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Registered number: 04476051
BWG HOLDINGS LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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CONTENTS
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Statement of Directors' Responsibilities in respect of the Directors' Report and the Financial Statements
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Independent Auditor's Report to the members of BWG Holdings Limited
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Statement of Profit and loss and other Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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COMPANY INFORMATION
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The Governor and Company of the Bank of Ireland
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Barclays Bank Ireland Plc
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76 Sir John Rogerson's Quay
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DIRECTORS' REPORT
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The directors present their report and the financial statements of BWG Holdings Limited for the year ended 26 September 2025.
In the current year, the company has adopted the 52 week retail calendar for financial reporting, aligning the Group’s reporting cycle with international retail best practice.
Principal activities and future development
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The company did not trade during the year and the directors do not expect the trade to recommence in the foreseeable future.
There were no dividends proposed or paid during the year (2024: €NIL).
Directors' and secretary's interests
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The directors who served during the year were:
In accordance with the Articles of Association, the directors are not required to retire by rotation and accordingly they will continue in office.
There has been no contract or arrangement with the company during the year in which a director of the company was materially interested and which was significant in relation to the company's business.
The Directors and Company secretary do not have any interest in the shares of BWG Holdings Limited.
During the year, the company made no political or charitable contributions that would require disclosure (2024: €NIL).
Principal risks and uncertainties
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There are no principal risks and uncertainties.
Exemption to preparation of strategic report
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The company has availed of the exemption available under section 414B of the Companies Act 2006 ("Strategic Report and Director's Report") Regulations 2013 from implementing the strategic report requirements as the company qualifies as a small company for Company Law purposes.
The financial statements have been prepared on a break up basis. The boards intention is to strike off the Company within 12 months of the year end date. As a result the financial statements were not prepared on a going concern basis.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
Disclosure of information to auditor
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Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Post balance sheet events
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There were no significant post balance sheet events which require adjustment to, or disclosure in,
the company's financial statements.
The auditor, KPMG, will be proposed for reappointment in accordance with Section 487 of the Companies Act 2006
This report was approved by the board and signed on its behalf.
................................................
A Keane (Irish resident)
Director
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STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
The directors are responsible for preparing the directors' report and the financial statements of BWG Holdings Limited in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements of BWG Holdings Limited for each financial year. Under that law the directors have elected to prepare the financial statements of BWG Holdings Limited in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.
Under company law the directors must not approve the financial statements of BWG Holdings Limited 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 of BWG Holdings Limited, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments 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;
∙as explained in note 1.3, the directors do not believe that it is appropriate to prepare these financial
statements on a going concern basis
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions .
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWG HOLDINGS LIMITED
Report on the audit of the financial statements
Opinion
We have audited the financial statements of BWG Holdings Limited (‘‘the Company’’) for the year ended 26 September 2025, set out on pages 8 to 13, which comprise the statement of profit and loss account and other comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including the summary of significant accounting policies set out in note 1. The financial reporting framework that has been applied in their preparation is UK law and FRS 101 Reduced Disclosure Framework.
In our opinion:
∙the financial statements give a true and fair view of the state of the Company’s affairs as at 26 September 2025 and of its result for the year then ended;
∙the financial statements have been properly prepared in accordance with FRS 101 Reduced Disclosure Framework issued by the UK’s Financial Reporting Council; and
∙the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with ethical requirements that are relevant to our audit of financial statements in the UK, including the Financial Reporting Council (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.
Emphasis of matter- non going concern basis of preparation
We draw attention to the disclosure made in note 1.3 to the financial statements which explains that the financial statements are not prepared on the going concern basis for the reason set out in that note. Our opinion is not modified in respect of this matter.
Other information
The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the directors’ report. The financial statements and our auditor's report thereon do not comprise part of the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWG HOLDINGS LIMITED
Report on the audit of the financial statements (continued)
Based solely on our work on the other information undertaken during the the course of audit;
∙we have not identified material misstatements in the directors report;
∙in our opinion, the information given in the directors’ report is consistent with the financial statements;
∙in our opinion, the directors’ report has been prepared in accordance with the Companies Act 2006.
