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Ramsdens Holdings PLC

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FY2020 Annual Report · Ramsdens Holdings PLC
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Annual Report and Accounts
18 months ended 30 September 2020

HELPING YOU WITH 
EVERYDAY LIFE

Serving all your travel 
money needs 

Treat yourself or a loved one to new 
or pre-owned jewellery 

Use your jewellery to get cash 
when you need it 

 
 
 
 
 
Contents

STRATEGIC REPORT 

Chairman’s statement 

Section 172 statement 

Chief Executive’s review 

Business review 

Financial Director’s review 

Principal risks and uncertainties  

CORPORATE GOVERNANCE 

Board of Directors 

Corporate governance 

Audit and Risk Committee report 

Nomination Committee report 

Remuneration Committee report 

Directors’ report 

FINANCIAL STATEMENTS

Independent Auditor’s Report 

4

6

8

10

20

22

28

30

37

39

40

43

48

Consolidated statement of comprehensive income  54

Consolidated statement of financial position 

Consolidated statement of changes in equity 

Consolidated statement of cash flows 

Notes to the consolidated financial statements  

Parent company statement of financial position 

Parent company statement of changes in equity 

55

56

57

58

87

88

Notes to the parent company financial statements   89

CAUTIONARY STATEMENT REGARDING   
FORWARD -LOOKING STATEMENTS 
Certain information contained in this document, including any information as to the 
Group’s strategy, plans or future financial or operating performance, constitutes 
‘‘forward-looking statements’’. These forward-looking statements may be identified by 
the use of forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, 
‘‘anticipates’’, ‘‘projects’’, ‘‘expects’’, ‘‘intends’’, ‘‘aims’’, ‘‘plans’’, ‘‘predicts’’, ‘‘may’’, 
‘‘will’’, ‘‘seeks’’, ‘‘could’’, ‘‘targets’’, ‘‘assumes’’, ‘‘positioned’’ or ‘‘should’’ or, in each 
case, their negative or other variations or comparable terminology, or by discussions 
of strategy, plans, objectives, goals, future events or intentions. These forward-looking 
statements include all matters that are not historical facts. They appear in a number 
of places throughout this document and include statements regarding the intentions, 
beliefs or current expectations of the Directors concerning, among other things, 
the Group’s results of operations, financial condition, prospects, growth, strategies 
and the industries in which the Group operates. By their nature, forward-looking 
statements involve risks and uncertainties because they relate to events and depend 
on circumstances that may or may not occur in the future or are beyond the Group’s 
control. Forward-looking statements are not guarantees of future performance. Even 
if the Group’s actual results of operations, financial condition and the development 

of the industries in which the Group operates are consistent with the forward-looking 
statements contained in this document, those results or developments may not be 
indicative of results or developments in subsequent periods. Accordingly, undue 
reliance should not be placed on these statements. The forward-looking statements 
contained in this document speak only as of the date of this document. The Group 
and its Directors expressly disclaim any obligation or undertaking to update or revise 
publicly any forward-looking statements, whether as a result of new information, future 
events or otherwise, unless required to do so by applicable law, the AIM Rules for 
Companies or the Disclosure and Transparency Rules. Note: The financial information 
contained in this document, including the financial information presented in a number 
of tables in this document, has been rounded to the nearest whole number or the 
nearest decimal place. Therefore, the actual arithmetic total of the numbers in a 
column or row in a certain table may not conform exactly to the total figures given 
for that column or row. In addition, certain percentages presented in the tables in 
this document reflect calculations based upon the underlying information prior to 
rounding, and accordingly, may not conform exactly to the percentages that would 
be derived if the relevant calculations were based upon the rounded numbers.

 
Our business

Ramsdens is a diversified financial services 
provider and retailer operating in the 
following core segments:

FINANCIAL HIGHLIGHTS £000’s

Revenue

Gross Profit

£76,938

£47,149

£59,504

£37,204

£46,785

£39,942

£30,522

£28,347

FY18

FY19

12M201

FP202

FY18

FY19

12M201

FP202

Profit Before Tax

Net Assets

£9,221

£8,452

£34,961

£35,555

£30,908

£27,568

£6,312 £6,492

Foreign  
Currency

Pawnbroking

Purchase of 
Precious Metals

Retail of new 
and second-
hand jewellery

The first Ramsdens store opened in Stockton-on-Tees in May 1987 
and the Group retains its Teesside roots with its Head Office located 
in Middlesbrough. 

Today, Ramsdens’ services are delivered from its 157 stores (including 
four franchised outlets) across the UK, supported by a growing online 
offering for Foreign Currency and Jewellery Retail.

Our mission is to provide a great customer offering coupled with 
such fantastic service that our customers become ambassadors for 
Ramsdens. Our strong customer proposition and reputation for service 
is reflected in our high levels of repeat business and excellent ratings 
on Trustpilot.

Ramsdens is an increasingly trusted and recognised brand in each of 
our four key business segments. The continued investment in our staff, 
IT systems, marketing and store estate remain an important factor in 
supporting the Group’s long-term growth ambitions. 

GROSS PROFIT PERCENTAGES RE CORE SEGMENTS
taken from financial statements in £000’s

5%

FY18

FY19 12M201 FP202

FY18

FY19

12M201

FP202

16%

21%

26%

● Foreign Currency
● Pawnbroking
● Purchase of Precious Metals
● Retail of new and second-hand jewellery
● Other

32%

Net Cash

EPS

£15,873

23.1p

21.4p

£12,735

£8,236

£11,051

16.3p

16.7p

FY18

FY19 12M201 FP202

FY18

FY19

12M201

FP202

1 (12 months unaudited)

2 (18 months audited)

1

RAMSDENS ANNUAL REPORT 2020Strategic 
Report

Chairman’s statement 

Section 172 statement 

Chief Executive’s review 

Business review 

Financial Director’s review 

Principal risks and uncertainties  

4

6

8

10

20

22

2

RAMSDENS ANNUAL REPORT 2020Serving all your  
travel money needs

R AMSDENS ANN UAL REP ORT 2020

3

Chairman’s statement

The Group is publishing its Annual Report to 
cover the 18 month period from 1 April 2019 
to 30 September 2020, at a time when there 
is still uncertainty over the ongoing impact of 
the COVID-19 pandemic. Since the outbreak of 
the virus, our priority has been the safety and 
wellbeing of Ramsdens’ staff, customers and 
wider stakeholders.  

I always knew that a big strength of the business 
was its people and culture. The hard work, 
flexibility and extraordinary commitment of 
our teams in dealing with the unprecedented 
challenges presented in 2020 only reinforces 
that belief. I would like to personally thank each 
and every one of my colleagues at Ramsdens 
for their dedication during this period.

4

R AMSDENS ANN UAL REP ORT 2020

The Group’s 
diversified 
business model 
has again shown 
its strength in these 
unprecedented 
times.

The Group has continued to make good progress over 
the 18 months. Profit before tax for the 18 months is 
£9.2m (FY19: £6.5m) which indicates relatively linear 
growth on a time basis but the reality of the 18 month 
period is far from linear. The reporting period has 
two distinct time periods with contrasting trading 
conditions. We have the pre COVID-19 trading period 
through to March 2020 and the subsequent 6 months 
through to the end of the reporting period:

PRE COVID-19 – TRADING TO 23 
MARCH 2020 WAS AHEAD OF THE 
BOARD’S EXPECTATIONS
We achieved tremendous progress in the first 12 months of 
the 18 month period through to March 2020. The business 
performed ahead of the Board’s expectation over that time 
and achieved record levels of profitability. Furthermore, 
we were maintaining momentum by maximising the 
opportunity that the Money Shop acquisition from March 
2019 presented and continuing to roll out new stores in line 
with our growth strategy. 

 COVID-19 IMPACT TO 30 SEPTEMBER 
2020 – TRADING SHOWED 
STRENGTH IN DIVERSIFICATION
March 2020 brought a slowdown in activity following 
the onset of COVID-19, resulting in all stores closing on 
23 March 2020 in line with government guidelines. Since 
that time, the Group’s diversified business model has again 
shown its strength, enabling the Group to trade profitably 
through to the end of the financial period. 

As a result of the COVID-19 disruption, we announced on 27 March 
2020 that Ramsdens would change its accounting reference date 
from 31 March to 30 September. This decision was made by the 
Board in consultation with the Group’s auditors. This then created 
a one off 18 month reporting period. Going forward, the Company’s 
year-end will remain 30 September.

In April to June 2020 our stores were predominantly closed. While 
there was some customer demand online for our retail products, 
the vast majority of those products were located in stores and the 
sales were only fulfilled following store re-openings as government 
restrictions were eased.

During the period of the stores being closed, a significant proportion 
of staff were furloughed under the Coronavirus Job Retention 
Scheme. During this time Ramsdens topped up employees’ pay to 
100% of their normal salaries. 

By the end of July 2020, 152 stores had re-opened and by August 
2020, the significant majority of staff across the Group’s store estate 
had returned to work. We traded through to September safely, always 
prioritising the protection of our staff and customers. 

Following the re-opening of the Group’s stores, foreign currency 
commission through to the end of the reporting period was 
approximately 30% of the comparable prior year period, due 
to ongoing restrictions on international travel as a result of the 
pandemic. However, the performance of the Group’s jewellery 
retail segment enhanced by online sales was encouraging and the 
purchase of precious metals segment benefited from the strong gold 
price. During lockdown, the Group’s pawnbroking customer base had 
a reduced need for borrowing while at the same time continuing to 
repay their loans, improving the Group’s cash position. The Group 
completed two loan book acquisitions at the end of the Period, which 
added a combined £0.25m to the in-date loan book. 

Six of the Group’s stores did not reopen after the period of 
enforced closure in the Spring as we took the opportunity to take 
advantage of flexible leases and merged these branches into nearby 
Ramsdens stores. 

 FINANCIAL YEAR STARTING OCTOBER 2020 
– POSITIONED FOR LONG TERM GROWTH
 The beginning of the new financial year has brought further 
challenges with the introductions and expected continuation of both 
national and local lockdowns across the UK. While Ramsdens is a 
provider of certain services which the government has categorised 
as essential and therefore has been able to remain open during the 
latest lockdowns, consumer sentiment and footfall have inevitably 
been impacted. 

In addition, UK businesses continue to face macroeconomic 
uncertainty with the scheduled end on 31 December 2020 of 
the Brexit transition period and, as yet, no clear idea of what will 
happen next.

brand, all of which position it well to deliver on the strategic ambitions 
of sustainable long-term growth as a sense of normality resumes. 

FINANCIAL RESULTS & DIVIDEND
As stated above, the Financial Statements cover an 18 month 
reporting period. The results show that revenue increased to £76.9m 
and PBT increased to £9.2m. 

The Board believes that comparing performance to the prior year, 
especially with a six-month period severely impacted by COVID-19, 
does not represent the achievements and progress made. 

£000’s

Revenue

Gross Profit

Profit Before Tax

Net Assets

Net Cash

EPS

FY19 
(12 months) 
(audited)

12M 20 
(12 months) 
(unaudited)

FP20 
(18 months) 
(audited)

£46,785

£30,522

£6,492

£30,908

£8,236

16.7p

£59,504

£37,204

£8,452

£34,961

£11,051

21.4p

£76,938

£47,149

£9,221

£35,555

£15,873

23.1p

The table above illustrates that the unaudited 12 month period to 
March 2020, (12M 20) as reported in our Second Interim Report 
on 27 May, compares very favourably to the financial year ended 
31 March 2019 (FY19) and also that the Group traded profitably in 
the final 6 month period.

The Strategic Report and Financial Review that follow provide a more 
in-depth analysis of the trading performance and financial results of 
the Group. 

The Board did not recommend a second interim dividend, as 
announced in May 2020, owing to the significant uncertainty at 
the time. Against the backdrop of ongoing considerable levels of 
uncertainty, continuing to receive government support to protect 
jobs and challenging trading conditions, the Board believes it is 
both prudent and in the long-term interest of shareholders to 
retain its cash resources to trade through this uncertainty. This 
will position the Group to maximise the opportunity when the ‘new 
normal’ returns. As a result, the Board is not recommending a final 
dividend for the full reporting period. Aligned with this decision, 
no salary increases have been awarded to directors and senior 
executives and both Peter Kenyon, CEO and Martin Clyburn, CFO, 
have voluntarily foregone part of their bonus entitlement as outlined 
in the Remuneration Committee report. It is the Board’s intention 
to return to its previous progressive dividend policy as soon as it is 
prudent to do so. 

A N D R E W M E E H A N
Non-Executive Chairman

Looking beyond the near term, the Group has a strong cash position, 
diversified income streams, a strong management team and a trusted 

18 December 2020

5

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSSection 172 statement

When making decisions of strategic importance, the Board is mindful of all stakeholders, 
whose engagement is important to the future success of the Group.

The Board appreciates that different stakeholders have different 
requirements and preferences, and our stakeholder engagement 
processes enable the Board to understand these and take them into 
account. The Board considers all the relevant factors and long-term 
consequences of decisions in selecting the best course of action of 
how to take the business forward. 

a.  the likely consequences of any decision in the long-term 

b.  the interests of the Company’s employees 

c.  the need to foster the Company’s business relationships 

with customers 

d.  the impact of the Company’s operations on the community and 

the environment 

The Board considers its key stakeholders to be: employees, 
customers, shareholders, the communities in which it operates, 
the environment, its regulators, suppliers and franchisees. 

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. 

In accordance with Section 172(1) of the Companies Act 2006, a 
Director of a company must act in the way he or she considers, 
in good faith, would be most likely to promote the success of the 
company for the benefit of its members as a whole, and in doing so 
have regard, amongst other matters, to: 

STAKEHOLDER

ENGAGEMENT EXAMPLES 

The following disclosure describes how the Directors of the Group 
have taken account of the matters set out in section 172(1) (a) to (f) 
and forms the Directors’ statement required under section 172 of the 
Companies Act 2006.

Employees

•  Comprehensive face to face induction training
•  Company-wide digital learning and development platform
•  A staff forum has been formed to consider and discuss general matters within the business, environmental  

issues and best use of IT
•  Weekly staff newsletter
•  Annual staff engagement survey
•  Regional roadshow involving all managerial grade employees 
•  Annual meeting of all key influencers within the business as part of a staff development program

Customers

Shareholder

Communities and 
Environment

Suppliers and 
Franchisees

Regulators

Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code

•  Interaction with customers in store, online and by telephone
•  Customer Service support function assists with customer queries
•  Social media and Trustpilot feedback reviewed and customers engaged to resolve any queries and areas of dissatisfaction

Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code

•  Individual meetings with institutional shareholders throughout the period and particularly following interim and full year results
•  Shareholders are invited to submit questions to the Board at the Group’s Annual General Meeting
•  Information for investors is published on the Group’s website www.Ramsdensplc.com

Further information is included in the Governance section, Principle 2 of the QCA Corporate Governance Code

•  The Group contributes to local and national charities which are important to both the communities where our stores are located 

and our staff

•  The Group’s Staff Forum has been challenged with reviewing the Company’s efforts to improve its environmental footprint.

Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code 

•  The Group has established long term key suppliers and enjoy good close working relationships. All supplier payments were 

made in accordance with normal payment terms despite the impact COVID-19 has had on the business. 

•  Each Supplier relationship is reviewed on a six monthly basis to meet the Group’s strict responsible supplier policy.
•  The Group engaged with its landlords during the store closure period to pay its rent on a monthly basis as opposed to not 

paying its rental liabilities

•  Each franchisee is audited on a quarterly basis

Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code

•  The Group has processes in place and uses its retained advisers and lawyers to keep it up to date with legislative changes and 
compliance requirements that may impact the business, for example, the forthcoming 6th Money Laundering Directive and the 
Guidance issued by the FCA for the treatment of customers experiencing payment difficulties as a result of COVID-19.
•  The Group’s management regularly engages with trade bodies including The National Pawnbrokers Association and the 

Consumer Credit Trade Association

Further information is included in the Principal Risks and Uncertainties section of the Strategic Report and the 
Governance section, Principle 3 of the QCA Corporate Governance Code

6

RAMSDENS ANNUAL REPORT 2020Key Board Decisions in the Reporting period

BOARD DECISION

CONSIDERATIONS

The requirement to prioritise the welfare and health & safety of all staff. Despite 
subsequently having an exemption to stay open to provide essential services, 
little was known in the early days about how to protect customers and staff and 
the stores remained closed until more detailed guidance was given by the UK 
Government.  Stores were then opened in a phased way to test and review the 
processes implemented.

Flexible working arrangements were made available to facilitate staff who had 
childcare issues with schools closed or to care for those shielding.

The requirement to support suppliers and landlords by paying all invoices and rent. 
Many suppliers and landlords are small businesses that have supported the ongoing 
development of Ramsdens. 

The Board reviewed the Business’s response to the impact of COVID-19 
on key stakeholders and approved the following actions:

Staff welfare. Those Head Office functions that could operate remotely 
were facilitated prior to the national lockdown on 23 March. On 23 
March, we closed our stores in line with government guidance. The pay of 
furloughed staff was topped up to 100% from March through to July.  By 
August, the majority of staff had returned in some capacity.  A network 
of communication was created using mobile messaging and emails to 
personal email addresses so staff were informed of the Company’s plans 
to reopen, keep staff safe and to assist in supporting the health and well-
being of the individuals.

Customers. Within a week an online facility was made available for 
customers to manage their pawnbroking loans and provide access to 
a loan if required. There was increased customer communication via 
social media, website and text with a primary message that customers 
would not be disadvantaged by the store closures. All retail jewellery 
sales return timescales were extended. On re-opening, the stores were 
operated in a COVID secure way, which protected customers and staff.

Suppliers. All suppliers were paid as their invoices fell due

Landlords. Landlords. Rents continued to be paid, albeit for a short time, 
on a monthly basis as opposed to quarterly.

The Board with its auditor, Ernst & Young, discussed the practicalities of 
completing the audit for the year to March 20 given the implications of 
COVID-19.

Consideration was given to the auditor’s ability to undertake year end stock takes 
safely, across a ‘locked down’ store estate, and the auditor’s ability to undertake the 
subsequent audit work in a timely manner.  

The Board took the decision not to apply for additional bank funding or a 
Coronavirus Large Business Interruption Loan (CLBIL).

The Board took the decision not to approve a second interim dividend or 
recommend a final dividend for the 18 month period. 

The Board stopped all new greenfield store openings but continued to 
relocate stores where opportunities existed.

Purchase of loan book and assets from Beauly Financial Limited.

The Board reviewed the results of the Employee Engagement survey and 
agreed a number of initiatives to be implemented.

Extend the time qualifying criteria for the Admission Long Term  
Incentive Plan.

Consideration was given to the material uncertainties that existed with limited 
knowledge of the timing and impact of the Government’s decision re lockdown.

In selecting a new date, consideration was given to keeping the reporting relatable to 
prior periods and a change to 30 September was approved by the Board. 

Consideration was given to increasing the cash resources available to the Company 
but this was considered unnecessary as the Group had a strong balance sheet and 
opportunities to improve cash liquidity from its jewellery stock and conversion of its 
foreign currency holdings back into sterling.

Consideration was given to rewarding shareholders for the record 12 months 
trading to March 20 but the Board decided to preserve cash given the material 
uncertainties that existed at that time. 

Consideration was given to issuing a scrip issue dividend but the Board decided 
against this on the basis that it soon hoped to return to delivering on its progressive 
dividend policy.

Consideration was given to recommending a final dividend but in the light of 
the ongoing uncertainties and the guidance given in the government’s support 
schemes, the Board has decided not to issue a dividend and instead enable the 
Group to utilise the government’s job support scheme to support our staff and 
retain jobs over the long-term.

Consideration was given to the longer term growth of the Group but it was 
decided to preserve cash by not opening new greenfield stores given the material 
uncertainties to future trading. Where trading in a town was known and a relocation 
of a store would benefit the business, the relocation was undertaken.

The Board agreed to purchase the business assets following careful consideration 
due to the long-term value of the transaction and the return on the capital employed.

Consideration of the feedback by employees who completed the survey. Taking 
appropriate engagement action is critical to engage employees in the process and 
for positive changes to be implemented.

Consideration was given to rewarding the seven beneficiaries of the scheme at a 
time when all stores were closed and staff furloughed while balancing the fact that 
performance criteria had been exceeded and the performance in the 12 months 
to March 20 was a record year. The Board agreed that the Admission LTIP scheme 
would vest on production of this Annual Report. The beneficiaries would then be 
able to exercise at their discretion subject to Group’s standard share dealing code.

7

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSChief Executive’s review

Still moving 
forward

The 18 month reporting period has included the 
high of delivering an unaudited record 12 month 
performance through to March 2020 reflecting the 
investments made in our staff, brand, IT systems, 
store locations, retail jewellery proposition and 
digital operations. This was unfortunately followed 
by the low of having to close all Ramsdens stores 
between March and the end of May 2020, resulting 
in a deceleration of online operations owing to stock 
being held in closed stores and the pausing of our 
planned store roll-out strategy.

