B&S Group S.A.
Annual accounts as at 31 December 2024 and
for the year then ended and report of the
Réviseur d’entreprises agréé
14, RUE STRACHEN
L-6933 MENSDORF
GRAND DUCHY OF LUXEMBOURG
R.C.S. LUXEMBOURG: B 135944
SUBSCRIBED CAPITAL: € 5,050,639
B&S Group S.A. – Company annual accounts 2024 2
Company annual accounts 2024
B&S Group S.A. – Company annual accounts 2024 3
Contents
Page
3
7
12
14
1
General
15
2
Principles of valuation of assets and liabilities
17
3
Principles for the determination of the profit and loss account
18
4
Financial assets
19
5
Current assets
20
6
Capital and reserves
20
7
Creditors
22
8
Staff costs
23
9
Other operating expenses
23
10
Tax on profit or loss
24
11
Off balance sheet commitments
24
12
Emoluments granted to the members of the management and supervisory bodies
24
13
Profit appropriation
24
14
Subsequent events
25
B&S Group S.A. – Company annual accounts 2024 4
Management report
General
B&S Group S.A. (the “Company”) was incorporated in the Grand Duchy of Luxembourg on 13
December 2007 as a Société à responsabilité limitée. Its registered address is at 14 Rue Strachen,
Mensdorf, Grand Duchy of Luxembourg. As per 8 March 2018, the Company changed its legal form
from a private limited liability company (Société à responsabilité limitée) into a public company
limited by shares (Société Anonyme). The Company is registered with the Chamber of Commerce
under number B135944. As of 23 March 2018, the Company is listed on the Euronext Amsterdam.
The Company did not hold own shares.
In accordance with its Articles of Association, the objective of the Company is the acquisition of and
the participation in other companies and perform financing activities for the Company and its
subsidiaries (the “Group”). The Company is the head of a group of companies, divided in the
segments Beauty, Food, Health, Liquors, Personal Care and Travel Retail. As the Company is the
head of a group of companies, the principal risks and uncertainties for the Company are coherent
with the performance and liquidity of the subsidiaries within its group. Reference is made to the
paragraph “More information” as per below.
Strategy
The strategy of B&S Group was updated in 2023, centred around autonomous and accountable
segments with the view on the future, which is grounded in reality and is focused on sustainable
growth and value creation.
Creating value for all stakeholders is core to our strategy and long-term growth path. We enable
them all to connect through our unique supply chain solutions. We therefore focus on building and
developing meaningful relationships with our key stakeholders through incorporating their
perspectives, concerns and other inputs into our growth strategy. Our key stakeholder groups are
customers, suppliers, employees, authorities, investors, and societal organisations.
As part of our new strategic outlook for 2024-2026 and to reflect upon the upcoming regulatory
changes in the space of Sustainability Reporting, we further refined our materiality assessment in
accordance with the CSRD legislation. The materiality assessment formed the basis of our ‘Reach
with Impact’ sustainability strategy. The outputs focusses on ‘sustainable value chain’, ‘empowered
people’ and ‘commercial excellence’.
The main ambitions of B&S Group for the 2030 goals are:
• Decrease the environmental footprint of our own operations;
• Create business opportunities for a sustainable and future-proof value chain;
• Maintaining high ethical standards with all our stakeholders;
• Provide an entrepreneurial, safe, and inclusive environment;
• Attract, retain, and develop a workforce with the capabilities to support our growth strategy.
• Proactively give back to the community
The main ambitions of B&S Group will mainly be impacted and implemented by the autonomous and
accountable segments.
B&S Group S.A. – Company annual accounts 2024 5
The non-financial highlights 2024
The non-financial indicators of B&S Group are mainly impacted and implemented by the
autonomous and accountable segments.
Financial performance
In 2024 the Company generated a net loss of € 5.2 million, compared to a net profit of € 27.2 million
last year. This is mainly the result of a change in accounting policy for the shares in affiliated
undertakings from the equity to the cost method, after which the share of profit of affiliated
undertakings is no longer recognised. In 2024 the Company employed four staff members (2023:
4). Staff costs amounted to € 1.0 million (2023: € 0.7 million). The Company’s other operating
expenses decreased to € 2.1 million (2023: € 2.75 million). The Company distributed a dividend of €
13.5 million during the financial year (2023: € 10.1 million).