Opinions on other matters prescribed by the Companies Act 2006
We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
In our opinion the accounting records of the company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit;
We have nothing to report in regard to these respects.
Respective responsibilities and restrictions on use
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 4, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWG HOLDINGS LIMITED
Respective responsibilities and restrictions on use(continued)
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud, other irregularities or error, and to issue an opinion in an auditor's report. 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, other irregularities 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.
A fuller description of our responsibilities is provided on FRC's website at;
www.frc.org.uk/auditresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Keith Watt (Senior statutory auditor) Date:24 June 2026
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen's Green
Dublin 2
Ireland
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STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The company did not trade during the financial year and the preceding financial year and received no income
and incurred no expenditure. Consequently, during these years the company made neither a profit nor a loss.
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The notes on pages 11 to 13 form part of these financial statements.
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BWG HOLDINGS LIMITED
REGISTERED NUMBER:04476051
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BALANCE SHEET
AS AT 26 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
A Keane (Irish resident)
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The notes on pages 11 to 13 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Comprehensive result for the year
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Comprehensive result for the year
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The notes on pages 11 to 13 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies
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Basis of preparation of financial statements
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The financial statements are presented in euro and have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. There have been no material departures from the Standards.
The preparation of financial statements in compliance with FRS 101 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 company was, at the end of the year, a subsidiary of another company incorporated outside the
EEA and in accordance with Section 401 of Companies Act 2006, is not required to produce, and has not published, consolidated accounts.
The following principal accounting policies have been applied:
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Financial reporting standard 101 - reduced disclosure exemptions
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In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs") but makes amendments where necessary in order to comply with the Companies Act 2006.
The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
The financial statements have been prepared on a break up basis. The boards intention is to strike off the Company within 12 months of the year end date. As a result the financial statements were not prepared on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
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Foreign currency translation
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The currency used in these financial statements is Euro, denoted by the symbol "€". Transactions expressed in foreign currencies are translated into Euro at the rate of exchange ruling at the date of the transaction. Foreign currency assets and liabilities are translated at the year-end exchange rates, except in the case of contracts by foreign exchange arrangements, where the contract rate is submitted. The resulting profit or loss is dealt with in the Statement of Profit and Loss and Other Comprehensive Income
BWG Holdings Limited is a company incorporated, domiciled and registered in the United Kingdom. The registered number is 04476051 and its register office is located at Moorlands Trading Estate, Saltash, Cornwall, PL126LX, United Kingdom.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements in conformity with FRS 101 requires management to make judgments, estimates and assumptions that effect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
No material estimates have been made in the preparation of these accounts.
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Statutory and other information
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Auditor's remuneration of €NIL (2024: €NIL) for audit and tax services was borne by a related company.
The company has no employees other than the directors, who did not receive any remuneration (2024: €NIL).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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1,983,990 (2024 - ) Cumulative redeemable preference shares shares of €0.10 each
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10,364,766 (2024 - 10,364,800) ordinary shares of €0.01 each
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9,712,854 (2024 - 9,712,900) deferred ordinary shares of €0.01 each
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100,000,000 (2024 - 100,000,000) "B" shares of €1.00 each
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Allotted, called up and fully paid
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10,364,766 (2024 - 10,364,766) ordinary shares of €0.01 each
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9,712,854 (2024 - 9,712,854) deferred ordinary shares of €0.01 each
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Post balance sheet events
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There were no significant post balance sheet events which require adjustment to, or disclosure in,
the company's financial statements.
The company is a wholly owned subsidiary of Triode Acquisitions UK Limited, a company incorporated in England and Wales. The company's ultimate parent undertaking is The Spar Group Limited, a company incorporated in South Africa.
The Spar Group Limited with a registered address of The Umhlanga Arch, 1 Ncondo Place, Umhlanga
Ridge, Durban, 4320, South Africa includes the company in its consolidated financial statements and
these are prepared in accordance with the relevant accounting standards, and are available to the
public. The financial statements are available on their website at www.spar.co.za.
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