P E T E R K E N YO N
Chief Executive Officer

8

R AMSDENS ANN UAL REP ORT 2020

INTRODUCTION
Excellent trading through to March had positioned the business 
well for growth with good liquidity and growing diversified income 
streams. We then entered a period, which I relate to the Ramsdens 
ship getting caught in the eye of a storm. The storm was not of our 
making, we could not navigate around it, and we had – and continue 
to have – no control over its severity or duration. We have however 
navigated through the first six months of the storm reasonably 
successfully and are grateful for the UK Government’s support, 
which has helped us to protect the jobs of our colleagues. Pleasingly 
we have also remained profitable during this period, but at materially 
lower levels than we would have expected under normal trading 
conditions. The waters are still choppy, but I am pleased to say that 
the Ramsdens ship is still moving forward. We are still able to make 
progress notwithstanding the continuing stormy outlook.

As I look forward and see the storm calming – as it inevitably will 
at some point – either when a vaccine is developed and widely 
rolled out or we further adapt to living with the virus – I believe that 
Ramsdens will be in a great position to maximise the opportunities 
for continued, long term growth. 

Our stores started to reopen at the end of May, initially trialling three 
stores. This re-opening gathered pace through England in June, with 
Wales and Scotland in July. Our head office staff slowly returned to 
the workplace, adhering to additional social distancing rules and with 
screens introduced to aid staff segregation.

COVID-19 IMPACT AND ACTIONS
The pandemic has had a huge impact on the lives of many who 
work for, engage with, or supply Ramsdens. We have seen periods 
of national lockdown and regional restrictions, which have affected 
the high street unlike anything contemplated prior to the onset of 
the pandemic. More broadly, we have seen a significant reduction in 
demand for international travel and the movement of people.

Faced with this, the strength of the Ramsdens team spirit has 
never been more evident. Our staff have been flexible, considerate 
and collaborative, and did whatever it took to re-open our stores 
in the summer and trade in a COVID secure way. I have immense 
pride in being able to lead such a committed and talented group 
of people and would like to thank them all for their response to the 
unprecedented challenges faced during the period.

THE SAFETY OF OUR STAFF, 
CUSTOMERS AND COMMUNITY
Our first priority throughout the pandemic has been the health, safety 
and wellbeing of our staff, customers and the community at large.

During March 2020, we facilitated more staff being able to work from 
home and securely connect to our centralised IT systems. We then 
closed our stores in line with the UK Government guidance. In the 
early weeks of the first national lockdown, we planned our reopening 
and how we could operate in a safe way. The layout of our stores 
supported this as they already feature segregated financial services 
tills with private spaces for our customers and glass screens offering 
additional safety. While Ramsdens became eligible to open for our 
essential services, mainly pawnbroking, within a week of lockdown 
we implemented an online portal for customers which enabled 
them to manage their existing in store loans and apply for new loans 
by posting their goods to our ecommerce team. Our message to 
customers was that we would not disadvantage them because of the 
stores being closed. We ensured we did this when we re-opened and 
waived interest where customers were disadvantaged.

Once our stores were open, we strived to continue to provide the 
services, for which our loyal customers visit Ramsdens, in our usual 
friendly way. We were also able to fulfil the many pending online 
orders we had received for jewellery items during the lockdown period 
where the items had been securely stored in our closed stores.

During the two week ‘firebreak’ lockdown in Wales in October and 
the national lockdown in England in November, our stores remained 
open following government advice and the exemption for essential 
services. This decision was made with the knowledge that we could 
keep our stores as safe as possible for our customers and staff and 
adhere to COVID secure guidelines. 

LIQUIDITY
The Group was in a good position with its liquidity at the start of 
lockdown. We also had opportunities to generate cash from the 
intrinsic value of the gold in our jewellery stock if required. This 
position has been improved in recent months following:

•  profitable trading during the final 6 months of the reporting period;

•  postponing the opening of new greenfield stores and saving the 

associated capital expenditure;

•  accelerating the merger of four stores and closure of two stores, 

releasing working capital;

•  customers repaying their pawnbroking loans during the period at 
the same time as new lending being impacted from store closures 
and reduced customer need. This will, however, have an impact 
on future income generation while the loan book rebuilds over the 
coming months; and

•  the reduction of foreign currency cash, which improves sterling 

cash held but not the overall net cash figure.

At 30 September 2020, the Group’s cash position was £15.9m and 
the revolving credit facility of £10m remained undrawn. 

9

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSBusiness review

The 18 month period encompassed the 
ongoing development of: the core estate 
of branches; our ecommerce activities; the 
young stores which opened in 2018 and 
2019; and the stores acquired in March 2019 
which previously traded as The Money Shop.  

This resulted in Profit Before Tax for the full 18 month period 
increasing to £9.2m (FY19: £6.5m). The majority of the profit was 
generated during the first 12 months of the 18 month reporting 
period when the Group traded in what is best described now as 
normal trading conditions delivering a 27% increase in revenue 
and a 30% increase in Profit Before Tax to £8.5m (FY19: £6.5m).

The generation of £0.8m Profit Before Tax during the six 
months to September 2020 is considered to be a strong 
performance by the Board, given the period of store closures 
and significant reduction in international travel.

Each of the key income streams is discussed in greater detail 
below showing the results for the last two and a half years to 
enable comparisons.

The Group’s retail estate grew to 158 stores as at March 2020 but 
has now reduced to 153 stores. The reduction is the result of one 
new store opening in Boston post-lockdown and the merger of six 
stores with other nearby Ramsdens stores. We have continued 
to achieve growth in our online jewellery retail sales as we move 
forward with our strategy to become a truly multi-channel business. 

10

R AMSDENS ANN UAL REP ORT 2020

Our diversified business model: Product offering 
Ramsdens operates in the four core business segments of: foreign currency exchange; 
pawnbroking; jewellery retail; and purchase of precious metals. 

The following tables have references to;

H1 being the 6 months to 30 September 
2019. These numbers are unaudited 
H2 being the 6 months to 31 March 2020.  
These numbers are unaudited

12M20 being the 12 months to 31 March 
2020. These numbers are unaudited 

H3 being the 6 months to 30 September 
2020. These numbers are unaudited. 

The FP20 represented the 18 month 
financial period to 30 September 2020 
which is audited.

FOREIGN CURRENCY EXCHANGE
The foreign currency exchange (FX) segment primarily comprises  
of the sale and purchase of foreign currency notes to 
holidaymakers. Ramsdens also offers prepaid travel cards and 
international bank-to-bank payments.

Approximately 784,000 customers used the foreign currency 
service during the year to March 2020 up 11% on the previous 
12 months of approximately 705,000 customers. The significant 
impact of COVID-19 on the reduction of international travel 
and consequently on the Group’s foreign currency volumes is 
highlighted by the number of customers falling from approximately 
570,000 in the six months to September 2019 to approximately 
69,000 in the six months to September 2020, an 88% fall.  

The improvement in the rate of commission, or gross profit 
from the product has been driven by a focused effort by the 

Group to widen margins in line with our competitors and the 
volume of higher margin purchases of currency representing 
a greater percentage of the total currency exchanged.  

In line with our multi-channel strategy, the Group intended to 
refresh its currency travel card proposition in 2020 but given 
the impact of COVID-19 this has been delayed to 2021.

As we look forward, we see the income from this service 
growing in line with the easing of restrictions and as international 
travel returns. We strongly believe that customers’ desire to 
go on holiday abroad remains high. While we have seen more 
people use card payments in the UK, we believe the need for 
foreign currency cash will remain high given the popular holiday 
destinations and known spending patterns while abroad.

The table demonstrates the strong growth for the 12 months to March 2020. 

000’s

Total Currency exchanged

Income

Online C&C orders

% of online FX

Percentage of GP

FY19 
(audited)

H1 20 
(unaudited)

H2 20 
(unaudited)

12M 20 
(unaudited)

12M20 v FY19

H3 20 
(unaudited)

£496m

£11.6m

£32m

6%

38%

£340m

£8.4m

£23.9m

7%

41%

£181m

£4.7m

£18.5m

10%

28%

£521m

£13.1m

£42.4m

8%

35%

5%

13%

32%

33%

(3%)

£38m

£1.8m

£3.0m

8%

18%

FP20 
(audited)

£559m

£14.9m

£45.4m

8%

32%

PAWNBROKING
Pawnbroking is a small subset of the consumer credit market in 
the UK and a simple form of asset backed lending dating back to 
the foundations of banking. In a pawnbroking transaction an item 
of value, known as a pledge, (in Ramsdens’ case, jewellery and 
watches), is held by the pawnbroker as security against a six-month 
loan. Customers who repay the capital sum borrowed plus interest 
receive their pledged item back. If a customer fails to repay the loan, 
the pawnbroker sells the pledged item to repay the amount owed and 
returns any surplus funds to the customer. Pawnbroking is regulated 
by the FCA in the UK and Ramsdens is fully FCA authorised.

The growth in pawnbroking income to March 2020 was primarily due 
to the contribution from the Money Shop loan books that we acquired 
in March 2019.

As our stores closed in March 2020, we quickly leveraged our 
strengths as a multi-channel business and made a full service online 
pawnbroking facility available. Whilst the volume of loans being 
requested through the portal has been low, reinforcing the view 
that customers prefer a face to face service, the portal did enable 
a significant number of customers to repay their loans during the 
lockdown period and collect their goods when stores re-opened.

11

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSB USINESS RE V IE W – CONTIN U ED

The impact of the national lockdown was that our customer base had 
a reduced borrowing need. The restrictions on normal life expenditure 
within the customer base and the significant UK Government support 
– in particular the Coronavirus Job Retention Scheme – led to a 
greater number of customers repaying their loans over the normal 
redemption patterns.

The average loan value as at 30 September 2020 was £248, up from 
£229 as at 31 March 2020 and £224 as at 31 March 2019. The loan 
book is considered of high quality with a low loan to value ratio of 

approximately 60% on the gold price alone at the period end. Where 
loans are not repaid, the current high gold price enables an improved 
recovery of interest where goods are scrapped as opposed to being 
appropriate for retailing. 

As we look forward, the Board is confident that the loan book will 
rebuild over time. The typical pawnbroking customer is cautious. 
They know that the item pledged is their store of wealth and that this 
enables them to borrow when needed. 

000’s

Gross profit

Total loan book

Past Due

In date loan book

Percentage of GP

FY19 
(audited)

H1 20 
(unaudited)

H2 20 
(unaudited)

12M 20 
(unaudited)

12M20 v FY19

H3 20 
(unaudited)

£7,520

£7,643

£1,032

£6,611

25%

£4,261

£7,739

£763

£6,976

21%

£4,706

£7,747

£1,115

£6,632

28%

£8,967

£7,747

£1,115

£6,632

24%

19%

1.4%

8%

0.3%

(1%)

£3,281

£6,548

£1,559

£4,989

33%

FP20 
(audited)

£12,248

£6,548

£1,559

£4,989

26%

JEWELLERY RETAIL
The Group offers new and second-hand jewellery for sale. The Board 
believes there is significant growth potential in this segment by 
leveraging Ramsdens’ retail store estate and ecommerce operations. 
The Group aims to cross-sell its retail proposition to existing customers 
of the Group’s other services as well as attracting new customers. 

Retailing of new jewellery products complements the Group’s 
second hand offering to give our customers greater choice in 
breadth of products and price points. In addition, the retailing of new 
jewellery enables the Group to attract some customers who prefer 
not to buy second hand. New jewellery items now account for 31% 
of the retail revenue.

Whilst many retailers had been recording falling sales, the 
performance to March 2020 was very robust. The ongoing 
development of the premium watch sales generates a higher cash 
margin per product sold but at a lower percentage margin. Watch 
sales are seen as incremental revenue for the Group. This is the 
primary reason that the gross margin percentage for jewellery retail 
fell during the period. 

The total jewellery sold through our ecommerce activities totalled 
£1.9m for the 18 month period and represents 9% of all jewellery 
items sold. Sales of £846k were delivered in the last 6 months 
to September 20 and £1,101k in the 12 months to March 20 
representing 94% growth over FY19 at £568k.

With the website recently developed to improve the customer 
experience it is hoped that conversion rates will improve and further 
growth will follow. 40% of our online sales are now to customers living 
outside the natural catchment of our branch network.

We believe there is an ongoing opportunity for improving and growing 
our jewellery retail business. Following a restructure of internal 
resources, we have placed greater focus on improving the sales of 
each product category, diamonds, watches, second hand and new 
jewellery through the store estate and online. We have been investing 
in the website to improve the customer experience and conversion 
rates. We have increased the ecommerce team headcount so that we 
can list more individual second hand items and fulfil the increased 
sales. We believe these investments will help deliver ongoing growth 
in our retail jewellery segment in the coming years.

The table demonstrates the strong growth for the 12 months to March 2020. 

000’s

Revenue

Gross Profit

Margin %

Jewellery retail stock

Online sales1

% of sales online1

Percentage of GP

FY19 
(audited)

H1 20 
(unaudited)

H2 20 
(unaudited)

12M 20 
(unaudited)

12M20 v FY19

H3 20 
(unaudited)

FP20 
(audited)

£9,771

£5,039

52%

£9,085

£568

5%

17%

£5,499

£2,598

47%

£8,111

£322

5%

13%

£7,054

£3,113

44%

£8,919

£779

9%

19%

£12,553

£5,711

45%

£8,919

£1,101

7%

15%

28%

13%

(7%)

(2%)

94%

2%

(2%)

£4,556

£1,990

44%

£9,496

£846

14%

20%

£17,109

£7,701

45%

£9,496

£1,947

9%

16%

1  this is based on total jewellery sold which includes ex pledge items

12

RAMSDENS ANNUAL REPORT 2020PURCHASES OF PRECIOUS METALS
Through its precious metals buying and selling service, Ramsdens 
buys unwanted jewellery, gold and other precious metals from 
customers. Typically, a customer brings unwanted jewellery 
into a Ramsdens store and a price is agreed with the customer 
depending upon the retail potential, weight or carat of the jewellery. 
Ramsdens has various second-hand dealer licences and other 
permissions and adheres to the Police approved “gold standard” 
for buying precious metals. 

Once jewellery has been bought from the customer, the Group’s 
dedicated jewellery department decides whether or not to retail 
the item through the store network or online. Income derived from 
jewellery, which is purchased and then retailed, is reflected in 
jewellery retail income and profits. The residual items are smelted and 
sold to a bullion dealer for their intrinsic value and the proceeds are 
reflected in the accounts as precious metals buying income. 

The sterling gold price increased by 50% during the 18 month period, 
reaching an all time record high. The current gold price is considered to 
be higher than where we would expect it to be on a medium-term basis.

In the 12 months to March 2020, an additional non-recurring gross 
profit of £0.8m was generated from the sale of older stock. 

The weight of gold purchased has reduced since the re-opening of 
our stores after the national lockdown. This is attributed to people 
still not undertaking normal activities, the reduced need for additional 
cash and a reduction in the number of foreign currency customers to 
whom we have traditionally cross-sold this service. We do anticipate 
the weight purchased increasing as we move back to more normal 
trading conditions. Until then we believe the gold price will remain high, 
assisting margins.

000’s

Revenue

Gross Profit

Percentage of GP

FY19 
(audited)

£12,343

£4,801

16%

H1 20 
(unaudited)

H2 20 
(unaudited)

12M 20 
(unaudited)

12M20 v FY19

H3 20 
(unaudited)

£10,080

£4,122

20%

£7,499

£3,214

19%

£17,579

£7,336

20%

42%

53%

4%

£5,445

£2,520

25%

FP20 
(audited)

£23,024

£9,856

21%

OTHER SERVICES
In addition to the four core business segments, the Group also 
provides additional services in cheque cashing, Western Union money 
transfer, credit broking and receives franchise fees.

Whilst this has been a steady source of gross profit, we believe that 
the impact of COVID has switched some Western Union customers 
online rather than using a store network. Cheque cashing was and 
continues to be a service in decline. 

000’s

Revenue3

Gross Profit3

Percentage of GP

FY19 
(audited)

£2,542

£1,577

5%

H1 20 
(unaudited)

H2 20 
(unaudited)

12M 20 
(unaudited)

12M20 v FY19

H3 20 
(unaudited)

£1,594

£1,138

6%

£1,029

£937

6%

£2,623

£2,075

6%

3%

32%

1%

£412

£410

4%

FP20 
(audited)

£3,035

£2,485

5%

13

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSB USINESS RE V IE W – CONTIN U ED

Our people
It has been clearly demonstrated since 
the outbreak of the pandemic earlier in 
2020, that one of Ramsdens’ greatest 
strengths is its people. Our aim is to 
nurture, train and develop the best talent 
in our industry, and to that end during the 
period the senior management team have 
been collectively undertaking a leadership 
development programme.  

This is assisting with an ongoing desire to enhance and demonstrate 
our three core values of being trusted, open and passionate. 

The pride and enthusiasm shown by all of our employees continues 
to create a working environment of infectious enthusiasm to 
deliver the Group’s mission statement, namely to provide a 
great customer offering and give such fantastic service that 
our customers become ambassadors for Ramsdens. 

As well as doing the ‘day job’ and seeking a never ending higher 
bar of achievement during the 18 month reporting period, 
the team have successfully embedded the acquired Money 
Shop stores from March 2019, trained the 89 staff members 
who transferred to Ramsdens in the Ramsdens values and 
ways, maintained high levels of repeat business from loyal 
customers, and faced the challenges of COVID-19 head on. We 
have only been able to do this thanks to the team’s dedication, 
commitment, willingness to strive for continuous improvement 
and its focus on delivering fantastic service to our customers.

Reflecting the vital role of our staff and their contribution, 
in the period from March to July 2020 the Group topped 
up all furloughed employees’ pay to 100% of their normal 
salaries. We are grateful to the UK Government for providing 
the Coronavirus Job Retention (Furlough) Scheme and its 
extension to March 2021 which has enabled the Group to 
protect the jobs of the Group’s skilled employees whose 
training and development we have already invested in.

14

THE RAMSDENS BRAND
The high levels of repeat purchasing of foreign currency exchange 
and pawnbroking loans demonstrates the trust our customers have 
in Ramsdens.

Where our branches are located, we enjoy strong brand recognition. 
However there is scope to improve this recognition across the full 
range of diversified services we offer, which remains a key focus 
for the Group. In addition, improving our online capabilities and the 
associated awareness of Ramsdens’ great products and value will 
enable the brand to increase recognition beyond the branch network 
catchment areas.

IT AND INFRASTRUCTURE
The Group has continued to invest in and develop its bespoke 
customer-centric IT operating system. Underpinning this system is a 
scalable infrastructure, which undergoes regular capacity planning to 
ensure that the growth of the Group can not only accommodate its 
core business strategy but also readily take advantage of business 
acquisition opportunities. The system infrastructure is maintained 
with resiliency in all areas. 

The Group maintains a continual focus on cyber security and the 
associated threat landscape. The IT team regularly review the cyber 
defences of the Group and have recently installed additional network 
security software to raise the barriers and reduce cyber risk. 

The longstanding and layered approach we have to protecting our 
systems and the data held allowed a seamless transition to remote 
working for more of our staff in the last six months. 

The Group’s internal IT Team provide a highly effective and 
efficient service ensuring the support requirements of the Group 
are fulfilled. The IT Team are also integral to the Group’s business 
expansion strategy provisioning new store locations, relocations and 
acquisitions of single and multiple stores.

RAMSDENS ANNUAL REPORT 2020Strategy
We have a consistent and established strategy for the long-term development and growth of 
Ramsdens. Underpinned by the development of our people, I am confident that the four pillars 
of the Group’s previously proven strategy remain relevant and appropriate in the long-term. 

We continue to concentrate on:

01

02

Improving the 
performance of our 
existing store estate

Expanding the 
Ramsdens branch 
footprint in the UK

03

Developing our 
online proposition

04

Continuing to appraise 
market opportunities 
presented by operating 
in a challenging market

WE REMAIN FOCUSED ON DELIVERING OUR CORE MISSION,   
WHICH HAS THREE COMPONENT PARTS:

1.  TO HAVE A GREAT 

CUSTOMER OFFERING…

2.   …AND GIVE SUCH FANTASTIC 

3.  …THAT OUR CUSTOMERS 

CUSTOMER SERVICE…

BECOME OUR AMBASSADORS.

•  We offer very competitive exchange 

rates for currency

•  We offer a simple and trusted 

pawnbroking service

•  We have invested in the quantity and 

quality of our jewellery stock and how it 
is presented to the customer

•  We keep the store estate modern and 

bright and where appropriate continue to 
relocate stores to higher footfall locations

•  We have a team of fully trained and 
motivated staff who are passionate 
about the business and their 
customers, including cross-selling to 
meet customer needs

•  We have a first-class, customer-centric 
IT system that allows staff to have a full 
appreciation of a customer’s history with 
Ramsdens, thereby facilitating efficient 
processing times

•  Recommendations from family and 
friends remains our biggest source 
of new customers

Second purchase from 
Ramsdens Jewellers. Excellent 
service. Quality purchases. No 
problems at all. I would highly 
recommend. Thank you guys.
S E P T E M B E R  2020

Excellent service from Marie, 
very helpful and took the time 
to look at a number of items.
O C TO B E R 2020

15

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSB USINESS RE V IE W – CONTIN U ED

Improving performance of  
the existing store estate

Our strategic focus is on attracting more customers, 
cross-selling our diversified services and driving higher 
spend from those acquired customers. By doing this and 
controlling costs, the profit contribution will increase.

