Group level of £337,149. Refer to Note 25 to the Consolidated Financial Statements for the acquisition disclosures.


14. STOCKS

Group
2025 2024
£    £   
Stocks 12,318,389 13,673,722

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 41,524,648 39,845,950 - -
Doubtful debt provision (400,000 ) (1,687,628 ) - -
Amounts owed by group undertakings - - 11,908,329 769,011
Amounts owed by participating interests 8,268,406 6,051,962 - -
Other debtors 5,112,671 95,073 (50 ) -
Directors' loan accounts 27,968 732,026 - 1,092,500
Prepayments and accrued income 5,348,586 3,575,835 - -
59,882,279 48,613,218 11,908,279 1,861,511

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 18) 3,997,751 - 3,997,751 -
Other borrowings 10,852,243 7,384,588 - -
Trade creditors 25,568,365 24,639,391 - -
Amounts owed to group undertakings - - - 961,716
Corporation tax 3,156,862 1,200,488 - -
Social security and other taxes 389,428 176,286 - -
VAT 391,625 526,208 - -
Other creditors 208,099 332,756 - -
Directors' loan accounts 18,678 - - -
Accruals and deferred income 19,854,716 16,877,725 - -
64,437,767 51,137,442 3,997,751 961,716

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans (see note 18) 8,028,156 - 8,028,156 -

18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 3,997,751 - 3,997,751 -
Amounts falling due between two and five years:
Bank loans - 2-5 years 8,028,156 - 8,028,156 -

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Other borrowings 10,852,243 7,384,588
Bank loans and overdrafts 12,025,907 -
22,878,150 7,384,588

Overdrawn bank balances and similar funding is secured by way of fixed and floating charges over the group assets.

20. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax 233,058 241,432

Group
Deferred
tax
£   
Balance at 1st August 2024 241,432
Credit to Statement of Comprehensive Income during year (8,374 )
Balance at 31st July 2025 233,058

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
100,002 Ordinary A-E 0.01 1,000 1,000

22. RESERVES

Group
Foreign
currency
Retained translation
earnings reserve Totals
£    £    £   

At 1st August 2024 22,887,823 (231,740 ) 22,656,083
Profit for the year 4,186,613 4,186,613
Dividends (11,800,000 ) (11,800,000 )
Foreign currency translation - 218,440 218,440
At 31st July 2025 15,274,436 (13,300 ) 15,261,136

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

22. RESERVES - continued

Company
Retained
earnings
£   

At 1st August 2024 1,517,059
Profit for the year 10,315,900
Dividends (11,800,000 )
At 31st July 2025 32,959

The foreign currency translation reserve represents the cumulative exchange differences arising from the translation of the Group’s foreign operations in accordance with FRS 102 Section 30. Assets and liabilities of overseas subsidiaries are translated at the closing rate at each reporting date, while income and expenses are translated at average rates for the year. Resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. These amounts are reclassified to profit or loss only on disposal of the related foreign operation.

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31st July 2025 and 31st July 2024:

2025 2024
£    £   
M S Mattu
Balance outstanding at start of year 484,703 -
Amounts advanced 471,575 546,250
Amounts repaid (928,310 ) (61,547 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 27,968 484,703

G S Mattu
Balance outstanding at start of year 247,324 -
Amounts advanced 511,248 546,250
Amounts repaid (777,250 ) (298,926 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (18,678 ) 247,324

The overdrawn directors’ loan balances were fully repaid within nine months of the year end; accordingly, no tax charge under Section 455 CTA 2010 arises.

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

24. COMPARATIVES

Comparative figures have been updated to reflect revised financial information received following the completion of outstanding reporting periods for one of the Group’s subsidiaries. As these updated results included intercompany balances and transactions, the revisions also affected certain comparative amounts relating to other subsidiaries within the Group. The resulting adjustments, including movements in retained earnings, have been incorporated to ensure that the consolidated financial statements present the most accurate and complete information available. These changes do not represent the correction of an error identified in the current year, but rather the incorporation of finalised information that was not previously available.The effects on the comparative figures is summarised below:

£
Increase/(Decrease) in Tangible Fixed Assets (6,603)
Increase/(Decrease) in Stocks 323,381
Increase/(Decrease) in Debtors (95,715)
Increase/(Decrease) in Cash at bank and in hand (Foreign currency effect only) 1,933
(Increase)/Decrease in Creditors (332,752)
(Increase)/Decrease in Foreign Currency Translation Reserve 146,632
(Increase)/Decrease in Retained Earnings (36,877)

25. ACQUISITION OF SUBSIDIARY UNDERTAKINGS

Acquisition of Mattu Garments Pvt Ltd

During October 2024, B.M. Fashions (U.K.) Limited obtained control over Mattu Garments Pvt Ltd - a Company based in India which provides graphic design- related services, by acquiring 100% of the shares and voting rights of the Company.

The interest in Mattu Garments Pvt Ltd was acquired for a consideration of £611,932.

In calculating the Goodwill arising on the acquisition, the fair value of the net assets of the subsidiary has been assessed and no adjustment was deemed necessary.


Carrying value of pre
acquisition (£

)
Fair value
adjustments (£

)
Final fair
value (£

)
Net assets of Mattu Garments Pvt Ltd 274,783 - 274,783
Consideration 611,932
Less: Net asset value (274,783 )
Value of Goodwill - see Note 9 337,149

26. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme for its employees. Contributions are charged to the profit and loss account as they fall due. The company has no further payment obligations once the contributions have been paid.

The amount recognised as an expense for the defined contribution scheme was £224,748 (2024: £167,141).

B M FASHIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: 03863099)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST JULY 2025

27. RELATED PARTY DISCLOSURES

The Group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, the group was charged rent of £115,000 (2024: £117,583) by the close family of the directors for use of the business premises. At the year end the group owed the supplier £19,167 (2024: £19,167).

During the year, the group incurred graphic design costs of £881,333 (2024: £757,915) from a company with shareholders in common.

During the year, the group purchased goods totalling £553,107 (2024: £543,241) and made sales totalling £4,133,251 (2024: £2,834,359) with a company with a close family connection to the shareholders. At the year end the supplier owed the group £5,298,609 (2024: £3,840,001).

During the year, the group purchased goods totalling £132,364 (2024: £60,341) and sales totalling £2,185,084 (2024: £1,923,484) with a company with a close family connection to the shareholders. At the year end the customer owed the group £2,969,797 (2024: £2,229,440).

At the year end, the directors owed the group £9,290 (2024: £732,026) in the form of a director's loan account.

During the year, a total of key management personnel compensation of £829,004 (2024: £1,073,728) was paid.

28. ULTIMATE CONTROLLING PARTY

The directors do not consider there to be an ultimate controlling party in the current year.