Changes in the Executive Board and Supervisory Board
On May 24, 2024, Bas Schreuders was re-appointed as Executive Board member
by the Annual General Meeting of the Company for a period of four years.
More information
Since the Company is a holding company with financing activities for the Group, for a proper
understanding of the Company, this report should be read in conjunction with the Company’s
consolidated annual report.
As such, for detailed information regarding the developments of B&S Group, description of the
corporate governance structure as well as the Group's management report, reference is made to
the consolidated annual report. The Company’s consolidated annual report, which is published
according to the provisions of the Luxembourg law dated 19 December 2002 as amended, and on
B&S Group S.A. – Company annual accounts 2024 6
its website www.bs-group-sa.com. The official version of the Annual Report B&S Group S.A. which
includes the consolidated financial statements is the European Single Electronic Format (ESEF)
version available with the Officially Appointed Mechanism (OAM) tool.
Luxembourg, 17 March 2025
B&S Group S.A. – Company annual accounts 2024 7
Report of the Réviseur d’entreprises agréé
To the Shareholders of
B&S Group S.A.
14, rue Strassen
L-6933, Mensdorf
Luxembourg
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of B&S Group S.A. (the "Company"), which comprise the
balance sheet as at 31 December 2024, and the profit and loss account for the year then ended,
and notes to the annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position
of the Company as at 31 December 2024, and of the results of its operations for the year then
ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation
and presentation of the annual accounts.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July
2016 on the audit profession (the “Law of 23 July 2016”) and with International Standards on
Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du Secteur
Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 537/2014, the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the «
Responsibilities of “réviseur d'entreprises agréé” for the audit of the annual accounts » section of
our report. We are also independent of the Company in accordance with the International Code of
Ethics for Professional Accountants, including International Independence Standards, issued by the
International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for Luxembourg by
the CSSF together with the ethical requirements that are relevant to our audit of the annual
accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the annual accounts of the current period. These matters were addressed in the
context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Transactions with related parties - Refer to Notes 12 to the annual accounts.
a) Why the matter was considered to be one of most significance in our audit of the
consolidated financial statements of the current period.
B&S Group S.A. – Company annual accounts 2024 8
B&S Group S.A. and its subsidiaries (the "Group") has multiple transactions with related parties, not
limited to purchases of products and services and rent of premises. These transactions are entered
into with entities that one or more Board members have (joint) control or significant influence over,
or other entities of the majority shareholders. The Supervisory Board and Executive Board
members, as well as entities they control not being part of the Group, are considered to be related
parties. There is an inherent risk that transactions with these related parties may not comply with
the arm’s length principle. Given the number and size of the Group's transactions with these related
parties, and the potential magnitude of the risk of non-compliance with the arm's length principle,
we have identified this area as a key audit matter.
b) How the matter was addressed during the audit
Our procedures over the related party transactions include, but are not limited to:
• Obtaining an understanding of the Group’s related party relationships and transactions as well
as the design & implementation of related relevant controls;
• Discussing with the Supervisory Board, Executive Board and Audit & Risk Committee and other
executive management representatives the business rationale and status of significant related
party transactions;
• Obtaining from the Group’s management the list of related parties and performing procedures
over the completeness of the related party list such as comparison to information in the related
party confirmations and to information based on open-source cross-checks;
• Analysing the documentation prepared by management for ensuring that transactions with
related parties are complete and at arm’s length;
• Involving specialists (forensic, IT, and tax) in respect to the identification and arm’s length nature
of related party transactions;
• Obtaining and evaluating investigation reports, whistleblowing procedures, incidents register
and correspondence with supervisory authorities and regulators as well as legal confirmation
letters when relevant to assess the completeness of the related parties’ transactions;
• Considering the adequacy and appropriateness of the disclosures provided on related party
transactions.
Other information
The Executive Board is responsible for the other information. The other information comprises the
information stated in the annual report including the management report and the Corporate
Governance Statement but does not include the annual accounts and our report of the “réviseur
d'entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially
misstated. 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 this fact. We have nothing to
report in this regard.
B&S Group S.A. – Company annual accounts 2024 9
Responsibilities of the Executive Board and Those Charged with Governance for the annual
accounts
The Executive Board is responsible for the preparation and fair presentation of the annual accounts
in accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as the Executive Board
determines is necessary to enable the preparation of annual accounts that are free from material
misstatement, whether due to fraud or error.