•  Purchase of precious metals: by growing the awareness 

amongst our existing customer base, primarily foreign currency 
customers who are unaware of the service or the value held in 
damaged or simply unwanted or unworn jewellery. 

The growth in the four key income segments across the core 
estate during the first 12 months of the reporting period 
demonstrate the effectiveness of this strategy. We are not resting 
on past results and believe we have significant capacity for 
further improvement. We will do this by continuing to engage with 
our customers and provide standout products and service.

We aim to improve the performance of our key income streams:

•  Foreign currency: by having competitive exchange rates to 

attract new and retain existing customers. Margins will continue 
to be managed closely with due regard to local circumstances. 
We will develop a market-leading multi-currency travel card to 
capture more of the customer’s holiday spend while abroad. We 
have relocated stores to higher footfall locations to improve the 
convenience we offer our existing customers and to attract those 
customers who may have been unaware of our secondary location 
within a town.

•  Pawnbroking: by doing what we believe is the right thing for the 

long term. This has included proactively supporting our customers 
through the challenges that COVID-19 has brought by waiving 
interest, reducing interest rates and offering long-term repayment 
plans. Where customers default, we will continue to obtain the 
best price possible for them by selling by private treaty and 
not using an auction process which we believe disadvantages 
customers. We will continue to give a great service and grow the 
customer base through recommendation. We have very prudent 
lending policies particularly given the high gold price. Whilst not 
losing our in-built prudent approach to business and management 
of cash, we are looking at improving our lending on items that 
are desirable to retail and offering a more attractive solution for 
borrowers with high value assets. The introduction of a jewellery 
offering in the March 2019 acquired Money Shop stores will also 
improve the pawnbroking results of those stores.

•  Jewellery retail: by continuing to offer our customers greater 
product choice and depth of supply with improved stock 
replenishment systems and, where appropriate, greater levels of 
inventory. This will apply to jewellery and premium watches. We are 
continuing to work on the display of our products to create more 
customer appeal as well as continuing to invest in our retail website 
(see below) which also acts as a stock catalogue for our branches to 
facilitate further in store sales. By relocating stores to higher footfall 
locations we are often able to provide an improved jewellery offering 
with greater stock on display for similar rents. In addition, there is 
still the opportunity to convert stores acquired from The Money Shop 
in March 2019 to have a strong retail jewellery offering. An example 
is the recent conversion of our Altrincham store. 

16

Expanding the branch footprint in the UK
As at 30 September 2020, we had 157 stores including the 
four franchised stores. During the 18 month period, we;

•  Opened seven greenfield sites

•  Opened four stores that previously traded as the Money Shop

•  Merged eight stores where we had two stores in a town, seven 
of which were in plan as part of the short-term strategy from 
The Money Shop acquisition in March 2019

•  Closed two stores in towns which were marginal and relocated 

the pawnbroking loan book to a local Ramsdens branch

In February 2020, we had nine new greenfield sites in various 
stages of agreement. These were all paused when the March 
lockdown was implemented and will remain so as we continue 
to re-evaluate the impact of the pandemic in those locations.

Whilst we have paused new greenfield stores, the Group’s 
medium-term strategy remains to open new stores and expand 
its geographic footprint, leveraging off the Head Office cost base 
which has been geared up to support our continued growth.

An example of the 
recent conversion of 
our Altrincham store.

Before

After

RAMSDENS ANNUAL REPORT 2020The Ramsdens branch  
footprint in the UK

WALES
Aberdare
Barry
Blackwood
Bridgend
Caerphilly
Carmarthen
Cardiff, 
  Albany Road 
 Cowbridge Road
Cwmbran
Ebbw Vale
Haverfordwest
Llanelli
Llanrumney
Merthyr
Neath
Newport
Pontypridd
Port Talbot
Swansea 

FRANCHISES
Bury
Leeds, Harehills
Whitby,  
 Baxtergate
 Church Street

Middlesborough,  
 Hillstreet Centre
 Linthorpe Road
Morley
Newcastle,  
 Grainger Street 
Newton Aycliffe
North Shields
Northallerton
Oldham
Otley
Peterlee
Preston
Redcar
Ripon
Rotherham
Sale
Scarborough
Scunthorpe
Sheffield,  
 Hillsborough
 The Moor
Skelmersdale
South Shields,  
   King Street   
   Prince Edward Road
Stockton
Sunderland,  
  Chester Road
  Southwick
  The Bridges
Teesside  
 International Airport
Thornaby
Wallasey
Wallsend
Washington
Whitehaven
Whitley Bay
Workington
Worksop
York

SCOTLAND
Aberdeen,  
 132 Union Street
 27 Union Street
Airdrie
Alloa
Arbroath
Ayr
Bellshill
Braehead
Clydebank
Coatbridge
Cumbernauld
Dumbarton
Dumfries
Dundee
Dunfermline
East Kilbride
Edinburgh,  
 Shandwick Place
Elgin
Falkirk
Fraserburgh
Glasgow,  
 Argyle Street  
 The Forge
 Queens Park
Glenrothes
Grangemouth
Greenock
Hamilton
Inverness,  
 High Street
 Inglis Street
Irvine
Killingworth
Kilmarnock
Kirkcaldy
Kirkintilloch
Leith
Livingston
Motherwell
Musselburgh
Newton Mearns
Paisley
Partick
Perth
Peterhead
Rutherglen
Saltcoats
Springburn
Stirling
Wishaw

ENGLAND
Altrincham
Ashington
Barnsley
Barrow
Benwell Newcastle
Berwick
Billingham
Bishop Auckland
Blyth
Boston
Bradford
Bridlington
Bristol, The Galleries
Byker
Carlisle
Castleford
Chester Le Street
Chesterfield
Chippenham
Chorley
Consett
Coulby Newham
Cramlington
Darlington
Derby
Doncaster
Durham
Eston
Gateshead
Goole
Grimsby
Guisborough
Halifax
Harrogate
Hartlepool
Huddersfield
Hull,  
 Hessle Road
 Holderness Road
Jarrow
Keighley
Kendal
Killingworth
Lancaster
Leeds, Kirkgate
Lincoln
Liverpool,  
 Lord Street
 Norris Green
 Old Swan
 Whitechapel

17

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSB USINESS RE V IE W – CONTIN U ED

Developing our online proposition

Our journey to becoming truly multi-channel continues. Our ecommerce activities include 
our jewellery retail website www.ramsdensjewellery.co.uk and the use of ebay.

APPRAISING OPPORTUNITIES PRESENTED BY 
OPERATING IN A CHALLENGING MARKET
The retail landscape has been challenging for a number of years. 
The uncertainties of Brexit and general economic outlook created a 
headwind for most retailers but the COVID-19 pandemic seems to 
have been a challenge too far for some high street retail jewellery 
outlets, bureaux de change and travel agents with stores closing 
permanently in many towns. This changing and challenging backdrop 
will create an opportunity to acquire displaced customers that do not 
wish to shop online once we see a post-pandemic new normal. There 
is the caveat that certain high streets may have been damaged too 
badly to ever recover without large investment in towns or changes 
to the non-domestic rates system. Our property portfolio has been 
purposefully managed to be as flexible as possible to provide a 
defensive quality in case of one of our stores becomes isolated and 
performance deteriorates, or agile should the town nucleus shift. 

The number of pawnbroking outlets in the UK continues to fall. Our 
estimation is that there are circa 130 pawnbroking businesses in 
the UK trading from circa 870 locations. The largest three National 
Pawnbroker Association members account for circa 610 locations. 
Within our existing geographic territories, the opportunity to acquire 
good pawnbrokers is limited but there may be the possibility to 
acquire and expand our geographic footprint in the future. In 
September 2020, the Group purchased two of the oldest pawnbroking 
names in Scotland , Robert Biggar Pawnbrokers in Glasgow and 
Duncanson & Edwards Pawnbrokers in Edinburgh. They were 
purchased from Beauly Financial Limited with the combined active 
loan books of £0.25m. 

The total jewellery sold including ex pawnbroking items through 
our ecommerce activities totalled £1.9m for the 18 month period 
and represents 9% of all jewellery items sold. Sales of £846k were 
delivered in the last 6 months to September 20 and £1,101k in the 
12 months to March 20 representing 94% growth over FY19 at £568k.

With this momentum we have recently developed and launched a 
new retail website in October 2020 to enhance the user experience 
and improve conversion rates by ensuring customers can find what 
they are looking for quickly and more efficiently than ever before. The 
development has remodelled the front end that the customer sees 
and also optimised the platform on which the website is built which 
we hope will achieve higher rankings in Google searches. 

Offering a holistic set of payment options to our customers further 
underlines the commitment to improving conversion rate and the  
re-introduction of interest free finance as an additional online 
payment method is expected to help drive additional growth. We are 
looking at additional payment options for the customer early in 2021.

Additional investment to deliver website personalisation (the 
process of creating customised experiences for visitors to the 
website using AI) is also planned and is expected to further increase 
conversion rate.

The branch estate only covers approximately 25% of the UK 
population and a fast-improving online offering will allow those people 
outside of the Ramsdens network to have access to great jewellery at 
fantastic prices.

Our online retail offering will be further improved by additional 
investments in software to enhance product images and upload times, 
increased focus on organic search engine optimisation (‘SEO’) and 
online advertising. With more products being listed on the website 
than ever before, the customer has a greater choice and our branch 
network has the opportunity to sell more products from our website, 
which acts as a catalogue for our products. 

The currency part of the Group’s website has been developed to 
improve the customer journey throughout the 18 month period. The 
improvements made are demonstrated by the 32% growth in Click 
and Collect foreign currency volumes through www.ramsdensforcash.
co.uk in the 12 months to March 2020 over the prior comparable year. 
Further developments are planned to improve the customer journey. 
While the website is mobile friendly, an app is being developed 
alongside the planned launch of a multi-currency travel card. 

18

RAMSDENS ANNUAL REPORT 2020LOOKING AHEAD
The first half of FY21 will remain challenging, with pressure 
continuing on high street footfall through regional lockdowns and 
ongoing restrictions in line with the devolved governments’ tiered 
systems. Added to this, we have the challenges of macroeconomic 
uncertainty with the scheduled end of the Brexit transition period at 
the beginning of 2021 and, as yet, no clarity with respect to future 
trading arrangements. Our foreign exchange service is dependent 
upon the return of international travel and we await a change to the 
UK Government’s stance on quarantine and airport testing prior to 
the development and roll out of a vaccine.

While headwinds remain, we have operated and will continue to 
operate in a COVID secure way by ensuring that our customers 
continue to receive excellent, socially distanced service in our stores 
nationwide and by further developing our online capabilities to better 
reflect the well-publicised consumer shift to online. Driving this 
will be a greater focus on our retail jewellery proposition and staff 
development in this area.

The Group has a strong financial footing, the benefit of diversified 
income streams and a well-invested infrastructure. This gives the 
Board confidence that Ramsdens is well-placed to not only navigate 
this ongoing transitional period better than some of its competitors, 
but also to emerge strongly from this challenging period, with 
a growth strategy proven to deliver long term benefit for all our 
stakeholders and value for our shareholders.

P E T E R K E N YO N
Chief Executive Officer

Ramsdens is well-placed to 
not only navigate this ongoing 
transitional period better 
than some of its competitors, 
but also to emerge strongly 
from this challenging period.

19

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTS 
Financial Director’s review

The Group’s administrative expenses for the 18 month period 
were £37.9m. This is after receiving the Coronavirus Job Support 
payments. For comparison purposes, the administrative expenses for 
the 12 months ended 31 March 2020 were £28.2m which was a 18% 
increase on FY19 reflecting an increase in staff costs to support the 
growth of the business and the costs associated with new stores. 

In total the Group received £3.5m of Government support during the 
final 6 months of FP20, £0.7m has been shown as other income and 
£2.8m has been shown as a reduction to administrative expenses. 

Finance costs from borrowing remain low reflecting the Group’s 
strong cash position and the efficient seasonal use of the Group’s 
revolving cash facility during peak holiday periods. 

EARNINGS PER SHARE AND DIVIDEND

The Group changed its accounting reference 
date to 30 September following consultation 
with the Group’s auditors. 

To assist comparison, the previously announced second interim 
unaudited figures for the 12 months to 31 March 2020 have been 
included below. 

£000’s

Revenue

Gross Profit

Profit Before Tax

Net Assets

Net Cash

EPS

FY19 
(12 months) 
(audited)

12M 20 
(12 months) 
(unaudited)

FP20 
(18 months) 
(audited)

£46,785

£30,522

£6,492

£30,908

£8,236

16.7p

£59,504

£37,204

£8,452

£34,961

£11,051

21.4p

£76,938

£47,149

£9,221

£35,555

£15,873

23.1p

Revenue increased to £76.9m for the full 18 month period with profit 
before tax increasing to £9.2m. As commented above the 18 month 
period covers two contrasting periods for trading conditions. The 12 
months ended 31 March 2020 represented mainly normal trading 
conditions, with COVID-19 only impacting the final weeks of the 
year. The Group previously reported strong growth for the year to 
31 March 2020 with Revenue increasing 27% and growth coming 
from across all segments. The final 6 months of FY20 were severely 
impacted by COVID-19.

In the 12 months ended 31 March 2020 profit before tax increased 
30% to £8.5m (FY19: £6.5m) representing a record 12 months for the 
Group. In the final six months, the Group utilised government support 
to offset the store closure impact and was able to report a profit 
for the period. With store closures lasting almost three months and 
significantly reduced international travel impacting foreign currency 
volumes, these results demonstrate the strength of the Group’s 
diversified business model.

M A RT I N C LY B U R N
Chief Financial Officer

20

R AMSDENS ANN UAL REP ORT 2020

The statutory basic and diluted earnings per share for FP20 the year 
is 23.1p and 22.5p respectively up from 16.7p and 16.3p in FY19.

The Board has not recommended a final dividend (FY19: 4.8 pence 
per share) in respect of the reporting period ended 30 September 
2020 owing to the impact of COVID-19 and the Group continuing to 
receive ongoing government support. The total dividend for the 18 
month period ended 30 September 2020 is therefore 2.7 pence per 
share (FY19: 7.2 pence per share). 

The Board intends to recommence its progressive dividend policy 
once new normal trading conditions return. Owing to the change in 
accounting reference date, future dividend dates are expected to be 
scheduled as September for interim payments and March for final 
payments, with the approximate proportion of one third and two 
thirds respectively, subject to the financial performance of the Group. 

CAPITAL EXPENDITURE
During the reporting period, the Group invested in the store 
estate by opening new stores and relocating existing stores. 
Capital expenditure for tangible and intangible assets was 
£2.0m which mainly reflected the opening of a further 7 
new stores and relocation of 4 stores during the period. 
Six pawnbroking loan books were acquired. Additionally we 
entered into new leases (or licences to occupy) in relation 
to four stores previously trading as The Money Shop. 

CASH FLOW 
The net cash flow from operating activities for the 18 month 
period was £15.8m which includes government support of £3.5m 
(FY19: £1.5m). Cash inflows have benefited from a reduction 
of approximately £1.8m in trade and receivables, which was 
mainly due to reduced pawnbroking lending during the final 6 
months of the period impacted by COVID-19 restrictions. As 
a result of the implementation of IFRS16, property & vehicle 
lease payments of £3.6m are now shown as a financing 
cash outflow, whereas in the prior year lease payments were 
included in operating cash flows. The total increase in cash 
in the period was £2.5m after repaying £5.2m of debt. 

The Group renewed its revolving credit facility in March 2020 
for a further 3 years to March 2023. The Group has one 
covenant of 1.5x cash cover. At 30 September 2020, this 
facility was undrawn. The cash position and headroom on 
the bank facility provide the Group with the funds required 
to continue to deliver its current stated strategy.

Net cash at the period end was £15.9m (FY19: £8.2m).

FINANCIAL POSITION
At 30 September 2020, cash and cash equivalents amounted to 
£15.9m (FY19: £13.4m) and the Group had net assets of £35.6m 
(FY19: £30.9m). 

IFRS16
The Group adopted IFRS16 ‘Leases’ from the start of the period 
applying the modified retrospective approach with no restatement 
of the prior year. On transition at the end of FY19, qualifying lease 
commitments have been brought onto the balance sheet, as both a 
‘Right of use’ asset and a corresponding lease liability. The adoption 
of IFRS 16 has resulted in a reduction in balance sheet retained 
earnings of £0.5m, primarily resulting from the Group recognising 
right-of-use assets of £9.1m offset by lease liabilities of £9.7m, with 
further adjustment for rental prepayments, rent incentive accruals 
and deferred tax. Further detail on the impact of IFRS16 is provided 
in the consolidated financial statements at Note 2.

TAXATION
The tax charge for the period was £2.1m (FY19: £1.3m) at an 
effective rate of 22% (FY19: 20.5%). The effective rate is higher 
than the standard UK rate of corporation tax of 19% (FY19: 19%) 
mainly due to the timing difference between depreciation charges 
and capital allowances and non-deductible expenses including the 
amortisation of certain customer lists. A full reconciliation of the tax 
charge is shown in note 10 of the financial statements.

SHARE BASED PAYMENTS
The share-based payment expense in the period was £398,000 
(FY19: £221,000). This charge relates to the Long Term Incentive 
Plan (LTIP), which is a discretionary share incentive scheme under 
which the Remuneration Committee can grant options to purchase 
ordinary shares at a nominal 1p per share cost to Executive Directors 
and other senior management subject to certain performance and 
vesting conditions. 

GOING CONCERN
The Group has prepared these financial statements with due 
consideration to the unprecedented impact of COVID-19 on the 
economy and society. The Board has considered the impact of 
COVID-19 on each balance sheet item and conducted a going 
concern review to ensure this basis remains appropriate. The Group 
has significant cash resources of £15.9m and access to an undrawn 
£10m revolving credit facility with an expiry date of March 2023. 

The Board has conducted an extensive review of forecast earnings 
and cash over the next twelve months, considering various scenarios 
and sensitivities given the COVID-19 situation and uncertainty 
around the future economic environment, including extreme stress 
test scenarios that are detailed in note 3 of the financial statements. 

The Board has been able to conclude the going concern basis is 
appropriate in preparing the financial statements.

M A RT I N  C LY B U R N
Chief Financial Officer

21

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSPrincipal risks  
and uncertainties

The Corporate Governance Report includes an overview of 
the Group’s approach to risk management and internal control 
systems and processes. 

Set out below are the principal risks and uncertainties that the Directors consider could 
impact the business model, the strategy, future performance, solvency and/or liquidity of the 
Group. The Board continually reviews the potential risks facing the Group and the controls 
in place to mitigate those risks as well as reduce any potential adverse impacts. 

The Board recognises that the nature and scope of risks can change and that there may 
be other risks to which the Group is exposed. This list is not intended to be exhaustive 
and excludes potential risks that the Board currently assess as not being material.

RISK AND IMPACT

MITIGATING FACTORS

IMPACT AND 
CHANGE IN RISK

Global / Regional Pandemic
As the current global pandemic, COVID-19 has 
shown, the implications of such an event are 
extreme, sudden and challenging to mitigate. The 
impacts of a global or regional pandemic include;

•  Restriction in international travel, having an adverse 
impact on our foreign currency exchange revenues

•  Customer demand reduction having an adverse 

impact on our retail values, purchase of 
precious metals and pawnbroking loans

•  Supply chain disruption and delays could 
be experienced in the supply of new 
jewellery resulting in reduced revenue

As evidenced by the Global response to COVID-19, 
a second wave and further lockdowns, the ability to 
mitigate the impact is challenging. To navigate the 
challenges and mitigate the potential adverse impacts 
on the Group, we have established the following

The Board considers this 
risk to be high and its impact 
significant. The risk manifested 
itself and has developed during 
the reporting period.

•  Business continuity plans with delegated 
decision making authorities to establish a 
rapid response to crisis situations

•  Well invested IT systems which enabled 

remote working quickly

•  Flexible leases across the store portfolio to adapt to any 
longer term shifts in customer behavior or local demand

•  The failure of key suppliers could impact 

•  Alternative supplier networks for key supplies 

The Group mitigates this risk by having diversified 
income streams, which are counter cyclical and to 
a degree leave the business recession neutral. 

The Bank of England is forecasting 
that the UK economy will not get back 
to pre COVID-19 levels until late 2022. 

Where possible the Group has flexible property lease 
arrangements being the biggest fixed cost after staff.

Jewellery made in Europe can be manufactured in 
the UK and there are approximately 40 individuals 
from the EEA who work for the Group, none 
of whom are in key management roles. 

Excluding COVID-19, the Board 
considers that there has been 
no change in the risk. 

the provision of key services

•  Employee health and well being with the impact 

that key individuals, branches or departments may 
be unable to undertake day to day operations 

Economic Risk
Almost all of the Group’s revenue is generated 
in the UK from UK customers. A deterioration in 
the UK economy may adversely affect consumer 
confidence to travel abroad or buy luxury items. 

The UK is transitioning from membership of the European 
Union. The impact post January 2021 is unknown. 

Risks could be wide ranging from a general economic 
downturn to something more specific e.g. restrictions 
on travelling to / from the UK or people not holidaying 
abroad impacting foreign currency revenues.

The ultimate outcome of any Brexit trading 
agreement may mean an increase in the cost of 
goods imported from Europe or an impact on the 
ability of EEA nationals to work for the group.

