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Baird Group (Holdings) Limited

Registered number: 07374226
Directors' report and unaudited financial statements
For the period ended 31 December 2023

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
COMPANY INFORMATION


Directors
A Arafa 
M T M Khalifa 
M A E Morsy 
M L Cicognani (appointed 7 March 2024)
K Gul (appointed 1 January 2024)




Registered number
07374226



Registered office
2100 Century Way
Thorpe Park

Leeds

LS15 8ZB




Accountants
Forvis Mazars LLP
Chartered Accountants

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
BAIRD GROUP (HOLDINGS) LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Accountants' Report
 
5
Statement of Comprehensive Income
 
6 - 7
Statement of Financial Position
 
7
Statement of Changes in Equity
 
8
Notes to the Financial Statements
 
9 - 15


 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Business review
 
During the period, the Company was a dormant holding company. The results of the Company are given in the Directors' report. As at 31 December 2023 the Company had net assets of £25,628k (28 January 2023: £25,628k).

Principal risks and uncertainties
 
The principal risk for the Company is the performance and financial position of its subsidiaries in which it holds investments totalling £21,477k (January 2023: £21,477k). The directors believe the carrying value of the investments is supported by their expected future trading.
Economic impact of global events
UK businesses are currently facing many uncertainties such as the continuing consequences of Brexit, environmental sustainability, the cost-of-living crisis, and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where a range of issues and risks exist including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. 
The directors have taken account of these potential impacts in their going concern assessment. Baird Group (Holdings) Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Key performance indicators
 
Being a non-trading Company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group.

- 1 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 

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

Directors' statement of compliance with Section 172(1)
 
S172(1) of the Companies Act sets out the duties of each director of a company to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below:
     a) the likely consequences of any decision in the long term;
     b) the interest of the Company's employees;
     c) the need to foster the Company's business relationships with suppliers, customers and others;
     d) the impact of the Company's operations on the community and the environment;
     e) the desirability of the Company maintaining a reputation for high standards of business conduct;
     f) the need to act fairly between members of the Company.
Given the non-trading nature of the Company, being a holding Company only, the directors’ of Baird Group (Holdings) Limited consider that their responsibilities, in respect of s172, are appropriately complied with and are disclosed fully within relevant group entities. Details of these matters, in respect of the trading entity or the wider group, can be found in the financial statements of BMB Clothing Limited.


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



M T M Khalifa
Director

- 2 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

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

Directors

The directors who served during the period were:

A Arafa 
M M S Cotter (resigned 20 October 2023)
M T M Khalifa 
M A E Morsy 

Directors' indemnities
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act. The indemnity was in force throughout the last financial period and is currently in force. The Company also purchased and maintained throughout the financial period Directors' and Officers' liability insurance in respect of itself and its directors.

- 3 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Going concern

The directors believe the Company will continue as a going concern. Whilst the Company is not expected to trade in the coming year, the directors do not intend to wind up the Company, it will remain dormant for the foreseeable future. The period to which the directors have paid particular attention in assessing the appropriateness of the going concern basis is not less than twelve months from the date of approval of the financial statements.

Greenhouse gas emissions, energy consumption and energy efficiency action

Since the Company is dormant, the directors have taken the exemption not to disclose energy consumption as it qualifies as a low energy user. 

Post balance sheet events

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

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





M T M Khalifa
Director

- 4 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF BAIRD GROUP (HOLDINGS) LIMITED FOR THE PERIOD ENDED 31 DECEMBER 2023

In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the period ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes from the Company's accounting records and from information and explanations you have given to us.
 

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW)we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.


Respective responsibilities of directors and accountants

You have acknowledged on the balance sheet for the period ended 31 December 2023  your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and profit or loss. You consider that the Company is exempt from the statutory requirement for an audit for the period.
 

This report is made solely to the Board of Directors of Baird Group (Holdings) Limited, as a body, in accordance with the terms of our engagement letter  . Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of Directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of Directors, as a body, for our work or for this report.
 
We have not been instructed to carry out an audit or review of the financial statements of Baird Group (Holdings) Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.





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

20 August 2024
- 5 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

The Company has not traded during the period or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss. 


- 6 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

31 December
28 January
2023
2023
Note
£000
£000

Fixed assets
  

Investments
 5 
21,477
21,477

  
21,477
21,477

Current assets
  

Debtors: amounts falling due within one year
 6 
4,191
4,191

  
4,191
4,191

Creditors: amounts falling due within one year
 7 
(40)
(40)

Net current assets
  
 
 
4,151
 
 
4,151

Total assets less current liabilities
  
25,628
25,628

  

Net assets
  
25,628
25,628


Capital and reserves
  

Called up share capital 
 8 
4,607
4,607

Merger reserve
 9 
21,062
21,062

Profit and loss account
 9 
(41)
(41)

  
25,628
25,628




For the period ended 31 December 2023 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

The members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

M T M Khalifa
Director

The notes on pages 9 to 15 form part of these financial statements.