The Executive Board is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
In preparing the annual accounts, the Executive Board is 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 Executive Board either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the réviseur d'entreprises agréé for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts
as a whole are free from material misstatement, whether due to fraud or error, and to issue a report
of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation
N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF 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 annual accounts.
Our responsibility is to assess whether the annual accounts have been prepared in all material
respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
—
Identify and assess the risks of material misstatement of the annual accounts, whether due to
fraud
or error, design and perform audit procedures responsive to those risks, and obtain
audit
evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of
not
detecting
a material misstatement resulting from fraud is higher than for one resulting from
error,
as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override
of internal control.
—
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures
that are appropriate in the circumstances, but not for the purpose of expressing
an
opinion on the effectiveness of the Company’s internal control.
—
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
B&S Group S.A. – Company annual accounts 2024 10
estimates and related disclosures made by the Executive Board.
—
Conclude on the appropriateness of the Executive Board’ use of the going concern basis of
accounting
and, based on the audit evidence obtained, whether a material uncertainty
exists
related
to events or conditions that may cast significant doubt on the Company’s ability
to
continue
as a going concern. If we conclude that a material uncertainty exists, we are required
to
draw
attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in
the
annual
accounts or, if such disclosures are inadequate, to modify our opinion. Our
conclusions
are
based on the audit evidence obtained up to the date of our report of the
“réviseur
d’entreprises
agréé”. However, future events or conditions may cause the Company to cease
to
continue as a going concern.
—
Evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures,
and whether the annual accounts represent the underlying transactions and
events
in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the annual accounts of the current period and are
therefore the key audit matters. We describe these matters in our report unless law or regulation
precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the the Shareholders on 18 August
2023 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 2 year.
The management report is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial and companies register and on the accounting records and annual accounts of
undertakings, as amended, is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee or
equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
B&S Group S.A. – Company annual accounts 2024 11
We have checked the compliance of the annual accounts of the Company as at 31 December 2024
with relevant statutory requirements set out in the ESEF Regulation that are applicable to annual
accounts.
For the Company it relates to:
• Annual accounts prepared in a valid xHTML format.
In our opinion, the annual accounts of B&S Group S.A. as at 31 December 2024, identified as
bsgroupsa-2024-12-31-en.xhtml, have been prepared, in all material respects, in compliance with
the requirements laid down in the ESEF Regulation.
Our audit report only refers to the annual accounts of B&S Group S.A. as at 31 December 2024,
identified as bsgroupsa-2024-12-31-en.xhtml, prepared and presented in accordance with the
requirements laid down in the ESEF Regulation, which is the only authoritative version.
Luxembourg, 17 March 2025
KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
B&S Group S.A. – Company annual accounts 2024 12
Balance sheet at 31 December 2024
x € 1,000
Note
31.12.2024
31.12.2023
C. Fixed assets
274,323
283,497
II Tangible assets
-
-
III Financial assets
1. Shares in affiliated undertakings
4
274,323
283,497
D. Current assets
5
284
390
II Debtors
3. Amounts owed by undertakings with which
the undertaking is linked by virtue of
participating interests
a) becoming due and payable within one
year
220
-
4. Other debtors
a) becoming due and payable within one
year
-
319
IV Cash at bank and in hand
64
71
Total (assets)
274,607
283,887
The accompanying notes are an integral part of these annual accounts.
B&S Group S.A. – Company annual accounts 2024 13
Balance sheet at 31 December 2024
x € 1,000
Note
31.12.2024
31.12.2023
A. Capital and reserves
6
239,401
258,068
I.
Subscribed capital
5,051
5,051
IV.
Reserves
1. Legal reserve
524
524
4. Other reserves
b) other non available reserves
241,384
241,384
V.
Profit or loss brought forward
(2,359)
(16,127)
VI.
Profit or loss for the financial year
(5,199)
27,236
C. Creditors
7
35,206
25,819
4.
Trade creditors
a) becoming due and payable within one year
595
1
6.
Amounts owed to affiliated undertakings
a) becoming due and payable within one year
-
8,071
7.
Amounts owed to undertakings with which the
undertaking is linked by virtue of participating
interests
a) becoming due and payable within one year
33,498
17,179
8.
Other creditors
a) Tax authorities
386
7
b) Social security authorities
18
-
c) Other creditors
i) becoming due and payable within one year
634
542
ii) becoming due and payable after more than one year
75
19
Total (capital, reserves and liabilities)
274,607
283,887
The accompanying notes are an integral part of these annual accounts.