22

RAMSDENS ANNUAL REPORT 2020RISK AND IMPACT

MITIGATING FACTORS

IT Security
Non availability of the IT systems, including its 
e-commerce websites, if prolonged, could have an 
adverse impact on the Group leading to business 
interruption, lost revenue and reputational damage.

Malicious attacks, data breaches or viruses could lead 
to business interruption and reputation damage.

A malicious attack may cause a data breach 
or the IT system to fail and lead to business 
interruption and reputational damage. 

Regulatory
The risks are that the business may lose its regulatory 
approvals, breach other regulations or there are 
changes in regulation which impact the Group’s 
ability to trade, increase administration costs, result 
in financial penalties and reputational damage.

The Group must be FCA authorised to offer its 
pawnbroking and credit broking services and is a 
registered Money Service Business (MSB) with HMRC 
for foreign currency exchange and cheque cashing.

Reputation
A risk of adverse publicity, or customer comment 
through social media could have an adverse 
material impact on the Group’s brand, reputation 
and customers using the stores and websites.

The Group’s financial performance is influenced by 
the image, reputation, perception and recognition of 
the Ramsdens brand. Many factors such as the image 
of its stores, its communication activities including 
marketing, public relations, sponsorship, commercial 
partnerships and its general corporate and market profile 
all contribute to maintain the reputation of a trusted 
brand. The Group is also well aware that customer 
recommendations are critical to growing the business 
and that poor service will not enhance that objective.

IMPACT AND 
CHANGE IN RISK

The Board considers that there 
has been no change in the risk.

The Board considers that there 
has been no change in the risk. 

The Group’s internal IT team assesses daily any vulnerability 
to potential cyber threats and uses a suite of tools such 
as anti – virus, air – gapping, network management 
and email filtering to protect the system’s integrity. 

The Group undertakes annual penetration 
testing and RedTeaming testing to test the 
infrastructure and data security. 

The Group has a comprehensive business continuity 
plan to minimise the impact to the business should the 
IT systems fail. This is regularly reviewed and tested. 

The Group also has cyber insurance cover, which the 
Board believes is appropriate for its risk profile.

The Group was able to facilitate home working 
in a secure way in response to COVID-19.

The Group has extensive training in cyber security for all 
staff including an annual mandatory refresher course.

The IT Director reports to the Executive Compliance 
& Risk Committee on a monthly basis.

The Group has an experienced Board. 

The Directors receive expert legal and compliance 
advice from advisers and through various 
memberships of trade associations the Board are 
always made aware of regulatory changes.

The Group has dedicated internal audit and compliance & 
risk teams that have overview and control of our developed 
IT systems, operational controls, comprehensive training 
and a rigorous compliance monitoring programme 
in order to maintain adherence to legislation.

The Group has followed the government’s COVID-
secure guidance and the FCA’s guidance on assisting 
customers through difficulties caused by COVID-19.

The Group invests heavily in its staff development including 
a face to face induction course which lasts one week. 

The Board considers that there 
has been no change in the risk. 

Offering a great customer service is part of the 
mission statement for the Group and as such, 
customer service levels are measured through 
customer surveys and internal audits. 

Complaints are reviewed with a root cause 
analysis approach so that processes and 
policies are changed if required.

Staff incentive schemes are approved by Head of 
Compliance and Risk to ensure that all bonuses 
are aligned with long-term principles and do 
not promote poor short-term behaviour. 

The Group has mandatory annual courses, which all 
staff have to pass. These include anti money laundering 
and financial crime, treating the customer fairly, policies 
and procedures dealing with vulnerable customers 

The Group retains a PR consultancy to provide 
ongoing support and media engagement.

23

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSPRINCIPAL RISKS AND U NCERTAINTIES – CONTIN U ED

RISK AND IMPACT

MITIGATING FACTORS

Exchange Rate Risk
Whilst the Group trades almost exclusively in the 
UK, the foreign exchange cash held in store is 
exposed to the risks of currency fluctuations. The 
value exposed is mainly in Euro and US dollars.

There is the daily risk of buying today, receiving the 
currency the next day, and subsequently selling it and 
being susceptible to movements in the exchange rate.

There is a period end risk for the FX stock 
which remains in the branch tills.

Gold Price
The Group’s assets and profit are sensitive to movements 
in the gold price and the prices of other precious metals.

A fall in the price of gold and silver and other 
precious metals may reduce the value of the 
Group’s assets and adversely affect liquidity. 

A significant and sustained decline in the price of gold 
would adversely affect the value of jewellery pledged 
as collateral by pawnbroking customers and the stock 
held by the Group. This may also affect volume of 
jewellery sales and default rates on pawnbroking loans. 

The Group uses a mix of monthly and weekly derivative 
financial instruments to hedge against adverse exchange rate 
movements in its two key currencies, Euros and US dollars. 

The policy has been developed over time in 
conjunction with our hedging suppliers and 
reviewed by Manchester Business School.

IMPACT AND 
CHANGE IN RISK

Sterling has been less volatile 
in recent months but it has 
been at a depressed value 
in relation to € and US$.

The Board considers the risk 
is unchanged as there remains 
uncertainty around Brexit and 
the impact of COVID-19.

The Group closely monitors the gold price.

Due to the systems, controls and staff training, 
the Group has the flexibility to amend its buying 
parameters at short notice to maintain margins 
in the purchase of its precious metals.

With respect to pawnbroking the same systems, 
controls and staff training allows the lending values to be 
amended to reflect changes in the gold price. The best 
disposal route for unredeemed pledges remains retailing 
through the Group’s stores or online rather than the 
intrinsic value of the precious metal held as security.

The Board sensitises the gold price in its 
budget assumptions and keeps the possibility 
of hedging the gold price under review.

Sterling has been less volatile in 
recent months but it has been at a 
depressed value in relation to US$. 

The COVID-19 pandemic and general 
concerns over global macro factors 
including the US and China trade wars 
have resulted in a high gold price.

The Board considers the risk 
is unchanged as there remains 
uncertainty around Brexit and 
the impact of COVID-19 but 
would expect the gold price to 
fall over the medium term.

Liquidity and forecasting risk
The result of a risk to liquidity would be that the Group 
runs out of cash and would be unable to pay its creditors 
as they become due. This could be as a result of non 
performance reducing profitability and cash generation, 
expanding too quickly, or poor budgetary planning. 

There is the risk that a bank or merchant card supplier 
becomes insolvent and we would no longer have 
access to the credit funds or our card takings. 

The Group has a strong balance sheet with a healthy 
cash position. The Group has entered into a £10m, 3 
year revolving credit finance facility, from March 2020, 
provided by Clydesdale Bank trading as Yorkshire Bank. 

The Group currently has credit bank balances held 
with Barclays Bank and Clydesdale Bank trading 
as Yorkshire Bank. The Group currently uses 
Barclaycard to process its merchant transactions. 

A reduction in cash for investment will have a 
significant impact on the Group’s ability to deliver its 
strategy of opening new stores and expanding.

The Group uses a bespoke financial modelling 
tool to help predict future cash flows to ensure 
it has sufficient cash resources at all times. 

The Board considers that there 
has been no change in the risk. 

Credit Risk Assessment
There is a risk that the pawned articles are overvalued 
increasing credit risk. The Group is wholly reliant 
on the article pledged should a customer default. 
A fall in the gold price also impacts the value 
of the intrinsic value of the security held.

The Board considers that there 
has been no change in the risk. 

The Group has invested in training programs and IT systems 
to help the customer facing store staff to accurately 
value customer assets. The store staff are supported by 
experienced and skilled Area Managers and product experts.

Should loans not be repaid the Group can rely on 
the intrinsic value of the stones and metal pledged 
but can maximise returns by focusing on, and 
improving, its jewellery retail operations.

It should be noted the risk is spread over approximately 
17,000 customers and the average pawnbroking 
loan is £248 as at 30 September 20.

24

RAMSDENS ANNUAL REPORT 2020IMPACT AND 
CHANGE IN RISK

The Board considers that there 
has been no change in the risk. 

RISK AND IMPACT

MITIGATING FACTORS

Financial crime
The Group is at risk of staff acting independently or 
in collusion to defraud the Group. This could be the 
theft of cash, jewellery or other assets or data.

The Group is at risk from various forms of criminal activity 
including theft, money laundering, cyber crime or fraud.

This could expose the Group to financial losses 
as a result of the loss of assets, reimbursement to 
customers or other business partners, or to fines 
or other regulatory sanctions, which could also 
significantly damage the Group’s reputation. 

The Group mitigates risk by having policies and 
processes to identify and stop attempts to involve 
the business with financial crime activity.

The Group has a robust compliance monitoring 
programme which involves every branch being 
randomly audited and a centralised team reviewing and 
investigating any abnormal patterns with transactions. 

Processes, systems and controls are continually evolving 
and being developed within the Group’s bespoke IT system. 

The Group has high levels of physical security and 
sophisticated alarm systems for its stores and head office.

The Group encrypts all customer data and 
retains it behind two firewalls.

The Group maintains business insurance including 
cyber insurance cover for material losses.

The Strategic Report, as set out on pages 4 to 25, has been approved by the Board.

By order of the Board

P E T E R K E N YO N
Chief Executive Officer

18 December 2020

25

RAMSDENS ANNUAL REPORT 2020STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTS 
Corporate 
Governance

Board of Directors 

Corporate governance 

Audit and Risk Committee report 

Nomination Committee report 

Remuneration Committee report 

Directors’ report 

28

30

37

39

40

43

26

RAMSDENS ANNUAL REPORT 2020 
Treat yourself or a 
loved one to new or 
pre-owned jewellery 

R AMSDENS ANN UAL REP ORT 2020

27

Board of Directors

Executive directors

PETER EDWARD KENYON (55) 
CHIEF EXECUTIVE OFFICER

MARTIN ANTHONY CLYBURN (39)
CHIEF FINANCE OFFICER

Peter joined Ramsdens in November 2001 as Operations Director 
and was appointed Chief Executive Officer in January 2008. Peter led 
the MBO in 2014 and has been responsible for over 30 acquisitions 
for the Group. He is responsible for overseeing all operations of 
the business and for deciding the Group’s strategy. Prior to joining 
Ramsdens, Peter’s early career was with Yorkshire Bank for 17 years. 
He is a Council Member the National Pawnbrokers Association 
and became a director of the Company at the time of the MBO in 
September 2014. 

External appointments
Peter is a director of The National Pawnbrokers Association.

Martin joined Ramsdens in 2009 and is a Chartered Accountant 
having previously qualified with respected North East firm, Keith 
Robinson & Co. Martin joined the board of the Company as Chief 
Financial Officer in August 2016. Martin is responsible for the 
Finance, IT and Compliance & Risk functions within the Group. 
Martin lectured part time at the University of Teesside from 2006 – 
2012. Martin holds a degree in MORSE from Warwick University.

External appointments 
None

28

RAMSDENS ANNUAL REPORT 2020Non-Executive directors

ANDREW DAVID MEEHAN (65)
NON-EXECUTIVE CHAIRMAN

SIMON EDWARD HERRICK (57)
NON-EXECUTIVE DIRECTOR 

STEPHEN JOHN SMITH (63)
NON-EXECUTIVE DIRECTOR 

Simon joined the board of the Company 
on 1 January 2017. Simon has significant 
experience in senior executive roles 
including positions as CFO of Debenhams 
plc, Northern Foods plc, Kesa Electricals 
plc and PA Consulting Limited and CEO 
of Northern Foods plc. Since leaving 
Debenhams, Simon has undertaken 
consultancy work in a number of sectors, 
most recently as Interim CEO of Blancco 
Technology Group plc. Simon is a Fellow 
of the Institute of Chartered Accountant in 
England and Wales and holds an MBA from 
Durham University.

External appointments
Simon is a director of FireAngel Safety 
Technology Group plc, Herrick Inc Ltd 
and Sports Punk Ltd.

Steve joined the board of the Company on 
1 January 2017. Stephen retired as CEO of 
Northgate plc in 2010 after a career with 
Northgate spanning over 20 years. Since 
leaving Northgate, Steve has served as a 
Non-Executive director on the boards of 
various family and private equity backed 
businesses, including four positions as 
Chairman. Steve is a Chartered Accountant 
and holds a degree in Economics from the 
London School of Economics. 

External appointments 
Steve is a Director and Chairman 
of Procomm Site Services Ltd and 
John Nixon Limited.

Andy is a highly experienced retail executive 
with over 30 years’ experience including 
CEO and CFO in roles at the Co-Operative 
Retail Services, Storehouse plc and Sears 
plc. Since 2006, he has held a number of 
chairmanships and Non-Executive positions 
in several retail and consumer product 
businesses including Fortnum and Mason, 
GHD Group and American Golf. Andy is a 
Chartered Accountant and holds a degree 
in Politics and Economics from Oxford 
University and has been Chairman of the 
Company since September 2014. 

External appointments
Andy is chairman of NEF Holdings Ltd, 
Polyco Healthline Group Ltd, Dr Morton’s 
Ltd, University Hospitals Coventry and 
Warwickshire NHS Trust Charity, Shaw 
Education Trust, and Coventry Cathedral 
Council. He is Pro-chancellor and Governor 
at Coventry University and a director 
of Lanthorne Ltd, Coventry University 
Enterprises Limited, The FutureLets Limited, 
PeoplesFuture Limited, CU Services Limited 
and Cheviot Court (Luxborough Street) Ltd.

29

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Corporate governance

Chairman’s introduction

The Directors recognise the importance of 
sound corporate governance. The Company is 
a member of the Quoted Companies Alliance 
(QCA) and has adopted and complied with its 
Corporate Governance Code. 

This statement describes how the company 
applies the ten principles of good corporate 
governance in the best interests of all 
stakeholders in the business.

A N D R E W  M E E H A N
Non-Executive Chairman

30

R AMSDENS ANN UAL REP ORT 2020

Employees
The success the Group has had to date, is down to its people. 
Implementing a continuous improvement ethos can only be achieved 
because of the hard work, dedication and enthusiasm of the people 
within the business. In return we are committed to create a working 
environment in which the employee can grow and develop, be well 
rewarded and well respected for what they contribute. 

During the COVID-19 lockdown period we have focused 
on supporting our staff both emotionally and financially. 
A communication network was created in March 2020 to check 
on the wellbeing of each of the almost 700 individual employees 
who were furloughed. Through social media messenger channel 
group’s and weekly emails all staff were kept up to date with the 
Group’s response to the pandemic. To help support financially the 
Group topped up the pay of all furloughed employees to 100% from 
March through to July inclusive. By August the majority of the staff 
had returned to work. 

We have been working hard to build on the progress made by 
recruiting, retaining and developing the best people. Great progress 
had been made in reducing staff turnover from April 2019 to March 
2020 prior to the pandemic. Following this period there has been 
minimal turnover as a result of furlough and the unusual situation 
created by COVID-19. 

The Group has comprehensive training programmes. These 
start with a week long, classroom-based induction into the 
business, and supplemented by instore mentoring, e-learning 
courses and area face to face training sessions. Every staff 
member has one to one development discussions with their Line 
Manager and training courses are provided as required. Certain 
training courses are mandatory and must be completed on an 
annual basis e.g. health and safety, data protection, cyber risks 

Marina Dunn 20 years’ service.

PRINCIPLE 1 
Establish a strategy and business model which promote long 
term value for shareholders
Please see the Strategic Report from pages 4 to 25.

The Board is responsible for the strategic direction of the Group and 
the implementation of that strategy rests with the Chief Executive 
Officer and his senior management team.

The long term strategy of the business has not changed since it listed 
on AIM. The Group will continue to; 

•  improve the performance of our existing store estate,

•  expand the branch footprint in the UK,

•  develop our online proposition,

•  appraise market opportunities presented by operating in a 

challenging market, and

•  develop our people.

PRINCIPLE 2 
Seek to understand and meet shareholder needs 
and expectations
The Executive Directors are keen to engage with shareholders 
and they intend to maintain communication with institutional 
shareholders through individual meetings, particularly following 
publication of the Group’s interim and full year preliminary results. 

Private shareholders have been encouraged to attend the AGM at 
which the Group’s activities are considered and questions answered. 
In advance of the AGM in July 20, which was held behind closed 
doors due to COVID-19, all shareholders when issued with their 
notice of meeting were invited to email questions to the Board. 
At any other time an investor can email IR@ramsdensplc.com 
directly. Videos have been produced to explain the interim and 
period end results as well as to give a background and insight into 
the Group. These are available to watch on the Company’s website 
www.ramsdensplc.com. 

The Non-Executive Directors are available to discuss any matters 
shareholders might wish to raise, and the Chairman and Non-
Executive Directors will, and have, attended meetings with 
institutional investors during the year.

PRINCIPLE 3 
Take into account wider stakeholder and social 
responsibilities and their implications for long term success
The Group has always prided itself on acting responsibly in every 
aspect of the business. We operate with three core values, of being 
trusted, open and passionate about our business. We believe that 
engaging with our stakeholders, be that, employees, customers, 
shareholders, regulators, suppliers, franchisees or the wider local 
communities we operate in, and living our values, are the best ways 
to develop long term relationships for mutual benefit. 

31

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020 
 
CORP OR ATE GOV ERNANCE – CONTIN U ED

Andrea Bramley 20 years’ service.

Margaret Bazeley 20 years’ service.

and anti-money laundering, while other courses focus on the 
development of an individual’s skills. We have continued to 
invest in jewellery and watch knowledge and selling skills, 
which have helped drive the great jewellery retail results.

The Group is an equal opportunities employer and we believe 
in appointing the best person based purely on merit to any role 
within the business. The Group is committed to ensure that people 
undertaking the same or similar work are paid equally and have an 
equal opportunity to progress. The Business encourages flexible 
working arrangements for people to continue to develop their 
careers whilst choosing how to maintain their balance between 
work and home life. 

At Ramsdens we believe that being a diverse organisation allows us 
to grow and become the business we aspire to be. The executive 
committee of the trading company has been extended from six 
to eight members. The team consider the monthly reports of all 
department heads, signing off project initiatives in line with the 
Group’s strategy. The executive committee consists of 6 male and 
2 female members, with different specialist skills, aged from 31 to 
55. The committee continues to have great constructive and diverse 
input to how we move forward. 

Including the executive committee members, the top 45 people 
influencers in the business meet annually and have continued their 
collective development within the Group’s Senior Management 
Leadership programme. It has been interrupted by COVID-19, but is 
in a great place to recommence in 2021. A new training course in 
mental wellbeing is currently been rolled out to this leadership team.

Where possible, the Group wishes to promote from within. The three 
Regional Managers, four of the eleven Area Managers and five of 
the six Internal Auditors and over 55% of the Branch managers were 
promoted from within the business. 

Staff engagement is important to the Board. The Group operates a 
staff suggestion scheme and a department feedback scheme. Both 
are well supported as our people contribute to how we can continue 
to evolve and improve our products or processes. A centrally issued 
weekly newsletter keeps all staff informed on Group matters.

One of the developments held up by the pandemic is the first face 
to face meeting of the Employee Forum which was formed in 2020. 
The Employee Forum has a remit of discussing general matters that 
affect the business as well as how the Group can improve with the 
use of technology or its contribution to the environment.

The Group recognises and values long service. Each staff member 
receives an additional day of holiday entitlement for their first 
five years’ service and upon reaching their 5th anniversary they 
receive company wide recognition and a monetary award. Further 
recognition happens at 10 and 20 years’ service, with additional 
holidays and financial rewards at those milestones. We were pleased 
to recognise three 20 year service awards in this reporting period. 

The Group has a philosophy of wanting to share the financial success 
of the business with staff. All staff received a minimum of inflationary 
pay rise in 2020 and in addition to their basic remuneration of pay 
and pension, each member of staff in head office or branch has 
the ability to earn a performance related bonus. The Group has 
introduced health insurance for its senior management team plus 
extended company sick pay benefits. All staff benefited from their 
birthday being an additional day’s holiday.

As part of the Board’s desire to reward key senior employees over 
the long term, the Group extended participation in the long-term 
incentive plan to 17 staff members in 2019. 

32

RAMSDENS ANNUAL REPORT 2020Customers
The Group prides itself on its high repeat customer rates and the 
low number of complaints it receives and is committed to offering 
the highest standards of customer service. We appreciate at times 
things go wrong and the Ramsdens philosophy is to use a root cause 
analysis approach to put things right as quickly as possible and learn 
from any mistakes.

The Group recognises that it has a need to be a responsible lender, 
be aware that customer’s circumstances change and be proactive in 
assisting the needs of all customers. It has policies and procedures 
to help customers, including proactive forbearance programmes, and 
recognise signs of vulnerability including any customers who may be 
suffering from modern slavery. 

The Group uses Trustpilot for customer feedback on its retail 
jewellery and foreign currency offerings. Both services currently 
enjoy excellent ratings.

Suppliers & Franchisees
The Group has a limited number of key trade suppliers. Strong 
relationships have been built up over many years where the supplier 
and Ramsdens work together to improve the trade for both parties. 
Ramsdens reports on its supplier payment practices and believes 
in paying all suppliers as and when payments are due. The Group 
has sought assurance from its suppliers that they have no modern 
slavery practices within their supply chains. The Group’s statement 
on its compliance with the Modern Slavery Act is available on its 
Website, www.ramsdensplc.com.