- 7 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 

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


Called up share capital
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000


At 30 January 2022
4,607
21,062
(41)
25,628

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



At 29 January 2023
4,607
21,062
(41)
25,628

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


At 31 December 2023
4,607
21,062
(41)
25,628


The notes on pages 9 to 15 form part of these financial statements.

- 8 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Baird Group (Holdings) Limited ('the Company') is a private company, limited by shares, and registered in England and Wales. The registered number is 07374226. The registered office is 2100 Century Way, Thorpe Park, Leeds, LS15 8ZB.
The principal activity of the Company in the year was that of a dormant holding company.
The comparative period is for the 12 months period ended 28 January 2023. The current reporting period is for the 11 months period ended 31 December 2023 to be coterminous with that of the Group, and therefore not directly comparable.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

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

The following accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of GTEX for Commercial and Industrial Investments S.A.E. as at 31 December 2023 and these financial statements may be obtained from c/o Swiss Garment Company, 10th Ramadan City, 3rd Industrial Zone Al, Egypt.

- 9 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.3

Going concern

The directors believe the Company will continue as a going concern. Whilst the Company is not expected to trade in the coming year, the directors do not intend to wind up the Company, it will remain dormant for the foreseeable future. The period to which the directors have paid particular attention in assessing the appropriateness of the going concern basis is not less than twelve months from the date of approval of the financial statements.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

Creditors

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

 
2.6

Financial instruments

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
- 10 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.6
Financial instruments (continued)


Impairment of financial assets

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

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

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

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

- 11 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Critical judgments in applying the Company's accounting policies
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i)  Carrying value of investments 
In assessing whether there have been any indicators of impairment in investments, the directors have considered historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There have been no indicators of impairments identified during the current or prior financial year.
Key sources of estimation uncertainty
Estimates are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. No estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next or prior financial year have been identified by management.


4.


Employees




The Company has no employees other than the directors. 
The directors in office at 31 December 2023 are also Directors of BMB Clothing Limited, a subsidiary company. Details of their emoluments, in respect of the Group, are disclosed in the financial statements of BMB Clothing Limited. 


5.


Fixed asset investments








Investments in subsidiary companies

£000



Cost or valuation


At 29 January 2023
21,477



At 31 December 2023
21,477




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

- 12 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Baird Group Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Holding company
Ordinary
100%
BMB Group Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Holding company
Ordinary
100%
BMB Clothing Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Concession retailer and wholesaler
Ordinary
100%
Alexandre London inc
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Concession retailer
Ordinary
100%
BS Europe B.V.
Kerkenbos 1020E Nijmegen, Netherlands
Concession retailer
Ordinary
100%
BS Europe GmbH
Regus Cologne City, Neumarkt Galerie Koln, Richmondstrase 6, 50667 Koln, Germany
Concession retailer
Ordinary
100%
Addison & Steele Tailoring Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Dormant
Ordinary
100%
Racing Green Apparel Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Dormant
Ordinary
100%
Worth Valley Menswear Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Dormant
Ordinary
100%
Alexandre of England 1988 Limited
2100 Century Way, Thorpe Park, Leeds, LS15 8ZB
Dormant
Ordinary
100%

With the exception of Baird Group Limited, all of the companies are indirect subsidiaries of the Company.


6.


Debtors

31 December
28 January
2023
2023
£000
£000


Amounts owed by group undertakings
4,191
4,191


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

- 13 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

7.


Creditors: Amounts falling due within one year

31 December
28 January
2023
2023
£000
£000

Amounts owed to group undertakings
40
40


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


8.


Share capital

31 December
28 January
2023
2023
£
£
Allotted, called up and fully paid



460,658,957 (2023 - 460,658,957) Ordinary shares of £0.01 each
4,606,590
4,606,590



9.


Reserves

Merger Reserve

Merger reserve arose in historic periods due to a difference in value between the nominal value of the shares and the fair value of the assets transferred during a merger and subsequent demerger.

Profit and loss account

Includes all current and prior period retained profits and losses.


10.


Contingent liabilities

The Company is a participant in a group banking arrangement and has given cross-guarantees which created fixed and floating charges over all the assets of the Company. As at 28 January 2023 the maximum liability under this arrangement was £16,888k (28 January 2023: £17,225k).


11.


Related party transactions

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

- 14 -

 
BAIRD GROUP (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Post balance sheet events

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


13.


Controlling party

At 31 December 2023, the ultimate parent company, which is both the smallest and largest company into which the Company results are consolidated within, is Al Arafa for Investments and Consultancies SAE.
The consolidated financial statements may be obtained from c/o Swiss Garment Company, 10th Ramadan City, 3rd Industrial Zone Al, Egypt.

- 15 -