B&S Group S.A. – Company annual accounts 2024 14
Profit and loss account for the year ended 31 December 2024
x € 1,000
Note
2024
2023
1. Net turnover
-
-
6. Staff costs
8
(1,027)
(694)
a)
Wages and salaries
(1,000)
(669)
b)
Social security costs
(27)
(25)
8. Other operating expenses
9
(2,146)
(2,462)
12. Share of profit or loss of undertakings accounted
for under the equity method
4
-
31,196
14. Interest payable and similar expenses
(2,026)
(826)
a)
concerning affiliated undertakings
(2,026)
(300)
b)
other interest and similar expenses
-
(526)
15. Tax on profit or loss
10
-
22
16. Profit or loss after taxation
(5,199)
27,236
18. Profit or loss for the financial year
(5,199)
27,236
The accompanying notes are an integral part of these annual accounts.
B&S Group S.A. – Company annual accounts 2024 15
Notes to the annual accounts
1. General
B&S Group S.A. (the “Company”) was incorporated in the Grand Duchy of Luxembourg on 13
December 2007 as a Société à responsabilité limitée, for an unlimited period of time. Its registered
address is at 14 Rue Strachen, Mensdorf, Grand Duchy of Luxembourg. The Company is registered
with the trade and companies register of Luxembourg (RCS) under number B135944.
As per 8 March 2018, the Company changed its legal form from a private limited liability company
(Société à responsabilité limitée) into a public company limited by shares (Société Anonyme). As of
23 March 2018, the Company is listed on the Euronext Amsterdam.
The Company’s financial year begins on 1 January and ends on 31 December of each year.
In accordance with its Articles of Association, the objective of the Company is the acquisition of and
the participation in other companies and performing financing activities for the Company and its
subsidiaries (the "Group").
The Company also prepares consolidated financial statements, which are published according to
the provisions of the Luxembourg law dated 19 December 2002 as amended, and on its website
www.bs-group-sa.com. The official version of the Annual Report B&S Group S.A. which includes the
consolidated financial statements is the European Single Electronic Format (ESEF) version available
with the Officially Appointed Mechanism (OAM) tool.
1.1 Basis of preparation
The annual accounts are prepared in accordance with legal and regulatory requirements in
Luxembourg (Lux GAAP).
The annual accounts of the Company are expressed in Euros, all financial information in Euros is
rounded to the nearest thousand unless otherwise stated.
The annual accounts have been prepared under the historical cost convention, with comparative
figures for Shares in affiliated undertakings based on the net equity method.
Expenses and income are attributed to the year to which they relate. Profits are only recognised to
the extent to which they have been realised on the balance sheet date.
Provisions are intended to cover possible losses or debts, the nature of which is clearly defined and
which at the date of the balance sheet are either likely to be incurred or certain to be incurred but
uncertain as to their amount or as to the date on which they arise.
B&S Group S.A. – Company annual accounts 2024 16
1.2 Going concern
The Executive Board has, at the time of issuing the annual accounts for approval, a reasonable
expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future. The creditors primarily consist of amounts owed to undertakings with which the
undertaking is linked by virtue of participating interests, which are expected to be settled with
future dividends.
Thus they continue to adopt the going concern basis of accounting in preparing the annual
accounts.
1.3 Foreign currencies
The annual accounts of the Company are presented in the currency of the primary economic
environment in which the entity operates (its functional currency). For the purpose of the annual
accounts, the results and financial positions are expressed in Euros, which is the functional currency
of the Company and the presentation currency for the annual accounts. In preparing the annual
accounts, transactions in currencies other than the entity’s functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the transactions.
At each balance sheet date, monetary items denominated in foreign currencies are retranslated at
the rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of
historical cost in foreign currency are not retranslated.
For the purpose of presenting annual accounts, the assets and liabilities of the Company’s foreign
operations are expressed in Euros using exchange rates prevailing at the balance sheet date.
Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at the
dates of the transactions are used.
The unrealised exchange differences arising due to the investments in affiliated undertakings, if
any, are classified as equity and recognised in the Group’s foreign currency translation reserve.
Such exchange differences are recognised in profit or loss in the period in which the foreign
operation is disposed of.