During the period, two of its main suppliers had difficulties. Travelex, 
had both cyber and group financial difficulties but maintained all 
services for Ramsdens. Wirecard Card Services UK Limited’s global 
difficulties led to a short interruption to the Group’s currency card 
but with minimal customer impact. The card program is now with 
Railsbank as issuer.

The Group has three franchisees operating four franchised stores. 
All franchised businesses are well established and audited quarterly 
to ensure they meet the standards required by Ramsdens. 

Regulators
The Group engages proactively with, and believes it has, open and 
good relationships with its Regulators.

Some of the charities supported are listed below

Trustpilot reviews

Communities & the Environment
The Group is committed to engaging with its local communities and 
has assisted in a variety of fundraising initiative’s raising money for 
both national and local charities. 

This was primarily done through donations of jewellery for raffle 
prizes or auction lots, foreign coin collections and a matched funding 
scheme for staff taking part in local charitable events.

In addition to fundraising, the Group has been using its IT expertise 
to assist a local hospice improve its IT systems and reporting. This 
project is ongoing with delays caused by the pandemic.

This financial year the company has raised or helped charities 
directly raise over £14,000. 

We also understand that, as a company, we can help make a 
difference to the environment. 

33

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020CORP OR ATE GOV ERNANCE – CONTIN U ED

The Group is constantly striving to reduce its carbon footprint by 
using materials from sustainable sources where possible, through 
means of recycling as much as we can and planning how what 
we use can be recycled or reused. The Group supplies its foreign 
currency exchange customers their notes in a clear plastic bag which 
is the exact size to meet the airline requirements for carrying liquids 
on board in hand luggage.

How we can improve our environmental footprint is a big challenge 
the Employee Forum has been tasked with.

Greenhouse gas emissions
This report has been prepared in accordance with our regulatory 
obligation to report greenhouse gas (GHG) emissions pursuant to 
the Companies (Directors’ Report) and Limited Liability Partnerships 
(Energy and Carbon Report) regulations 2018, which implement the 
Government’s policy on Streamlined Energy and Carbon Reporting.

All the Group’s Emissions fall under Scope 2, indirect emissions 
from the generation of purchased energy. The Group’s methodology 
involves the initial collection of energy use data in respect of Electricity 
and Gas from suppliers, business mileage data for transport and the 
subsequent use of UK Government Conversion Factors to calculate 
emissions. The emission data set out below is for the period ended 
30 September 2020. 

Tonnnes of CO2

Scope2 Emissions 

Per Employee 

Energy Consumption (MWh)

Period ended 30 September 2020

507

0.68

1,808

The Group’s initiatives to mitigate greenhouse gas emissions include:

•  An ongoing replacement of light bulbs in all our properties to 

energy efficient LED’s

•  The reduction in business travel through the use of tele and video 

conferencing and car sharing. 

It should be noted that the closure of stores due to the pandemic, 
employees working from home and a general reduction in business 
operations has resulted in a material reduction in our greenhouse gas 
emissions in the last 18 months.

PRINCIPLE 4 
Embed effective risk management, considering both 
opportunities and threats throughout the organisation
The Board recognises that effective risk management is essential 
and continually invests in its Compliance and Risk department 
and activities. The Audit & Risk Committee has detailed terms 
of reference which are available on the Company’s website,  
www.ramsdensplc.com. 

The risk assessments together with the systems and controls are 
well established within the Business. These and the operational 
contingency plans are continually monitored as being fit for purpose 
as new threats emerge, as new opportunities are explored and as the 
business develops. 

There is an Operational Compliance and Risk Committee, chaired by 
the Head of Compliance and Risk, which meets at least monthly and 
reports to the Audit & Risk Committee on a six monthly basis. The 
chair of the Audit and Risk Committee and Head of Compliance and 
Risk have open dialogue whenever they feel it is necessary outside of 
the two formal reports. 

The Head of Compliance and Risk reviews and develops the Group’s 
comprehensive compliance monitoring programme to provide 
evidence that the business has the required systems and control 
to manage risk. He is assisted by a centralised team of three 
Compliance and Risk officers and a team of six field internal auditors. 
All branches and head office departments, have been audited at 
least twice and once respectively, in the reporting period. The audit 
and compliance monitoring programmes are reviewed and developed 
on an ongoing basis as risks change and include asset checks and 
adherence to policy and procedures.

PRINCIPLE 5 
Maintain the board as a well-functioning, balanced team led 
by the chair.
The Board comprises of five directors, three Non-Executive directors, 
who are all considered independent and two Executive directors. The 
Board has a mix of skills, experience and backgrounds. 

Each Director individually reviews the effectiveness of the Board as 
a whole and the contribution made by each Director. This is then 
reviewed by the Nominations Committee who meet at least annually.

PRINCIPLE 6 
Ensure that between them the Directors have the necessary 
up-to-date experience, skills and capabilities
The Directors of the Group and their biographies are set out on 
pages 28 and 29.

The experience and knowledge of each of the Directors gives 
them the ability to constructively challenge strategy and 
scrutinise performance.

Each of the Non Executive Directors has spent time in stores and 
head office speaking with employees for an informal view of the 
business from the ground up. 

The two Executive directors both work full time and are participating 
in the Senior Leadership Development Programme facilitated 
by external consultants. They receive support from a dedicated 

34

RAMSDENS ANNUAL REPORT 2020 
 
 
management team and professional advisers. The Directors receive 
specialist advice from regulatory advisers and lawyers. During 
the last year this advice has included anti money laundering, FCA 
regulations, GDPR, and Cyber Security. This has been achieved by 
attendance on courses or through retained advisory relationships.

The CEO and Company Secretary are satisfied that the Non-
Executive directors have devoted sufficient time to the role as 
required to make a good contribution to the Group. 

The Company Secretary ensures that all Directors are kept abreast 
of changes in relevant legislation and regulations, with the assistance 
of the Group’s advisers where appropriate. Executive Directors are 
subject to the Groups performance review process through which 
their performance against objectives is reviewed and their personal 
and professional development needs considered.

There are no plans to change the Board composition at this time and 
believes that it has the appropriate experience, skills and capability 
for a FCA regulated business of its size. 

PRINCIPLE 7 
Evaluate board performance based on clear and relevant 
objectives, seeking continuous improvement
The Board is responsible for reviewing, formulating and approving 
the Group’s strategy, budgets and corporate actions and oversee the 
Group’s progress towards its goals. This is formally documented in a 
schedule of matters reserved for board approval and include;

•  Strategy and Business Plans, including annual budget, new stores 

and acquisitions

•  Structure and Capital including dividends

•  Financial reporting and controls

•  Internal controls on risk management and policies

•  Significant contracts and expenditure

•  Communication with shareholders

•  Remuneration and employment benefits

•  Changes to the board composition

Each member of the Board undertakes annually a structured 
questionnaire style review of the effectiveness of the Board, as 
a collective and the contribution by each Director. The Chairman 
then leads specific discussion on the effectiveness of the Board, 
each member’s contribution and how the Board can develop its 
effectiveness. No major changes to the function and focus of the Board 
arose from this year’s evaluation, however, the findings will be used 
as the basis of future discussions by the Board, and the Nomination 
Committee, when considering short and long term succession 
planning. The Chairman will continue to meet regularly with the Non-
Executive Directors without the Executive Directors being present.

There are no plans to change the Board composition at this time and 
the Board believes that it has the appropriate governance framework 
and internal controls for a FCA regulated business of its size.

PRINCIPLE 8 
Promote a corporate culture that is based on ethical values 
and behaviours
The Group’s future success over the long term is dependent 
upon it living up to its high ethical values and demonstrating 
exemplary behaviours. 

The business operates with 3 core values of being trusted, open 
and passionate and challenges its senior management team of key 
influencers to consider the values in the decisions they make and 
actions they take.

The Board and the senior management team work to ensure that 
the mission statement, in which the customer is at the heart of 
everything the Group tries to do, is delivered.  

As a FCA authorised business, the Group must adhere to the 
Senior Managers and Certification regime. This sets out nine key 
responsibilities and four conduct rules for senior managers and five 
conduct rules for all staff.  The Board is satisfied that the culture of the 
business is to undertake all activities in line with the conduct rules.

Living the values, obeying the FCA conduct rules and delivering the 
mission statement is integral to the consistent communications of 
what is expected, delivered through a weekly newsletter and face to 
face by Regional Managers, Area Managers, Internal Auditors and 
Department Heads.  

The Directors and NEDs have visited stores to gain direct feedback.

Complaint and compliment statistics are used to monitor customer 
service levels.

All feedback received from staff and customers is used to test the 
policies and procedures to ensure they remain fit for purpose and 
that the business continues to evolve.    

PRINCIPLE 9 
Maintain governance structures and processes that are fit for 
purpose and support good decision – making by the Board.
The Board, comprising two Executive directors and three Non-
Executive directors. Whilst the Board aims to meet at least 10 
times per year, the unprecedented impact of COVID-19 led to more 
frequent board meetings in the spring of 2020. 

The following table shows directors attendance at scheduled board 
and committee meetings during the reporting period.

Andy Meehan

Simon Herrick

Steve Smith

Peter Kenyon

Martin Clyburn

Board

25/25

25/25

25/25

25/25

25/25

Audit

Remuneration

Nomination

4/4

4/4

4/4

–

–

5/5

5/5

5/5

–

–

1/1

1/1

1/1

–

–

35

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020 
CORP OR ATE GOV ERNANCE – CONTIN U ED

The Chairman, aided by the Company Secretary, is responsible for 
ensuring the Directors receive accurate and timely information. The 
Company Secretary compiles the Board and Committee papers, 
which are circulated to the Directors prior to the meetings. 

The board papers have the following standing items; the matters 
discussed include;

•  Update on all governance legal, health & safety and risk matters

•  Financial performance review including cash flow management

•  Operating performance against KPIs, 

•  Progress on all strategic aims of the business including new 

stores and acquisitions

•  Proposals on any areas of major expenditure

The Board receives reports from the Executive directors to 
enable it to be informed of and supervise the matters within 
its remit. At varying Board meetings, Department Heads are 
invited to present on key areas of the Group’s operations. 
The Board considers at least annually the Group’s strategic 
plan. Several senior managers from the wider executive 
management team present and participate in the discussion. 

The Company Secretary also ensures that any feedback or 
suggestions for improvement on Board papers is fed back to 
management. The Company Secretary provides minutes of each 
meeting and every Director is aware of the right to have any 
concerns minuted.

In addition to the board meetings there is regular communication 
between the Executive and Non-Executive Directors including where 
appropriate updates on matters requiring attention prior to the next 
board meeting. 

The Board has delegated specific responsibilities to the Audit and 
Risk, Remuneration and Nomination Committees. Each Committee 
has terms of reference setting out its duties, authority and reporting 
responsibilities. The terms of reference of each Committee are 
kept under review to ensure they remain appropriate and reflect 
any changes in legislation, regulation or best practice. The terms 
of reference are available on the Company’s website, www.
ramsdensplc.com. Each committee comprises the Non-Executive 
directors. The reports by the Committees follow starting on page 37.

At each meeting, the Board considers Directors’ conflicts of interest. 
The Company’s Articles of Association (Articles) provide for the 
Board to authorise any actual or potential conflicts of interest.

The Company has purchased Directors’ and Officers’ liability 
insurance as allowed by the Company’s Articles 

All of the Directors offer themselves for re-election at each AGM.

The Board has ultimate responsibility for the Group’s system of 
internal control and for reviewing its effectiveness. However, 

any such system of internal control can provide only reasonable, 
but not absolute, assurance against material misstatement or 
loss. The board considers that the internal controls in place are 
appropriate for the size, complexity and risk profile of the Group. The 
principal elements of the Group’s internal control system include:

•  Day to day management of the activities of the Group by the 

Executive Directors;

•  An organisation structure with defined levels of responsibility 
including a comprehensive compliance and risk function. 
The Head of Compliance and Risk maintains a risk register, 
compliance monitoring program and reports to the Executive 
Directors at least monthly; 

•  A detailed annual budget is prepared including income statement, 
statement of financial position and statement of cash flows. The 
budget is approved by the Board;

•  Detailed monthly reporting of performance against budget; and

•  Central control over key areas of capital expenditure, commercial 

contracts, litigation and treasury.

The Group continues to review its system of internal control to 
ensure compliance with best practice, whilst also having regard to 
its size and resources available. The Board is pleased with how the 
senior management team managed the impact of the pandemic 
from closing the stores, managing the Group through the lockdown, 
including short term liquidity, contingency planning and how it re-
opened the stores taking into account all stakeholders and how this 
was controlled and communicated.

PRINCIPLE 10 
Communicate how the company is governed and is performing 
by maintaining a dialogue with shareholders and other 
relevant stakeholders
The Group has and intends to maintain communication with 
institutional shareholders through individual meetings with Executive 
Directors, particularly following publication of the Group’s interim 
and full year preliminary results. 

Private shareholders are encouraged to attend the AGM at which the 
Group’s activities are considered and questions answered. General 
information about the Group is available on the Group’s website; 
www.ramsdensplc.com. 

The Non-Executive Directors are available to discuss any matters 
stakeholders might wish to raise, and the Chairman and Non-
Executive Directors have attended meetings or had calls with 
investors and analysts as required. Investor relations activity and a 
review of the share register are standing items on the board agenda.

The Company’s AGM will take place on 10 February 2021. The 
Annual Report and Accounts and Notice of the AGM will be sent to 
shareholders at least 20 working days prior to this date.

36

RAMSDENS ANNUAL REPORT 2020 
Audit and Risk 
Committee report
On behalf of the Board, I am pleased to 
present the Audit and Risk Committee report 
for the period to 30 September 2020.

The Audit and Risk Committee is responsible for ensuring that 
the financial performance of the Group is properly reported 
and reviewed. Its role includes monitoring the integrity of the 
financial statements (interim and annual accounts and results 
announcements), reviewing any changes to accounting policies, 
reviewing and monitoring the extent of the non-audit services 
undertaken by external auditors, advising on the appointment of 
external auditors and reviewing the effectiveness of the Group’s 
internal controls and risk management systems. 

ROLE OF THE EXTERNAL AUDITOR
The Audit and Risk Committee monitors the relationship with 
the external auditor, Ernst & Young LLP, to ensure that auditor 
independence and objectivity are maintained. As part of its review 
the Committee monitors the provision of non-audit services by the 
external auditor and assesses the auditor’s performance. Having 
reviewed the auditor’s independence and performance the Audit 
and Risk Committee recommends that Ernst & Young LLP be re-
appointed as the Company’s auditor at the next AGM.

MEMBERS OF THE AUDIT AND RISK COMMITTEE
The Committee consists of myself as Chair and my two fellow 
Non-Executive Directors, Stephen Smith and Andrew Meehan. The 
Committee has met four times in the period. The Board is satisfied 
that I, as Chair of the Committee have recent and relevant financial 
experience. I am a chartered accountant and recently served as 
Chief Financial Officer at Blancco Technology Group PLC. I have 
previously served as Chief Financial Officer at Debenhams plc and 
Northern Foods PLC. I report to the Board on all issues discussed by 
the Committee and present the Committee’s recommendations. The 
Committee also meets the external auditors without any Executive 
directors or senior management present.

DUTIES OF THE COMMITTEE
The main duties of the Audit and Risk Committee are set out in its 
terms of reference, which are available on www.ramsdensplc.com. 
The Committee will meet a minimum twice per year.

The main items of business considered by the Committee to date 
have been:

•  Review of the financial statements and Annual Report;

•  Consideration of the external audit report and management 

representation letter;

•  Review of the suitability of the external auditor;

•  Going concern review; and

•  Review of the risk management and internal control systems 
including the internal compliance and risk function and 
compliance monitoring programme.

As part of the continuous review of risks, the principal risks and 
uncertainties were updated with the risks presented by the COVID-19 
pandemic. The Audit and Risk Committee were reassured by the 
Group’s business continuity planning in how the Group adapted to 
greater home working in a cyber secure way and to operate in a 
covid secure way.

AUDIT PROCESS
The auditor prepares an audit plan for the review of the year’s 
financial statements. The audit plan sets out the scope of the audit, 
significant and other risks associated with the audit (including Key 
Audit Matters) and audit timetable. The plan is reviewed and agreed 
in advance by the Audit and Risk Committee. Following the audit, 
the auditor presented its findings to the Audit and Risk Committee 
for discussion. The Audit Committee also has discussions with the 
Auditor, without the management being present, on the adequacy of 
controls and on any judgemental areas. The Auditor’s report can be 
found on pages 48 to 53.

Three issues have been raised as Key Audit Matters by the Auditor. 

1 
The risk of incorrect revenue recognition as a result of 
fraudulent transactions at a branch level.
The Group’s has developed a bespoke IT system, which includes 
significant controls to prevent transactions outside of certain policies 
and requires authorisation to complete transactions outside certain 
thresholds. The system also produces exception reporting which 
is used by the Compliance and Risk team to monitor trends and 
unusual transactions.

The Committee has considered the reports from the Head of 
Compliance and Risk and the individual branch internal audit reports. 

The Committee is satisfied with the internal controls, which include 
the branches being audited regularly, and the verification of the 
existence of the assets. The Committee is further satisfied that the 
audit of the IT system and cash book would identify any anomalies. 

The Committee is satisfied that there is not a material misstatement 
of revenue as a result of fraudulent transactions at a branch level.

37

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020CORP OR ATE GOV ERNANCE – CONTIN U ED

2 
The risk of incorrect recognition of revenue and the 
associated revenue accrual in respect to pawnbroking
Interest receivable on pawnbroking loans is recognised as interest 
accrues by reference to the principle outstanding and the effective 
rate of interest applicable, which is the rate that discounts the 
estimated cash receipts through the expected life of the financial 
asset to that asset’s net carrying value. The recognition of 
contractual interest reflects the application of IFRS 9.

The calculation for impairment of pawnbroking interest due to 
expected credit losses is material and is dependent on the estimate 
that the Group makes of both the expected level of the unredeemed 
pawnbroking loans and the ultimate realisation value for the pledge 
assets supporting those loans. An assessment is made on a pledge 
by pledge basis of the carrying value represented by original 
capital loaned plus accrued interest to date and its corresponding 
realisation value on sale of unredeemed pledges to identify any 
deficits. The principle estimates are;

1.   Non Redemption Rate based on current and historical data 

held in respect of non redemption rates,

2.  Realisation Value based upon either;
•  The anticipated price of the metal that will be received through 

the sale of the metal content via disposal through a bullion dealer. 

•  The expected resale value of those jewellery items within the 
pledge that can be retailed through the branch network.

The Committee has considered the effective rate of interest 
calculation and the recognition of pawnbroking interest. The 
Committee has also reviewed the calculations undertaken to 
establish the expected credit losses for unredeemed loans. This 
includes the impact of changes to loan repayment outcomes and 
realisation proceeds of unredeemed pledged items. The Committee 
is satisfied that the recognition of pawnbroking revenue and 
pawnbroking credit losses are materially correct. 

3
Impairment risk in relation to Intangible Assets, Property, 
Plant and Equipment and Right of Use Assets
Prior to the COVID-19 pandemic, all core Ramsdens stores that were 
older than two years old were profitable in the 12 months to February 
2020. All young stores were trading in line with or better than 
expectation. All acquired stores were trading satisfactorily.

The Group assesses at each reporting date whether there is an 
indication that an asset may be impaired. The impact that the 
COVID-19 pandemic has brought has been factored into this 
year’s review. 

Determining whether intangible assets, property, plant and 
equipment and right of use assets are impaired requires an 
estimation of the value in use of the Group’s cash generating units 
(CGU) to which the assets have been allocated. The value in use 
calculation requires the Group to estimate the future cash flows 
expected to arise from the CGU and selecting a suitable discount 

rate in order to calculate present value. The impairment review is 
conducted at the level of each CGU, which is usually taken to be 
each individual branch store.

The Committee has reviewed the detailed impairment test 
calculations and considered the principal assumptions applied 
by management in arriving at the value in use of each CGU. The 
committee has compared the discount rate of 12% to industry peers 
and considered the Group’s weighted average cost of capital and has 
concluded it is appropriate. The Committee has also reviewed the 
assumptions used in arriving at future cash flows for less profitable 
stores including new stores with less trading history, and challenged 
management on other potential indications of impairment.

The Committee is satisfied that the intangible assets, property, 
plant and equipment and right of use assets are fairly valued and are 
materially correct.

Internal Audit
The Group has a compliance and risk function which under the 
direction of the Audit and Risk Committee undertakes asset 
verification checks of all branch and head office departmental cash, 
pledge and inventory balances and audits processes for adherence 
to policies and procedures. Each audit report for every branch and 
department is circulated to senior compliance and operational 
team. A summary of the findings are discussed in the monthly 
Compliance & Risk presentation to the executive committee. 
The minutes of the executive committee meetings are reviewed 
by the Audit and Risk Committee.

Risk Management and Internal Controls
The Group has established a framework of risk management and 
internal control systems, policies and procedures. The Audit and 
Risk Committee is responsible for reviewing the risk management 
and internal control framework and ensuring it operates effectively. 
The Committee has reviewed the framework and is satisfied that the 
internal control systems in place are currently operating effectively.

Whistleblowing
The Group has in place a whistleblowing policy, which sets out 
the formal process by which an employee of the Group may, in 
confidence, raise concerns about possible improprieties in financial 
reporting and other matters. There were no incidents or concerns 
raised for consideration during the year.

Anti-Bribery
The Group has in place an anti-bribery and anti-corruption policy, 
which sets out its zero tolerance position and provides information 
and guidance to those working for the Group on how to recognise 
and deal with bribery and corruption issues. During the period there 
were no incidents for consideration.

S I M O N  H E R R I C K
Chair of the Audit and Risk Committee.

38

RAMSDENS ANNUAL REPORT 2020 
The Committee discussed long term succession planning and 
emergency cover at Board level and of the senior management 
team. The short-term emergency planning was tested during the 
period when the Operations Director had a six month leave of 
absence for personal reasons. We are pleased to say the Senior 
Management Team responded well to the challenge. On a long-term 
basis, the senior management team remains relatively young and 
the Committee is fully supportive of the Leadership development 
programme which will further develop the team and identify potential 
senior leaders of the future.  

The terms of reference were reviewed and are available on  
www.ramsdensplc.com 

A N D R E W M E E H A N
Chair of the Nominations Committee 

Nomination 
Committee report
On behalf of the Board I am pleased to 
present the Nomination Committee report 
for the period ended 30 September 2020.

MEMBERS OF THE NOMINATION COMMITTEE
The Nomination Committee consists of myself and my follow Non-
Executive Directors, Simon Herrick and Stephen Smith.

DUTIES OF THE NOMINATION COMMITTEE
In carrying out its duties, the Nomination Committee is primarily 
responsible for:

•  Identifying and nominating individuals to fill Board vacancies;

•  Evaluating the structure and composition of the Board with 

regards the balance of skills, knowledge, experience and making 
recommendations accordingly;

•  Drafting the job descriptions of all Board members;

•  Reviewing the time requirements of the Non-Executive Directors

•  Giving full consideration to succession planning

•  Reviewing the leadership of the Group

The Committee is scheduled to meet once a year but it will meet 
more frequently if required. The Committee reports to the Board on 
how it has discharged its responsibilities in accordance with its terms 
of reference. 

Please refer to pages 28 and 29 for the Director’s biographies. The 
Committee believes that the Directors are able to devote sufficient 
time to the Group, taking into account their other Directorships

ACTIVITY DURING THE YEAR
The Committee discussed the skills, experience and diversity of 
the current Board and committee members taking into account 
the current and future needs of the Group, its culture and strategic 
objectives. The Committee identified a need for greater strategic 
marketing input and utilised a program called Boardroom Ready. 
Through this program we were able to recruit Jane McKenzie-Lawrie 
a marketing professional who wanted to develop her skills to take 
on non executive directorship roles. Jane joined the Board as an 
observer for 12 months from June 2020. 

39

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020CORP OR ATE GOV ERNANCE – CONTIN U ED

Remuneration Committee

On behalf of the Board I am pleased to present the Directors’ Remuneration 
Report for the period ended 30 September 2020 which sets out the 
remuneration policy and the remuneration paid to the Directors for the period.

COMPOSITION AND ROLE
The Remuneration Committee consists of myself and my fellow 
Non-Executive Directors, Andrew Meehan and Stephen Smith. The 
Committee operates under the Group’s agreed terms of reference 
and is responsible for reviewing all senior executive appointments and 
determining the Group’s policy in respect of terms of employment 
including remuneration packages of Executive Directors. The 
remuneration Committee met five times during the period.

Due to the annual pension contribution cap, the Remuneration 
Committee have approved that any contributions above the cap 
can be paid as a cash allowance. 

•  Promote the long-term success of the Group in line with our 

strategy; and

•  Provide appropriate alignment between the interests of 

shareholders and executives including minimum shareholdings.

REMUNERATION POLICY
Our remuneration policy is to:

•  Include a competitive mix of base salary, pension, annual bonus 
and long term incentives, with an appropriate proportion of the 
package determined by stretching targets linked to the Group’s 
performance;

•  The Executive Directors are entitled to have 10% of their Basic 
annual salary paid into their respective pension schemes.  

EXECUTIVE DIRECTORS’ SERVICE CONTRACTS
The Executive Directors have service contracts, which are not 
of fixed duration and can be terminated by either party giving 
12 months written notice.

NON-EXECUTIVE DIRECTORS
The Non-Executive Directors signed letters of appointment, which 
may be terminated on giving three months written notice. The Non-
Executive Directors’ remuneration is determined by the Board.

DIRECTORS REMUNERATION
The following table summarises the total gross remuneration of the Directors who served during the 18 month period to 30 September 2020.

Executive

Peter Kenyon

Martin Clyburn

Non Executive

Andrew Meehan

Simon Herrick

Stephen Smith 

Salary

Pension1 

PHI 

Fixed Pay

Bonus

LTIP

Variable Pay

Total FY20 
(18 months)

FY19 
(12 months)

£301,181

£201,600

£15,000

£21,280

£2,208

£1,068

£318,389

£223,948

£57,000

£50,000

£102,283

£159,283

£477,672

£307,460

£53,923

£103,923

£327,871

£205,213

£98,866

£72,211

£60,175

–

–

–

–

–

–

£98,866

£72,211

£60,175

–

–

–

–

–

–

–

–

–

£98,866

£72,211

£60,175

£63,254

£46,200

£38,500

Aggregate remuneration

£734,033

£36,280

£3,276

£773,599

£107,000

£156,206

£263,206

£1,036,795

£660,627

1 Includes sums paid into pension scheme and/or pension allowance

The bonus for the 18 month period represents achievement against stretching annual targets for the period to March 2020 where the Group 
had record profits. Peter Kenyon would have received a bonus equivalent to 60% of his maximum annual award but has voluntarily foregone 50% 
of this award in light of the non-payment of a second interim and final dividend. Martin Clyburn would have received a bonus equivalent to 56% 
of his maximum annual award but has voluntarily foregone 33% of this award in light of the non-payment of a second interim and final dividend. 

40

RAMSDENS ANNUAL REPORT 2020The Remuneration Policy for FY21 will operate as follows:

Basic Salary

Pension

Private Health Insurance

Bonus

Executive

Peter Kenyon

Martin Clyburn

Non Executive

Andy Meehan

Simon Herrick

Steve Smith

£191,625

£134,400

£65,907

£48,140

£40,117

10% of basic salary

10% of basic salary

–

–

–

All of the Directors basic annual remuneration will remain the same 
in FY21 as the prior reporting period. The bonus opportunities for the 
FY21 financial year will be assessed by the Remuneration Committee, 
which retains discretion over the awards, against the Group’s profit 
and against personal performance objectives. The bonus percentage 
will adjust from zero to a maximum of 100% set against challenging 
performance targets. 

LONG TERM INCENTIVE PLANS

ADMISSION LTIP
On admission to AIM the Group introduced a Long Term Incentive 
Plan (LTIP) for the following set against two performance criteria 
over the financial years from admission to the year ending 
31 March 2020 (FY20). 

Peter Kenyon

Martin Clyburn

Mike Johnson

Jason Carr

Matt Fothergill

Michael Wilson

Mark Smith

Yes

Yes 

–

–

–

Up to 100%

Up to 100%

–

–

–

Number of shares awarded 
under the LTIP scheme

250,000

138,889

138,889

69,444

69,444

69,444

69,444

LTIP FY18 – FY21
A further LTIP scheme was introduced following the publication of the 
FY18 Annual Report. This widened the participation in line with the 
Group’s strategy to align the senior managers with the shareholders.

Fifty percent of the award is based on the total shareholder return 
(share price movement and the value of dividends) over the period 
from admission to AIM to 31 March 2020 with no award being made 
if the return rate is less than 30% over the period. A sliding scale will 
apply with 100% of the award vesting if 60% growth is achieved over 
the period.

Fifty percent of the award is based on the total shareholder return 
(share price movement and the value of dividends) over the period 
from FY18 results to 31 March 2021 with no award being made if 
the return rate is less than 30% over the period. A sliding scale will 
apply with 100% of the award vesting if 50% growth is achieved over 
the period.

The total shareholder return for the period under review to 31 March 
2020 grew by 73%. The Admission price was 86 pence and the 
average share price for the qualifying period was 131 pence and 
dividends of 17.8 pence had been paid.

Fifty percent of the award is based on increasing the earnings per 
share. No award will be made if the earnings per share do not grow 
by 24% over the three years from FY17 to FY20. A sliding scale will 
apply with 100% of the award vesting if 45% growth is achieved over 
the period.

The earnings per share for the period under review to 31 March 2020 
grew by 174%. The FY17 earnings per share was 7.8 pence and the 
earnings per share for the 12 months ended 30 March 2020 was 
21.4 pence. 

The Remuneration Committee exercised its discretion to extend 
the time qualifying criteria from March 2020 to the production of 
the Annual Report for the period ended 30 September 2020 before 
allowing the shares to vest. Therefore the following Directors and 
employees will have the option to acquire the below number of 
shares at nominal value.

Fifty percent of the award is based on increasing the earnings per 
share. No award will be made if the earnings per share do not grow 
by 24% over the three years from FY18 to FY21. A sliding scale will 
apply with 100% of the award vesting if 45% growth is achieved over 
the period.

The award is a number of shares, which can be bought at their 
nominal value.

Peter Kenyon was awarded 50,000 shares and Martin Clyburn 
25,000 shares under the scheme. An additional 145,000 shares were 
allocated to 14 Group employees.

The Remuneration Committee exercised its discretion and the final 
12 month period for assessing whether the performance criteria 
has been met has been changed from the 12 months ending 
31 March 2021 to the 12 months ending 30 September 2021.

41

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020CORP OR ATE GOV ERNANCE – CONTIN U ED

LTIP FY19 – FY22
A further LTIP scheme was introduced following the publication 
of the FY19 Annual Report. This further widened the participation 
in line with the Group’s strategy to align the senior managers with 
the shareholders.

Fifty percent of the award is based on the total shareholder return 
(share price movement and the value of dividends) over the period 
from FY19 results to 31 March 2022 with no award being made if 
the return rate is less than 30% over the period. A sliding scale will 
apply with 100% of the award vesting if 50% growth is achieved over 
the period.

Fifty percent of the award is based on increasing the earnings per 
share. No award will be made if the earnings per share do not grow 
by 24% over the three years from FY19 to FY22. A sliding scale will 
apply with 100% of the award vesting if 45% growth is achieved over 
the period.

The award is a number of shares, which can be bought at their 
nominal value.

Peter Kenyon was awarded 50,000 shares and Martin Clyburn 
25,000 shares under the scheme. An additional 160,000 shares were 
allocated to 17 Group employees.

The Remuneration Committee exercised its discretion and the final 
12 month period for assessing whether the performance criteria 
has been met has been changed from the 12 months ending 
31 March 2022 to the 12 months ending 30 September 2022

LTIP PERIOD ENDED 30 SEPTEMBER 2020 – FY23
It is the Board’s intention to issue a further LTIP within 42 days of the 
publication of this Annual Report. This will continue to be issued to 
the wider Senior Management Team to recognise their contribution 
in seeking to implement the Group’s strategy and achieve improved 
financial performance over the three year period. The scheme 
will follow the principles of the two existing LTIPs with 50% of any 
award linked to growing EPS and 50% of any award linked to total 
shareholder returns. Again, stretching targets will be set to achieve 
100% of the award.

The Remuneration Committee retain discretion over the amount and 
terms of any LTIP awards.

The Directors hold the following notifiable beneficial interests in the ordinary share capital of the Company

Executive

Peter Kenyon1

Martin Clyburn1

Non Executive

Andy Meehan1

Simon Herrick

Steve Smith1

Type of share

Holding as at 
31 March 2019

Acquired in the 
financial period

Sold in the 
financial period

As at  
30 September 2020

1p ordinary

1p ordinary

1p ordinary

1p ordinary

1p ordinary

1,139,734

209,375

332,320

19,950

54,348

12,773

-

15,000

-

-

-

-

-

-

-

1,152,507

209,375

347,320

19,950

54,348

1 held in personal name, in spouse’s name or pension scheme.

If you have any comments or questions on anything contained in this Remuneration Report, I will be available at the AGM.

S I M O N H E R R I C K
Chair of the Remuneration Committee

42

RAMSDENS ANNUAL REPORT 2020Directors’ report

The directors have pleasure in presenting their 
report and the financial statements of the group 
for the period ended 30 September 2020.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activities of the Group during the period continue to 
be; the supply of foreign exchange services, pawnbroking, related 
financial services, jewellery sales, and the purchase of unwanted 
gold jewellery from the general public subsequently sold to the 
bullion market. The results for the period and the financial position of 
the group are as shown in the annexed financial statements. 

A review of the business and its future development is given in the 
Chairman’s and Chief Executive’s statements 

RESULTS AND DIVIDENDS
The results for the period are set out in the consolidated statement 
of comprehensive income on page 54.

The directors are not proposing a final dividend. 

During the period, the Group paid an interim dividend of 2.7 pence 
per share. In FY19 the Group declared dividends totalling of 
7.2 pence per share.

LIKELY FUTURE DEVELOPMENT
Our priorities for the following financial year are disclosed in the 
CEO’s Strategic Report on pages 4 to 25.

SUBSTANTIAL SHAREHOLDINGS
The Company has one class of ordinary share, which carry no right 
to fixed income. Each ordinary share has the right to one vote at 
general meetings. 

As far as the Directors are aware, the only notifiable holdings 
equal to or in excess of 3% of the issued ordinary share capital at 
30 September 2020 were as shown in the table below.

Name of holder 

Downing LLP

Cannacord 
Genuity Group

Hargreaves 
Lansdown Asset

Otus Capital Mgt.

Close Asset 
Management

Interactive Investor

Peter Kenyon (CEO)

number

4,382,715

3,921,039

2,863,277

2,047,760

1,764,289

1,567,935

1,152,507

% of voting rights in the 
issued share capital 

14.21

12.72

9.29

6.64

5.72

5.08

3.74

DIRECTORS AND THEIR INTEREST
The directors who served throughout the year, except where 
otherwise stated, and up to the date of signing of the Annual Report 
and Accounts are as follows; 

Executive

Peter Kenyon

Martin Clyburn

Non Executive

Andy Meehan

Simon Herrick

Steve Smith

Directors’ beneficial interests and their remuneration are detailed in 
the Remuneration Report on pages 40 to 42. 

DIRECTORS’ INDEMNITIES
The Directors are entitled to be indemnified by the Company to the 
extent permitted by law and the Company’s articles of association 
in respect of certain losses arising out of or in connection with the 
execution of their powers, duties and responsibilities. As permitted 
by the Companies Act 2006, the Company has also executed 
deeds of indemnity for the benefit of each Director in respect of 
liabilities that may attach to them in their capacity as Directors of 
the Company.

The Company also purchased and maintained Directors’ and officers’ 
liability insurance throughout the year.

GOING CONCERN
The Directors have considered the impact of COVID-19 on each 
balance sheet item and conducted a going concern review to ensure 
this basis remains appropriate. The Group has significant cash 
resources of £15.9m and access to an undrawn £10m revolving 
credit facility with an expiry date of March 2023. 

The Directors have conducted an extensive review of forecast 
earnings and cash over the next twelve months, considering 
various scenarios and sensitivities given the COVID-19 situation 
and uncertainty around the future economic environment, including 
extreme stress test scenarios that are detailed in note 3 of the 
financial statements. 

Accordingly, the Directors continue to adopt the going concern basis 
in the preparation of the financial statements.

43

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020AUDITOR
A resolution to reappoint Ernst & Young LLP as auditors will be put to 
the members at the Annual General Meeting.

Registered office: 
Unit 16 
Parkway Shopping Centre 
Coulby Newham 
Middlesbrough 
TS8 0TJ

Signed by order of the directors

K E V I N  B RO W N
Company Secretary 

Approved by the directors on 18 December 2020

CORP OR ATE GOV ERNANCE – CONTIN U ED

FINANCIAL RISK MANAGEMENT
Financial risk is managed by the board on an ongoing basis. The 
principal risks relating to the Group are outlined in more detail on 
pages 22 to 25 of the Strategic Report.

POST BALANCE SHEET EVENTS
There have been no material post balance sheet events.

ANNUAL GENERAL MEETING
The Company held an AGM on 6 July 2020. This AGM passed a small 
number of resolutions but did not have the financial statements to 
approve. The next AGM will be held on 10 February 2021

POLITICAL DONATIONS
No political contributions were made during the period (FY19: £nil).

DISABLED EMPLOYEES
The group gives full consideration to applications for employment 
from disabled persons where the candidate’s particular aptitudes 
and abilities are consistent with adequately meeting the 
requirements of the job. Opportunities are available to disabled 
employees for training, career development and promotion. Where 
existing employees become disabled, it is the group’s policy to 
provide continuing employment wherever practicable in the same or 
an alternative position and to provide appropriate training to achieve 
this aim.

EMPLOYEE INVOLVEMENT
The group operates a framework for employee information 
and consultation which complies with the requirements of the 
Information and Consultation of Employees Regulations 2004. The 
Directors have a policy of providing employees with information 
about the group to keep them informed. The Group’s employment 
structure facilitates management to engage regularly with staff at all 
levels thereby allowing a free flow of information and communication 
of Group policies and alignment of core goals. Employees are 
encouraged to participate in the performance of the business 
through varying incentive schemes.

DISCLOSURE OF INFORMATION TO THE AUDITOR
In so far as each person who was a director at the date of approving 
this report is aware:

•  there is no relevant audit information, being information needed 
by the auditor in connection with preparing its report, of which 
the Group’s auditor is unaware; and

•  the directors have taken all steps that they ought to have taken to 
make themselves aware of any relevant audit information and to 
establish that the auditor is aware of that information.

44

RAMSDENS ANNUAL REPORT 2020Statement of directors’ 
responsibilities
The directors are responsible for preparing the Strategic Report, 
the Directors’ Report and the financial statements in accordance 
with applicable law and regulations.

WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual Report and 
the financial statements are made available on a website. Financial 
statements are published on the Company’s website, www.
ramsdensplc.com, in accordance with legislation in the United 
Kingdom governing the preparation and dissemination of financial 
statements, which may vary from legislation in other jurisdictions. 
The maintenance and integrity of the Company’s website is the 
responsibility of the Directors.

The Directors’ responsibility also extends to the ongoing integrity of 
the financial statements contained therein.

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 International 
Financial Reporting Standards (IFRSs) as adopted by the European 
Union and Article 4 of the IAS regulation. 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 group and of the profit or loss of the group 
for that period. In preparing those financial statements, the directors 
are required to:

•  select suitable accounting policies and then apply them 

consistently;

•  make judgements and 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;

•  prepare the financial statements on the going concern basis 

unless it is inappropriate to presume that the group will continue 
in business.

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

45

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Financial 
statements

Independent Auditor’s Report 

Consolidated statement of  
comprehensive income 

Consolidated statement of  
financial position 

Consolidated statement of  
changes in equity 

Consolidated statement of caSh flows 

Notes to the consolidated  
financial statements  

Parent company statement of  
financial position 

Parent company statement of changes  
in equity 

Notes to the parent company  
financial statements  

48

54

55

56

57

58

87

88

89

46

R AMSDENS ANN UAL REP ORT 2020

 
Use your jewellery 
to get cash when 
you need it 

R AMSDENS ANN UAL REP ORT 2020

47

Independent Auditor’s Report 
to the members of Ramsdens 
Holdings plc

OPINION
In our opinion:

•  Ramsdens Holdings PLC’s group financial statements and parent 
company financial statements (the “financial statements”) give 
a true and fair view of the state of the group’s and of the parent 
company’s affairs as at 30 September 2020 and of the group’s 
profit for the period then ended;

•  the group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union;  

•  the parent company financial statements have been properly 

prepared in accordance with United Kingdom Generally Accepted 
Accounting Practice; and

•  the financial statements have been prepared in accordance with 

the requirements of the Companies Act 2006.

We have audited the financial statements of Ramsdens Holdings plc 
which comprise:

Group

Parent company

Consolidated statement of financial 
position as at 30 September 2020

Statement of financial position 
as at 30 September 2020

Consolidated statement of 
comprehensive income for 
the period then ended

Consolidated statement of changes 
in equity for the period then ended

Statement of changes in equity 
for the period then ended

Related notes A to I to the financial 
statements including a summary 
of significant accounting policies 

Consolidated statement of cash 
flows for the period then ended

Related notes 1 to 26 to the financial 
statements, including a summary 
of significant accounting policies

The financial reporting framework that has been applied in the 
preparation of the group financial statements is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by 
the European Union.  The financial reporting framework that has 
been applied in the preparation of the parent company financial 
statements is applicable law and United Kingdom Accounting 
Standards, including FRS 101 “Reduced Disclosure Framework” 
(United Kingdom Generally Accepted Accounting Practice).

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 below. We are independent of the group and parent company 
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 as applied to listed entities, 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
We have nothing to report in respect of the following matters in 
relation to which the ISAs (UK) require us to report to you where:

•  the directors’ use of the going concern basis of accounting in the 
preparation of the financial statements is not appropriate; or

•  the directors have not disclosed in the financial statements any 
identified material uncertainties that may cast significant doubt 
about the group’s or the parent company’s ability to continue to 
adopt the going concern basis of accounting for a period of at 
least twelve months from the date when the financial statements 
are authorised for issue.

OVERVIEW OF OUR AUDIT APPROACH

Key audit matters •  Risk of incorrect revenue recognition as a result of 

fraudulent transactions at a branch level. 