1.4 Change in accounting policy
The Company has opted to adopt the cost method for Shares in affiliated undertakings instead of
the net equity method as from 1 January 2024, in accordance with Article 55 (1) a of the
Luxembourg law. This means that the Shares in affiliated undertakings are carried at purchase
price less value adjustments.
The opening balance of the shares in affiliated undertakings is based on the equity method, while
the movements in the year are determined under the cost method. The change in accounting policy
did not result in a significant financial impact.
B&S Group S.A. – Company annual accounts 2024 17
The share of profit or loss from affiliated undertakings is no longer recognized in the profit and loss
account. Dividends received from affiliated undertakings are recognized as part of other interest
receivable and dividend income in the profit and loss account.
The Company has chosen not to apply this change in accounting policy retrospectively as it is
impracticable to recalculate the opening balance using the cost method.
2. Principles of valuation of assets and liabilities
2.1 Financial assets
Shares in affiliated undertakings are valued at purchase price less value adjustments.
Where the Company considers that financial assets have suffered a durable decline in value, a value
adjustment is recorded to reflect this impairment. These value adjustments are reversed if the
reasons for which the value adjustments were made have ceased to apply.
2.2 Debtors and creditors
Debtors (receivables) are valued at their nominal value. They are subject to value adjustments
where their recovery is compromised. These value adjustments are not continued if the reasons for
which the value adjustments were made have ceased to apply.
Creditors (short-term liabilities) are recorded at their reimbursement value. Where the amount
repayable on account is greater than the amount received, the difference is shown as an asset and
is written off over the period of the debt based on a linear method.
The Board of directors has received a share incentive plan. The amounts payable to the Board of
Directors in respect of share appreciation rights (SARs), which are settled in cash, is recognised as
an expense with a corresponding increase in liabilities, over the period during which the employees
become unconditionally entitled to payment. The liability is remeasured at each reporting date and
at settlement date based on the fair value of the SARs. Any changes in the liability are recognised in
profit or loss.
2.3 Prepayments
Prepayments include expenditures paid during the financial year but relating to subsequent financial
years.
3. Principles for the determination of the profit and loss account
3.1 Other operating expenses
B&S Group S.A. – Company annual accounts 2024 18
Operating expenses and rental charges are recognised as an expense in the period in which they
occurred.
3.2 Tax on profit or loss
Corporate income tax is calculated at the applicable rate on the result for the financial year, taking
into account permanent differences between profit calculated according to the annual accounts
and profit calculated for taxation purposes.
B&S Group S.A. – Company annual accounts 2024 19
4. Financial assets
The principal affiliated undertakings of the Company are as follows:
31.12.2024
31.12.2023
B&S Investments B.V., the Netherlands
100%
100%
World Class Products GmbH, Switzerland
100%
100%
World Supply Services AG, Switzerland
100%
100%
Liro Holding S.A., Luxembourg
0.0%
100%
JTG WWL S.à r.l., Luxembourg
0.0%
91.8%
Miro Holdings S.A., Luxembourg
0.0%
100%
Niro Holding S.A., Luxembourg
0.0%
100%
Investments in affiliated undertakings can be specified as follows:
x € 1,000
2024
2023
Balance as at 1 January
283,497
277,375
Transactions with minority shareholders
-
(11,696)
Share of profit of participations
31,196
Cash flow hedge
-
-
Exchange rate result
-
(2,981)
Received dividend
-
(8,859)
Disposal - liquidation
(9,174)
-
Other changes
-
(1,538)
Balance as at 31 December
274,323
283,497
On a yearly basis, the Company considered whether the financial assets have suffered a durable
decline in value. As the affiliated undertakings Liro Holding S.A., JTG WWL S.à r.l., Miro Holding S.A.
and Niro Holdings S.A. were liquidated in 2024, the Company accounted for the liquidations in the
cost value.
Please refer to note 1.4 for the change in accounting policy.
B&S Group S.A. – Company annual accounts 2024 20
5. Current assets
The current assets can be specified as follows:
x € 1,000
31.12.2024
31.12.2023
Amounts owed by undertakings with which the
undertaking is linked by virtue of participating
interests
220
-
Tax receivables
-
244
Other receivables and accrued income
-
75
Cash at bank
64
71
284
390
The amounts owed by affiliated undertakings and undertakings with which the undertaking is linked
by virtue of participating interests comprises of receivables with respect to financing of these
undertakings and for services provided to the undertakings. The (current) receivable position is
accepted by both the Company and the undertakings. None of the receivables are past due at the
balance sheet date. No value adjustments (provisions for impairment) needed to be recorded.