•  Risk of incorrect recognition of profit as a result of 

judgments relating to the expected credit loss accrual 
in respect of pawnbroking 

•  Impairment risk in relation to Property, Plant and 
Equipment, Intangibles and Right of Use Assets

•  We performed an audit of the complete financial 
information of the Group, which we considered a 
single component, including Ramsdens Financial 
Limited.  

Audit scope

Materiality

•   Overall group materiality of £0.436m which represents 

5% of adjusted Profit before Tax.

48

RAMSDENS ANNUAL REPORT 2020KEY AUDIT MATTERS 
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the 
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These 
matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the 
efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our 
opinion thereon, and we do not provide a separate opinion on these matters.

Key observations communicated  
to the Audit Committee 

The results of our testing did 
not identify any incorrectly 
recognised revenue. Whilst our 
substantive procedures are 
not designed to detect fraud 
in the period which may have 
occurred in the period, we have 
not identified any anomalies as 
a result of our procedures.

Risk

Our response to the risk

Risk of incorrect revenue recognition as a 
result of fraudulent transactions at a branch 
level (overstatement of revenue)

Refer to the Audit and Risk Committee Report (page 37); 
Accounting policies Note 3.16 of the consolidated financial 
statements (page 68); and Note 5 of the Consolidated 
Financial Statements (page 70)

At a branch level there is a risk that fraudulent revenue 
transactions can occur and that these are recorded in the 
accounts. Management is in a unique position to perpetrate 
fraud because of its ability to manipulate accounting 
records directly or indirectly and prepare fraudulent 
financial statements by overriding controls. Individual 
branch transactions are generally low value. However, 
if fraudulent transactions occurred at a relatively small 
percentage of stores, the financial impact could be material. 

Management has the primary responsibility to prevent 
and detect fraud. It is important that management, with 
the oversight of those charged with governance, has put 
in place a culture of ethical behaviour and a strong control 
environment that both deters and prevents fraud.

We performed a walkthrough of the process and controls 
in place in relation to transactions at a branch level.

We have performed substantive analytical procedures 
including a monthly analysis of sales and gross margin, 
and review of branch level results throughout the period 
to identify unusual fluctuations or transactions requiring 
further investigation. We investigated outliers and 
corroborated these to underlying audit evidence.

We performed the following tests of transactions 
around the period-end date to ensure that revenue 
is recorded in the correct financial period:

•  Pawnbroking – recalculation of interest due at period 

end based on loan agreements in place

•  Precious metals – cut-off testing on pre and post period 

end sales transactions

•  Jewellery and Foreign currency – stock counts at a 

sample of branches to test the existence of stock in the 
closing balance sheet and validate sales transactions 
within the month

We performed detailed substantive testing, to test the 
occurrence and measurement of sales recorded in the period. 

We performed testing of sample of material manual 
journal entries to revenue to identify any journals that 
were out of the ordinary course of business through 
testing the rationale for the postings and ensuring they are 
accounted for and recorded in the accounts correctly.

We performed a review of board and related 
committee minutes throughout the period, 
to identify any unusual transactions.

Further, we have performed procedures to identify any other 
indicators of risk or contradictory evidence before drawing 
conclusions, as follows. We held meetings with the Head 
of Compliance & Risk to obtain an understanding of the 
procedures performed by both the compliance department 
and the internal audit function to monitor controls.

We reviewed internal audit reports and noted no significant 
control deficiencies in the current period. We reviewed 
the implementation of any new controls in the period and 
confirmed that any exceptions identified under the new 
procedures had been responded to appropriately.

49

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020INDEPENDENT AU DITORS REP ORT TO THE MEMB ERS OF R AMSDENS HOLDINGS PLC – CONTIN U ED

Key observations communicated  
to the Audit Committee 

We have concluded that the 
profit recorded in the period, 
and the related provisions on the 
statement of financial position 
at the period-end date are 
recognised in accordance with 
the requirements of IFRS 9.

The estimates made by 
management in respect of the 
ECL provision are reasonable.

The related disclosures within 
the financial statements 
are appropriate.

Risk

Our response to the risk

Risk of incorrect recognition of profit (overstatement 
of revenue) as a result of judgments relating to 
the expected credit loss accrual in respect of 
pawnbroking (understatement of provision)

We performed a walkthrough to gain an understanding 
of the process and controls in relation to pawnbroking 
interest income and related provisions.

(30 September 2020 £1.3m, 31 March 2019 £0.4m)

Refer to the Note 14 of the consolidated 
financial statements (page 78);

Interest receivable on pawnbroking loans is 
recognised as interest accrues, by reference to the 
effective interest rate applicable. In line with IFRS 9: 
Financial Instruments, management calculate the 
expected credit loss on pawnbroking contracts and 
recognise a provision for this within cost of sales. 

The expected credit loss is subject to estimates determined 
by management, notably the expected recoverable 
amount of the underlying security and the expected 
level of redemption rate of pawnbroking loans.

There is a risk of management override as there is an 
opportunity for management to change underlying 
assumptions of the pawnbroking provisions, which 
could materially impact the level of profit recognised.

In the period to 30 September 2020, pawnbroking 
gross profit of £12.2m (31 March 2019: £7.5m) 
was recognised in the accounts. 

At 30 September 2020 the gross loan book totalled  
£8.8m (2019: £9.7m), with a total provision relating 
to expected credit losses of £1.3m (2019: £0.4m).

We have tested the accuracy and completeness of data used 
to calculate the provisions by performing tests of detail to 
validate key inputs into the calculation of the provision.

We have challenged the provisioning methodology, 
with particular focus on identifying contra-
indicators to significant assumptions, identifying 
and corroborating changes to assumptions. 

We identified the three-year average spot price of 
9 carat gold and silver to recalculate the underlying 
value of security and compared this to management 
estimates used in the provision. The redemption rate 
is based upon management’s best estimate of the 
number of pawnbroking loans that will be redeemed.

We compared the historic actual lifetime redemption 
rates (2020: 22%; 2019: 27%) to the rates applied 
in the provision (2020: 28%, 2019: 28%).

We have performed sensitivity analysis of the provision in 
the context of planning materiality. This was performed on 
the key assumptions, including comparison of redemption 
rates against actual outcomes, varying values of underlying 
security, and expected sales price of pledged items.

We performed testing of manual journal entries to 
revenue and related cost of sales accounts to identify 
journals which were out of line from our expectations.

We assessed the completeness and adequacy 
of related financial statement disclosures.

50

RAMSDENS ANNUAL REPORT 2020Key observations communicated  
to the Audit Committee 

Impairment charges have 
been recognised in the 
financial statements in relation 
to one branch following 
our audit procedures.

We identified a judgmental and 
immaterial unadjusted audit 
difference in relation to two 
further immature branches.

An impairment charge has been 
recognised within the financial 
statements in accordance with 
the requirements of IAS36. 

The related disclosures within 
the financial statements 
are appropriate.

Risk

Our response to the risk

Impairment risk in relation to Intangible Assets, 
Property, Plant and Equipment and Right of Use Assets

(30 September 2020 £13.9m, 31 March 2019 £6.7m)

Refer to Note 3.7 and 4.1 of the consolidated 
financial statements (pages 63 and 69); 

COVID-19 has had a significant impact on the performance 
of branches in recent months due to both lockdown and 
travel restrictions which impact on foreign currency sales.

There are a number of branches generating low profit 
margins or at a loss, which presents a risk that individual 
branches (‘CGUs’) may require an impairment provision 
against the value of the tangible, intangible and ROU assets.

We obtained management’s branch impairment assessment 
and undertook a walkthrough of the process performed 
by management to assess impairment risk and determine 
significant assumptions.

We confirmed the clerical accuracy of the calculation to 
identify any anomalies in formulas used and reconciled 
underlying data to accounting records.

We engaged our EY Valuation team, to corroborate the 
discount factors of 12% used in the calculations. These audit 
procedures included the benchmarking of management’s 
discount factors against that of comparable publicly quoted 
companies, and independently calculating a discount factors 
based on external benchmarking data adjusted for size and 
risk premiums.

We performed sensitivity analysis on this assumption based 
upon our own independently calculated discount factors (a 
range from 13.3% to 15.9%).

We challenged significant assumptions through sensitivity 
analysis and obtaining evidence to corroborate key inputs. 
Our challenges were informed by the other evidence we have 
obtained during the course of the audit to ensure any indicators 
of risk or contradictory evidence were included within the 
scope of our audit procedures. Our challenges included:

•  The impact of COVID-19 on the future growth 

assumptions, in particular on foreign currency; 

•  The performance of immature branches against the 

baseline performance of new branches in recent years

•  Stores performance in months prior to February 2020, 
and stores loss-making in the period after lockdown

We performed a re-calculation of the impairment model, 
incorporating the following adjustments:

•  Comparing the NPV to the asset value of stores at 

30 September 2020

•  Incorporating the range of discount factors identified by 

EY’s Valuation team.

As a result of these procedures, we identified a number of 
branches with an enhanced risk of impairment.

We obtained management’s focused review of these stores 
and challenged key assumptions. Following management’s 
further focused review an impairment charge was recognised 
in relation to immature branches. 

Immature branches – an additional impairment charge of 
£0.175m was recognised in relation to one immature branch. 
No impairment identified in relation to other immature 
branches as they are at an early stage in the lifecycle and 
performing in line with other portfolio branches at this stage 
in their development

We assessed the completeness and adequacy of 
related financial statement disclosures in relation to this 
accounting estimate.

There have been no changes to the key audit matters in comparison to our prior year auditor’s report other than the inclusion of a key audit 
matter in relation to Impairment risk in relation to Intangible Assets, Property, Plant and Equipment and Right of Use Assets. This reflects the 
fact that COVID-19 has had a significant impact on the performance of branches in recent months due to both lockdown and travel restrictions 
which impact on foreign currency sales.

51

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020INDEPENDENT AU DITORS REP ORT TO THE MEMB ERS OF R AMSDENS HOLDINGS PLC – CONTIN U ED

AN OVERVIEW OF THE SCOPE OF OUR AUDIT 

TAILORING THE SCOPE
Our assessment of audit risk, our evaluation of materiality and our 
allocation of performance materiality determine our audit scope 
for each entity within the Group. Taken together, this enables us 
to form an opinion on the consolidated financial statements. We 
take into account size, risk profile, the organisation of the group 
and effectiveness of group-wide controls, changes in the business 
environment and other factors when assessing the level of work to 
be performed at each entity.

We performed as a Group audit team an audit of the complete 
financial information of Ramsdens Holdings PLC and the trading 
subsidiary, Ramsdens Financial Limited which was considered to be 
one single component. 

The period-end audit fieldwork has been completed remotely due to 
the restrictions on people movement due to the COVID-19 situation. 
Audit procedures were tailored to include appropriate incremental 
procedures including testing of the integrity of source data and 
reports. The period-end stock takes and sample testing was 
performed in person.

The reporting components where we performed audit procedures 
accounted for 100% (2019: 100%) of the Group’s Profit before tax, 
or adjusted PBT measure used to calculate materiality, 100% (2019: 
100%) of the Group’s Revenue and 100% (2019: 100%) of the Group’s 
Total assets. 

All audit work performed for the purposes of the audit was 
undertaken by the Group audit team.

•  Starting point – £9.221m Profit before Tax

Starting 
basis

•  Removal of non-recurring items (government grant 

Adjustments

for retail business) – £0.725m

Materiality

•  Totals £8.496m adjusted Profit before Tax

•  Materiality of £0.436m (approximately 5% of 

materaility basis)

We determined materiality for the Parent Company to be £0.120 
million (2019: £0.113 million), which is 1% (2019: 1%) of net assets.

During the course of our audit, we reassessed initial materiality 
and have revised this to reflect final results, rather than basing 
on forecasts.

PERFORMANCE MATERIALITY
The application of materiality at the individual account or balance 
level. It is set at an amount to reduce to an appropriately low level 
the probability that the aggregate of uncorrected and undetected 
misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment 
of the Group’s overall control environment, our judgement was 
that performance materiality was 75% (2019: 75%) of our planning 
materiality, namely £0.327m (2019: £0.243m). We have set 
performance materiality at this percentage which reflects our 
expectation of the level of audit differences based on the prior year.

OUR APPLICATION OF MATERIALITY 
We apply the concept of materiality in planning and performing the 
audit, in evaluating the effect of identified misstatements on the audit 
and in forming our audit opinion. 

REPORTING THRESHOLD
An amount below which identified misstatements are considered as 
being clearly trivial.

MATERIALITY
The magnitude of an omission or misstatement that, individually 
or in the aggregate, could reasonably be expected to influence 
the economic decisions of the users of the financial statements. 
Materiality provides a basis for determining the nature and extent of 
our audit procedures.

We determined materiality for the Group to be £0.436 million (2019: 
£0.325 million), which is 5% (2019: 5%) of adjusted Profit before 
Tax. We believe that adjusted Profit before Tax provides us with a 
consistent year on year basis for determining materiality and is the 
most relevant performance measure to the stakeholders of the 
group, whilst accounting for non-recurring items (as disclosed in 
Note 3.18 to the financial statements). 

We agreed with the Audit Committee that we would report to them all 
uncorrected audit differences in excess of £0.021m (2019: £0.016m), 
which is set at 5% of planning materiality, as well as differences 
below that threshold that, in our view, warranted reporting on 
qualitative grounds. 

We evaluate any uncorrected misstatements against both the 
quantitative measures of materiality discussed above and in light of 
other relevant qualitative considerations in forming our opinion.

OTHER INFORMATION 
The other information comprises the information included in the annual 
report set out in pages 1 to 45, other than the financial statements 
and our auditor’s report thereon. The directors are responsible for the 
other information. 

Our opinion on the financial statements does not cover the other 
information and, except to the extent otherwise explicitly stated in this 
report, we do not express any form of assurance conclusion thereon. 

52

RAMSDENS ANNUAL REPORT 2020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 there is a material misstatement 
in the financial statements or a material misstatement of the other 
information. If, based on the work we have performed, we conclude 
that there is a material misstatement of the 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 strategic report and the directors’ 

report for the financial period for which the financial statements 
are prepared is consistent with the financial statements; and 

•  the strategic report and directors’ report have been prepared in 

accordance with applicable legal requirements.

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 strategic 
report or the directors’ report.

We have nothing to report in respect of the following matters in 
relation to which 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

In preparing the financial statements, the directors are responsible 
for assessing the group and 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.

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 or error, and to issue an 
auditor’s report 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. 

A further description of our responsibilities for the audit of the 
financial statements is located on the Financial Reporting Council’s 
website at https://www.frc.org.uk/auditorsresponsibilities. This 
description forms part of our auditor’s report.

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 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. 

•  the parent company financial are not in agreement with the 

accounting records and returns; or

A L I S TA I R  D E N TO N 
Senior statutory auditor

•  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

for and on behalf of Ernst & Young LLP, Statutory Auditor 
Leeds 
18 December 2020 

RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement, 
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 is necessary 
to enable the preparation of financial statements that are free from 
material misstatement, whether due to fraud or error. 

Notes:
1.   The maintenance and integrity of the Ramsdens Holdings PLC web site is 

the responsibility of the directors; the work carried out by the auditors does 
not involve consideration of these matters and, accordingly, the auditors 
accept no responsibility for any changes that may have occurred to the 
financial statements since they were initially presented on the web site.

2.   Legislation in the United Kingdom governing the preparation and dissemination 

of financial statements may differ from legislation in other jurisdictions. 

53

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Consolidated statement of comprehensive income
For the period ended 30 September 2020

Revenue

Cost of sales

Gross profit

Other income 

Administrative expenses

Operating profit 

Finance costs

Gain on fair value of derivative financial liability

Profit before tax 

Income tax expense

Profit for the period/year

Other comprehensive income

Total comprehensive income

Earnings per share in pence

Diluted earnings per share in pence

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

Notes

5

5

7

6

10

8

8

76,938

(29,789)

47,149

725

(37,858)

10,016

(795)

–

9,221

(2,103)

7,118

–

7,118

23.1

22.5

46,785

(16,263)

30,522

–

(23,939)

6,583

(131)

40

6,492

(1,332)

5,160

–

5,160

16.7

16.3

54

RAMSDENS ANNUAL REPORT 2020Consolidated statement of financial position
As at 30 September 2020

Assets

Non-current assets

Property, plant and equipment

Right of use of assets

Intangible assets

Investments

Deferred tax assets

Current Assets

Inventories

Trade and other receivables

Cash and short term deposits

Total assets

Current liabilities

Trade and other payables

Lease liability

Interest bearing loans and borrowings

Income tax payable

Net current assets

Non-current liabilities

Lease liability

Accruals and deferred income

Deferred tax liabilities

Total liabilities

Net assets

Equity

Issued capital

Share premium

Retained earnings

Total equity

30 September
2020
£’000

Notes

31 March
2019
£’000

11

11

12

13

10

15

16

17

18

18

18

18

19

19

 19

21

4,845

8,536

870

–

182

14,433

13,360

8,743

15,873

37,976

52,409

6,422

2,005

–

1,157

9,584

28,392

7,094

153

23

7,270

16,854

35,555

308

4,892

30,355

35,555

5,485

–

1,228

–

167

6,880

12,658

10,906

13,420

36,984

43,864

6,490

–

5,184

689

12,363

24,621

–

453

140

593

12,956

30,908

308

4,892

25,708

30,908

The financial statements of Ramsdens Holdings PLC, registered number 8811656, were approved by the directors and authorised for issue on 
18 December 2020 and signed on their behalf by:

M  A C LY B U R N
Chief Financial Officer

55

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Consolidated statement of changes in equity
For the period ended 30 September 2020

As at 1 April 2018

Profit for the year

Total comprehensive income

Dividends paid

Share based payments

Deferred tax on share-based payments

As at 31 March 2019

As at 1 April 2019

IFRS 16 Leases – transitional adjustment

As at 1 April 2019 – adjusted

Profit for the period

Total comprehensive income

Dividends paid

Share based payments

Deferred tax on share-based payments

As at 30 September 2020

Notes

22

25

22

25

Share 
capital
£’000

308

 –

–

–

–

–

308

308

308

–

–

–

–

–

Share 
premium
£’000

4,892

 –

–

 –

–

 –

4,892

4,892

4,892

 –

–

–

–

–

Retained 
earnings
£’000

22,368

5,160

5,160

(2,097)

221

56

25,708

25,708

(531)

25,177

7,118

7,118

(2,313)

398

(25)

Total
£’000

27,568

5,160

5,160

(2,097)

221

56

30,908

30,908

(531)

30,377

7,118

7,118

(2,313)

398

(25)

308

4,892

30,355

35,555

56

RAMSDENS ANNUAL REPORT 2020Consolidated statement of cash flows
For the period ended 30 September 2020

Operating activities

Profit before tax 

Adjustments to reconcile profit before tax to net cash flows:

Depreciation and impairment of property, plant

and equipment

Depreciation and impairment of right of use assets

Amortisation and impairment of intangible assets

Change in derivative financial instruments

Loss on disposal of property, plant and equipment

Share based payments

Finance costs

Working capital adjustments:

Movement in trade and other receivables and prepayments

Movement in inventories

Movement in trade and other payables

Interest paid

Income tax paid

Net cash flows from operating activities

Investing activities

Proceeds from sale of property, plant and equipment

Purchase of property, plant and equipment

Purchase of intangible assets

Acquisition

Net cash flows used in investing activities

Financing activities

Dividends paid

Payment of principle portion of lease liabilities

Bank loans drawn down

Repayment of bank borrowings

Net cash flows from financing activities

Net increase/decrease in cash and cash equivalents

Cash and cash equivalents at 1 April

Cash and cash equivalents at 30 September/31 March

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

Notes

9,221

6,492

11

11

12

25

6

21

2,238

3,523

616

–

185

398

795

1,781

(702)

170

18,225

(795)

(1,678)

15,752

4

(1,787)

(258)

–

(2,041)

(2,313)

(3,645)

2,600

(7,900)

(11,258)

2,453

13,420

15,873

1,215

–

157

(40)

74

221

131

424

(5,091)

(651)

2,932

(131)

(1,278)

1,523

3

(2,315)

(109)

(1,504)

(3,925)

(2,097)

(8)

5,183

(1,875)

1,203

(1,199)

14,619

13,420

57

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

1. CORPORATE INFORMATION

Ramsdens Holdings PLC (the “Company”) is a public limited company incorporated and domiciled in England and Wales. The registered office 
of the Company is Unit 16, Parkway Shopping Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is 08811656. 
A list of the Company’s subsidiaries is presented in note 13.

The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking and related 
financial services, jewellery sales, and the purchase of gold jewellery from the general public.

2. CHANGES IN ACCOUNTING POLICIES

Adoption of new and revised standards
Amendments to IFRSs that are mandatorily effective for the current year
In the current year, the Company has applied the following accounting standards that are mandatorily effective for an accounting period that 
begins on or after 1 January 2019. Further details of the impact of IFRS 16 are given below. The other changes have not had a material impact 
on the amounts reported in these financial statements.