6.
Capital and reserves
Subscribed capital
The Company’s corporate capital is fixed at € 5,050,639. The capital of the Company is divided in
84,177,321 ordinary shares with a nominal value of € 0.06 each. Prior to the listing of the Company
on Euronext Amsterdam at 23 March 2018 the share capital was split by a factor of approximately
400. There are no movements in the share capital, as well as the number of shares outstanding, in
2024 and 2023. The Company did not hold own shares. The Company has not issued preference
shares.
B&S Group S.A. – Company annual accounts 2024 21
Movement for the financial year on the reserves and the profit or loss
The movements on the reserves and the profit or loss during the period are as follows:
x € 1,000
2024
Legal
reserve
Other non
available
reserves
Profit or loss
brought forward
Profit or loss
for the
financial year
Opening balance as at 01.01.2024
524
241,384
(16,127)
27,236
Allocation of previous year results
-
-
27,236
(27,236)
Profit (loss) for the year
-
-
(5,199)
Other transactions:
*
Dividend paid
-
-
(13,468)
-
*
Received dividends of affiliated
undertakings
-
-
-
-
*
Transactions with minority
shareholders
-
- -
*
Foreign currency translation
-
-
-
*
Other movements
-
-
-
Subtotal
-
-
(13,468)
-
Closing balance as at 31.12.2024
524
241,384
(2,359)
(5,199)
Legal reserve
In accordance with Luxembourg law, 5% of the net profits has to be transferred to a non
distributable legal reserve until such reserve reaches 10% of the issued share capital. The Company
reached the maximum allocation of 10% of the issued share capital.
Other non-available reserves
This concerned the non-available reserve for distribution which is booked in the reserves for the
portion of the result above the amount of dividends already received or the payment of which can
be claimed, including the sale or purchase of share to or from minority shareholders. When a
dividend has been received from the affiliated undertakings or the payment can be claimed, the
amounts are reclassified from other non available reserves to profit or loss brought forward.
B&S Group S.A. – Company annual accounts 2024 22
Profit or loss brought forward
The profit or loss brought forward comprises all cumulative profit or loss movements less
cumulative changes.
The movement can be specified as follows:
x € 1,000
2024
2023
Balance as at 1 January
(16,127)
(1,807)
Allocation of previous year results
27,236
21,064
12. Share of profit or loss of undertakings accounted
for under the equity method (note 4)
-
(31,196)
Transfer from 'Other non available reserves'
-
8,859
Dividend paid
(13,468)
(10,101)
Foreign currency translation
-
(2,981)
Other changes
-
35
Balance as at 31 December (before profit appropriation)
(2,359)
(16,127)
7. Creditors
The item ‘Creditors’ can be specified as follows:
x € 1,000
31.12.2024
31.12.2023
Trade creditors
595
1
Liabilities towards affiliated undertakings
-
8,071
Liabilities towards undertakings with which the
undertaking is linked by virtue of participating
interests
33,498
17,179
Taxes authorities
386
7
Social security authorities
18
-
Other creditors
709
561
35,206
25,819
Other creditors
The other creditors mainly consists of accrued audit fees and cash-settled share appreciation rights
(SARs).
On 22 May 2023, B&S Group S.A granted 84,254 SARs to the CEO, CFO and Senior Counsel that
entitle them to a cash payment after three years of service. All SARs are still outstanding at 31
December 2024 and none have vested yet. The SARs can be exercised during three years after
vesting (from 22 May 2026 to 22 May 2029). The amount of the cash payment is determined based
on the increase in the share price of the Group between grant date and the time of exercise.
On April 17, 2024 the Group granted 79,166 share appreciation rights (SARs) to CEO and CFO. All
SARs are still outstanding at December 31, 2024 and none have vested yet. The SARs can be
exercised during two years after vesting (from April 17, 2027 to April 17, 2029).
Total carrying amount of liabilities for SARs as per 31 December 2024 is € 75,000 (2023: € 19,000).
An amount of € 56,000 related to the cash-settled share-based payments (SARs) has been
recognised in the staff costs.
B&S Group S.A. – Company annual accounts 2024 23
8. Staff costs
In
2024, the Company employed four members of staff (2023: four).
9. Other operating expenses
The other operating expenses can be specified as follows:
x € 1,000
2024
2023
Personnel related costs
106
125
Office costs
74
74
Marketing costs
13
4
ICT expenses
5
17
External advisory costs
2,466
1,859
Other operating expenses
(518)
383
2,146
2,462
The costs of KPMG Audit S.à.r.l., Luxembourg for the audit of the company annual accounts, which
are directly attributable to the financial year to the Company are incorporated in the ‘External
advisory costs’ and amount to € 1,091,000. The fees are related to the total fees for the audit of the
company annual accounts and the Group Audit (financial and CSRD) of B&S Group S.A. of the year.
For detailed information regarding the external audit fees of B&S Group, reference is made to note
10 of the consolidated financial statements.
Other operating expenses include the recharged expenses to undertakings with which the
undertaking is linked by virtue of participating interests. Furthermore the dividends received from
affiliated undertakings were offset by the accounting for the liquidation of these companies,
resulting in a net loss of € 293,000.
B&S Group S.A. – Company annual accounts 2024 24
10. Tax on profit or loss
The taxation can be specified as follows:
x € 1,000
2024
2023
Result before taxation
(5,199)
27,214
Less: Share of profit of undertakings accounted for
under the equity method
-
(31,196)
Other expenses not subject to tax
9,174
Other income not subject to income tax
(8,881)
-
(4,906)
(3,982)
Tax charge current financial year
-
22
Tax charge previous financial years
-
-
Tax on profit or loss
-
22
11. Off balance sheet commitments
Rental and lease agreements
The Company makes use of an office in Mensdorf with a remaining rental term of 10 months. Rental
costs are € 60,000 per year.
12. Emoluments granted to the members of the management and supervisory
bodies
Remuneration of members of the Executive Board and Supervisory Board
The remuneration of members of the Executive Board and Supervisory Board charged to the B&S
Group result amounted to:
x € 1,000
2024
2023
Executive Board
1,027
2,663
Supervisory Board
310
260
1,337
2,923
The remuneration of members of the Executive Board are partly not carried by the Company. The
remuneration of members of the Supervisory Board costs are accounted for in the other operating
expenses.
As of 31 December 2024 and 2023, the Company did not have any outstanding loans or advances
to members of B&S Group’s Executive Board and Supervisory Board or key management personnel
and had not given any guarantees for the benefit of any member of B&S Group’s Executive Board
and Supervisory Board or key management personnel.
13. Profit appropriation
Profit appropriation according to the Articles of Association
The Articles of Association, as stipulated in Article 32, can be summarised as follows:
B&S Group S.A. – Company annual accounts 2024 25
The Company may make distributions from the distributable profit to the shareholders, only insofar
as its equity exceeds the capital increased by the reserves that must be maintained by law.
Profit will be distributed after adoption of the annual accounts evidencing that such distribution is
permitted.
When calculating the appropriation of the profit, the shares held by the Company in its own capital
will not be counted, unless those shares are encumbered with a pledge and the pledgee is entitled
to the profit.
A distribution can be made only by resolution of the General Meeting.
Interim dividends may be distributed anytime, after the Executive Board draw up interim accounts
which show sufficient profits and other reserves, after approval of the Supervisory Board, and after
a report from the supervisory auditors (commissaires/Rechnungsprüfer(n)) or the statutory auditors
(réviseurs d’entreprises agréés/zugelassene Abschlussprüfern), as applicable, in which the report
addressed to the Executive Board must verify whether the above conditions have been met.
Result appropriation of the result for 2024
The Executive Board, after consideration of distributable reserves in affiliated undertaking,
proposes the transfer of an amount of € 16,000,000 from other non-available reserves to profit or
loss brought forward. After this approval the Executive Boards proposes to pay a dividend of
€ 15,972,000 from the profit and loss brought forward and to withdraw € 5,199,000 from the
reserves. The annual accounts do not yet reflect these proposals.
Profit appropriation 2023
The 2023 annual accounts were approved during the General Meeting on 27 May 2024. The
General Meeting approved the proposed profit appropriation.
14. Subsequent events
There were no subsequent events after balance sheet date.
B&S Group S.A. – Company annual accounts 2024 26
Contact
B&S Group S.A.
14, Rue Strachen
L-6933 Mensdorf
Grand Duchy of Luxembourg
Tel: +352 (0) 2687 0881
www.bs-group-sa.com