Amendments to IFRS 9 Financial Instruments

Prepayment Features with Negative Compensation

IFRS 16 – Leases 

Amendments to IAS 28 

Amendments to IAS 19

IFRIC 23

Annual Improvements to IFRSs:

The treatment of Lease transactions

Prepayment Features with Negative Compensation

Employee Benefits Plan Amendment, Curtailment or Settlement

Uncertainty over Income Tax Treatments

2015-17 Cycle Annual Improvements to IFRS Standards 2015–2017 Cycle 
Amendments to IFRS 3 Business Combinations, IFRS 11 Joint Arrangements, IAS 12 
Income Taxes and IAS 23 Borrowing Costs

Explanation of the adoption of IFRS 16
The Group has adopted IFRS 16 – Leases using the modified retrospective approach with the date of initial application of 1 April 2019. Under 
this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognised at the date of 
initial application. The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were 
previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application.

Therefore, the cumulative effect of adopting IFRS 16 – Leases was recognised as an adjustment to the opening balance of retained earnings 
at 1 April 2019 with no restatement of comparative information. Comparative information continues to be reported under IAS 17 – Leases and 
IFRIC 4 – Determining whether an Arrangement contains a Lease.

The Group has lease contracts for properties and motor vehicles. Before the adoption of IFRS 16, the Group classified each of its leases (as 
lessee) at the inception date as an operating lease. In an operating lease, the leased asset was not capitalised and the lease payments were 
recognised as an expense in profit or loss on a straight-line basis over the lease term. Any prepaid rent and accrued rent were recognised 
under Prepayments and Trade and other payables, respectively.

Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases, except for short-term leases 
and leases of low-value assets. The standard provides specific transition requirements and practical expedients, which has been applied by 
the Group.

58

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

2. CHANGES IN ACCOUNTING POLICIES continued

Lease liabilities
On adoption of IFRS 16 – Leases, the Group recognised liabilities in relation to leases which had previously been classified as operating leases 
under the principles of IAS 17 – Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using 
the Group’s incremental borrowing rate at 1 April 2019. The weighted average incremental borrowing rate applied to the property leases on 
1 April 2019 was 4.3% (with a range between 3.36% & 4.42%) and for motor vehicles was 3.5% (with all vehicles using the same rate).

Operating lease commitments disclosed at 31 March 2019

Removal of non-recoverable VAT

Restated operating lease commitments at 31 March 2019

Removal of prepaid lease payments

Discounted using the incremental borrowing rate at 1 April 2019

Lease liability recognised at 1 April 2019

Current lease liabilities

Non-current lease liabilities

£’000

12,255

(902)

11,353

(289)

(1,327)

9,737

2,165

7,572

9,737

Right-of-use assets
The associated right-of-use assets for the Group’s property and motor vehicle leases were measured on a retrospective basis as if the new 
rules had always been applied using the incremental borrowing rate as at 1 April 2019 and adjusted for any prepayments or rent incentive 
accruals. The recognised right of use assets at 1 April related to the following asset types:

Properties

Motor vehicles

Total right-of-use assets

The change in accounting policy affected the following items in the statement of financial position at 1 April 2019:

Right-of-use assets

Deferred tax asset

Trade and other receivables (prepayments)

Trade and other payables (rent incentive & onerous lease accruals)

Accruals and deferred income (rent incentive accrual)

Lease liabilities

Net impact on retained earnings

As at 
31 March 
2019
£’000

–

167

10,906

(6,490)

(453)

–

25,708

IFRS16 
adjustment
£’000

9,102

114

(499)

166

323

(9,737)

(531)

£’000

8,919

183

9,102

Adjusted 
balance
£’000

9,102

281

10,407

(6,324)

(130)

(9,737)

25,177

59

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

2. CHANGES IN ACCOUNTING POLICIES continued

The change in accounting policy has also resulted in operating lease costs previously shown in administration expenses within the Income 
Statement being replaced with depreciation (which is contained within administration expenses) and finance costs related to the right of use 
assets. For the 18 month period ended 30 September 2020, deprecation and impairment of right of use assets reported within administration 
expenses is £3,523,000 and the interest cost of right of use assets reported in finance costs is £614,000. The table below show the amount of 
adjustment for each financial statement line item affected by the application of IFRS 16 for the current period.

Increase in depreciation of right-of-use asset

Increase in impairment of right-of-use asset

Increase in finance costs

Decrease in other operating expenses

Impact on profit

18 months to 
30 September 
2020
£’000

(3,483)

(40)

(614)

4,259

122

Practical expedients applied
In applying IFRS 16 – Leases for the first time, the Group has used the following practical expedients permitted by the standard:

•  the use of a single discount rate for a portfolio of leases with reasonably similar characteristics

•  reliance on previous assessments of whether leases are onerous

•  accounting for low value operating leases and operating leases with a remaining term of less than 12 months at 1 April 2019 on a straight 

line basis as an expense without recognizing a right-of-use asset or a lease liability

•  the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains, a lease at the date of initial application. Instead for contracts 
entered into before the transition date the Group relied on its assessment made applying IAS 17 – Leases and IFRIC 4 – Determining whether 
an Arrangement contains a Lease

Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-
of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease 
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments 
made at or before the commencement date less any lease incentives received. Unless the Group is certain to obtain ownership of the leased 
asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated 
useful life and the lease term. Right-of-use assets are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made 
over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, 
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease 
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for 
terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on 
an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date. After 
the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments 
made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the 
in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

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Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or 
less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption 
to leases that are considered of low value (under £5,000). Lease payments on short-term leases and leases of low-value assets are recognised 
as expense on a straight-line basis over the lease term.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), 
as adopted by the European Union.

The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been 
measured at fair value. The consolidated financial statements are presented in pounds sterling which is the functional currency of the parent 
and presentational currency of the Group. All values are rounded to the nearest thousand (£000), except when otherwise indicated.

3.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiary undertakings (as detailed 
above). The financial information of all Group companies is adjusted, where necessary, to ensure the use of consistent accounting policies. In 
line with IFRS10, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee 
and has the ability to affect those returns through its power over the investee.

3.3 Going Concern
The Company has prepared the financial statements on a going concern basis, with due consideration to the unprecedented impact of 
COVID-19 on the economy and society. The Board has considered the impact of COVID-19 on each balance sheet item and conducted a going 
concern review to ensure this basis remains appropriate.

In the 18 month period to September 2020 the Company traded profitably with profit before tax of £9.2m and repaid its debt facility in full.

The Company has significant cash resources at 30 September 2020 of £15.9m and access to an undrawn £10m revolving credit facility with 
an expiry date of March 2023. The Company has successfully applied for government support grants including the Coronavirus Job Retention 
Scheme and Retail Grants. The grant support received in the period to September 2020 was c£3.5m. The company also took advantage of the 
VAT deferral scheme and was awarded business rates relief in respect of a number of its branches.

The Company’s activities include services deemed essential services by the government and therefore the Company’s stores are able to open 
in the event of a further lockdown. The Company’s essential services include pawnbroking, foreign currency, money transfer and cheque 
cashing. The Company has a strong asset base and the ability to generate cash quickly through the sale of jewellery stock for its intrinsic value 
or by restricting new pawnbroking lending.

The Board have conducted an extensive review of forecast earnings and cash for the period to 31 December 2021, considering various 
scenarios and sensitivities given the COVID-19 situation and uncertainty around the future economic environment.

One such stress test scenario was to model the closure of all stores for the period to 31 December 2021. This scenario is deemed implausible 
given the essential services categorisation of some of the Company’s services and the fact that income has already been generated in the 
period elapsed since 30 September 2020 to date.

This scenario assumes that there is no revenue generation at all. The only cost reduction applied to this scenario are variable costs linked to 
revenue generation (such as the cost of taking payments and handling cash), and discretional spending, for example advertising. All budgeted 
capital expenditure and dividends were assumed to be suspended. This scenario assumes only £0.6m of further government support, despite 
the now confirmed extension of the Coronavirus Job Retention scheme up to March 2021. The scenario also did not include the further 
mitigating actions that could be taken. Further mitigation could include online income generation, staff redundancies, and exit of certain 
store leases. Further options to improve liquidity, which are outside management’s control, would be the ability to defer/renegotiate creditor 
payments (including rents), the opportunity to access increased government support, including for example CBILs, increase bank lending and/
or relax the cash covenant on the existing £10m RCF facility, or an equity raise.

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The output of this scenario without considering the available mitigation, was that the Company had enough resources to pay the costs due 
throughout the period despite no income. This was due to the strong cash balance at the start of the going concern period of £15.9m and the 
ability to realise cash from inventory and pawnbroking assets.

Given the extreme stress test modelling the Board have been able to conclude that they a reasonable expectation that the Company has 
adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis 
in preparing the financial statements. The going concern assessment covers the period to 31 December 2021.

3.4 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the 
consideration transferred which represents the fair value of the assets transferred and liabilities incurred or assumed. Acquisition related costs 
are expensed as incurred and included in administrative expenses.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair value of the identifiable 
assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the 
Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures 
used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net 
assets acquired over the aggregate consideration transferred, then the gain is recognised in the statement of comprehensive income as a gain 
on bargain purchase.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill 
acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units (CGU) that are 
expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

3.5 Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business 
combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated 
amortisation and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalised development costs, are 
not capitalised and expenditure is recognised in the statement of comprehensive income when it is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite and at each date of the statement of financial position no 
intangible assets are accorded an indefinite life.

Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication 
that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life 
are reviewed at least at the end of each reporting period.

Amortisation is calculated over the estimated useful lives of the assets as follows:

•  Customer relationships  – 40% reducing balance

•  Software 

– 20% straight line

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted 
for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation 
expense on intangible assets with finite lives is recognised in the statement of comprehensive income in the expense category consistent with 
the function of the intangible assets.

3.6 Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses (if any). All other repair 
and maintenance costs are recognised in the statement of comprehensive income as incurred.

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Depreciation is calculated over the estimated useful lives of the assets as follows:

•  Leasehold property 

•  Fixtures & fittings 

•  Computer equipment 

•  Motor vehicles 

– 

– 

– 

– 

straight line over the lease term

20% & 33% reducing balance

25% & 33% reducing balance

25% reducing balance

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use 
or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the 
carrying amount of the asset) is included in the statement of comprehensive income when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and 
adjusted prospectively, if appropriate.

3.7 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when 
annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the 
higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does 
not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset 
or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects 
current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, 
recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group’s CGUs to 
which the individual assets are allocated, which is usually taken to be each individual branch store. These budgets and forecast calculations are 
estimated for three years and extrapolated to cover a total period of ten years.

Impairment losses of continuing operations are recognised in the statement of comprehensive income in those expense categories consistent 
with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised 
impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable 
amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s 
recoverable amount since the last impairment loss was recognised.

The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that 
would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for the asset in prior years. Such 
reversal is recognised in the Statement of Comprehensive income unless the asset is carried at a revalued amount, in which case the reversal 
is treated as a revaluation increase.

Goodwill
Goodwill is tested for impairment at the end of each accounting period and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. 
Where the recoverable amount of the cash-generating unit is less than their carrying amount, an impairment loss is recognised. Impairment 
losses relating to goodwill cannot be reversed in future periods.

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3.8 Inventories
Inventories comprise of electronics, retail jewellery and precious metals held to be scrapped and are valued at the lower of cost and net 
realisable value.

Cost represents the purchase price plus overheads directly related to bringing the inventory to its present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs 
to sell.

3.9 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets
Financial assets are all recognised and derecognised on a trade date basis. All recognised financial assets are measured and subsequently 
measured at amortised cost or fair value depending on the classification of the financial asset.

Classification of financial assets
Financial assets that meet the following criteria are measured at amortised cost:

•  the financial asset is held within the business model whose objective is to hold financial assets in order to collect contractual cash flows; 

and

•  the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on 

the principal amount outstanding.

In accordance with IFRS 9 Financial Instruments the Group has classified its financial assets as amortised cost, no financial assets have been 
classified as FVTOCI or FVTPL at the reporting dates for 2020 and 2019.

The effective interest method is used to calculate the amortised cost of debt instruments by allocating interest income over the relevant period.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition less the principal 
repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the 
maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset 
before adjusting for any loss allowance.

Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand, foreign currency held for resale and 
short term deposits held with banks with a maturity of three months or less from inception.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash, foreign currency held for resale 
and short-term deposits as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s 
cash management.

Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost. The amount of 
credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition. 
However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group recognises the 
12 month expected credit losses. As pawnbroking loans are typically over a six month term the lifetime credit losses are usually the same as 
the 12 month expected credit losses.

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the 
risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the 
date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable 
and supportable including historical experience.

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The measurement of expected credit losses is a function of the probability of default, and the loss (if any) on default. The assessment of the 
probability of default is based on historical data. The loss on default is based on the assets gross carrying amount less any realisable security 
held. The expected credit loss calculation considers both the interest income and the capital element of the pawnbroking loans. Details of the 
key assumptions for pawnbroking expected credit losses are given in note 4.

Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the 
financial asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the assets carrying 
amount and the sum of the consideration received and receivable is recognised in the Statement of Comprehensive Income.

Financial liabilities
Debt and equity instruments are classified as either financial liabilities or equity in accordance with the substance of the contractual 
arrangements and the definitions of a financial liability and equity instrument.

All financial liabilities are recognised initially at amortised cost or at fair value through profit and loss (FVTPL).

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial 
instruments.

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate 
method (EIR). Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised as well as 
through the (EIR) amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the 
EIR. The EIR amortisation is included in finance costs in the Statement of Comprehensive Income.

Only the Group’s derivative financial instruments are classified as financial liabilities at fair value through profit or loss.

Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in the Statement of 
Comprehensive Income. The net gain or loss recognised in the Statement of Comprehensive Income incorporates any interest paid on the 
financial liability.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial 
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially 
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The 
difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income.

Offsetting of financial instruments
Financial assets and financial liabilities are offset with the net amount reported in the Statement of Financial Position only if there is a current 
enforceable legal right to offset the recognised amounts and intent to settle on a net basis, or to realise the assets and settle the liabilities 
simultaneously.

3.10 Fair value measurement
The Group measures financial instruments, such as derivatives, at fair value at the date of each statement of financial position.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants 
at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, 
assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, 
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

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All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy. 
This is described, as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•  Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities

•  Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

•  Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

3.11 Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement 
of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted or 
substantively enacted by the date of the statement of financial position.

Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet 
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to 
the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets 
and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other 
than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the date of each statement of financial position and reduced to the extent that it is no 
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled or the asset is realised. 
Deferred tax is charged or credited in the Consolidated Statement of Comprehensive Income, except when it relates to items charged or 
credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax is recognised on an undiscounted basis.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities 
when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a 
net basis.

3.12 Leases
At interception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract 
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract 
conveys the right to control the use of an identified asset, the Group assesses whether:

The contract involves the use of an identifier asset – this may be specified explicitly or implicitly, and should be physically distinct or represent 
substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

•  The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

•  The Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant 
to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used 
is predetermined, the Group has the right to direct the use of the asset if either: The Group has the right to operate the asset; or

•  The Group designed the asset in a way that predetermines how and for what purpose it will be used.

As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at 
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus 
any initial direct costs incurred and an estimate costs to dismantle and remove the underlying asset or to restore the underlying asset or the 
site on which it is located, less any lease incentives received.

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The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of 
the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the 
same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and 
adjusted for certain remeasurements of the lease liability.

The lease liability initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using 
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group 
uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

•  Fixed payments, including in-substance fixed payments;

•  Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

•  Amounts expected to be payable under a residual value guarantee; and

The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if 
the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably 
certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease 
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a 
residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is 
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 
12 months or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with these 
leases as an expense on a straight-line basis over the lease term.

3.13 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an 
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount 
of the obligation. Provisions are measured using the directors’ best estimate of the expenditure required to settle the obligation at the date of 
each statement of financial position.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the 
risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

All of the group’s premises are leased under operating leases. The majority of the leases include an end of lease rectification clause to return 
the property to its original state. No provision is made until a board decision has been taken to either terminate or not to renew the lease. 
Additionally, the group maintains stores to a high standard and completes any necessary repairs and maintenance on a timely basis using the 
in-house property department and external contractors. These costs are expensed as incurred.

3.14 Pensions and other post-employment benefits
The company operates a defined contribution pension scheme. The assets of the scheme are held and administered separately from those 
of the Group. Contributions payable for the year are charged in the statement of comprehensive income. Total contributions for the year are 
disclosed in note 9 to the accounts. Differences between contributions payable in the year and contributions actually paid are shown as either 
accruals or prepayments in the Statement of Financial Position.

3.15 Employee share incentive plans
The group grants equity settled share option rights to the parent entity’s equity instruments to certain directors and senior staff members 
under a LTIP (Long term incentive Plan). The employee share options are measured at fair value at the date of grant by the use of either the 
Black- Scholes Model or a Monte Carle model depending on the vesting conditions attached to the share option. The fair value is expensed on 
a straight line basis over the vesting period based on an estimate of the number of options that will eventually vest.

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3.16 Revenue recognition
The major sources of revenue come from the following:

•  Pawnbroking

•  Foreign currency exchange

•  Purchase of precious metals

•  Retail jewellery sales

•  Income from other financial services

Pawnbroking revenue is recognised in accordance with IFRS 9, whereas revenue from other sources is recognised in accordance with IFRS 15.

Pawnbroking revenue
Revenue from pawnbroking comprises interest on pledge loan books and comprises the following two distinct components:

Contractual interest earned:
Contractual interest is earned on pledge loans up to the point of redemption or the end of the primary contract term. Interest receivable 
on loans is recognised as interest accrues by reference to the principle outstanding and the effective rate applicable, which is the rate that 
discounts the estimated cash receipts through the expected life of the financial asset to that asset’s net carrying value.

Revenue arising from the disposal of unredeemed pledge contracts:
When a customer defaults on a pawnbroking loan, the unredeemed pledge contracts are recognised as inventory. Revenue is recognised on the 
subsequent sale of the pledged assets supporting the pledge contract under IFRS 15.

Foreign currency exchange income
Revenue is earned in respect of the provision of Bureau de Change facilities offered and represents the margin earned which is recognised at 
the point the currency is collected by the customer as this represents when the service provided under IFRS 15 has been delivered.

Sale of precious metals acquired via over the counter purchases
Revenue is recognised when control of the goods has transferred, being at the point the goods are received by the bullion dealer and a sell 
instruction has been issued. If a price has been fixed in advance of delivery, revenue is recognised at the point the goods are received by the 
bullion dealer.

Jewellery retail sales
Revenue is recognised at the point the goods are transferred to the customer and full payment has been received. Customers either pay in 
full at the time of the transaction and receive the goods, or pay in instalments and receive the goods once the sale is fully paid. Instalment 
payments are recognised as deferred income until the item is fully paid. The Company has a 7 day refund policy in store, and a 14 day refund 
policy online reflecting the distance selling regulations.

Other financial income
Other financial income comprises cheque cashing, buyback and other miscellaneous revenues. Cheque cashing revenue is recognised when 
the service is provided under IFRS 15 which includes making a payment to the customer. Buyback revenue relates to the sale of items to 
a customer, either the person who originally sold that item to the business, or to a third party. Revenue is recognised when the goods are 
transferred to the customer. Full payment is taken at the time or prior to transferring the goods.

3.17 Administrative expenses
Administrative expenses includes branch staff and establishment costs.

3.18 Government grants
Government grants that are a contribution to a specific administrative expense are recognised in the income statement as a reduction to 
administrative expenses in the period to which the expense relates. Other government grants are recognised as other income when there is 
reasonable assurance that the entity will comply with the conditions and the grants will be received.

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The grants recognised in the financial statements all relate to Covid-19 support with job retention scheme support shown net of the wage 
cost in administrative expenses and retail grants shown as other income. There are no unfulfilled conditions and contingencies attaching to 
recognised grants.

Other income

Administrative expenses

Total

FP20
£’000

725

2,769

3,494

FY19
£’000

–

–

–

Any grants recognised in the Statement of Comprehensive Income but not received are included within the Statement of Financial position 
under Trade and other Receivables

4. KEY SOURCES OF ESTIMATION UNCERTAINTY AND SIGNIFICANT ACCOUNTING JUDGEMENTS

The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that 
affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent 
liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying 
amount of assets or liabilities affected in future periods.

4.1 Key sources of estimation uncertainty
Revenue recognition – pawnbroking loans interest and impairment
The group recognises interest on pawnbroking loans as disclosed in note 3.16. The pawnbroking loans interest accrual (pledge accrual) is 
material and is dependent on the estimate that the Group makes of both the expected level of the unredeemed pawnbroking loans and the 
ultimate realisation value for the pledge assets supporting those loans. An assessment is made on a pledge by pledge basis of the carrying 
value represented by original capital loaned plus accrued interest to date and its corresponding realisation value on sale of unredeemed 
pledges to identify any deficits. The principle estimates within the loan interest accrual are;

1. Non Redemption Rate
This is based upon current and historical data held in respect of non-redemption rates.

2. Realisation Value
This based upon either;

•  The current price of the metal that will be received through the sale of the metal content via disposal through a bullion dealer.

•  The expected resale value of those jewellery items within the pledge that can be retailed through the branch network.

See note 14 for further details on pawnbroking credit risk and provision values, including sensitivity.

Impairment of property, plant and equipment, right-of-use assets and intangible assets estimate
Determining whether property, plant and equipment, right-of-use and intangibles are impaired requires an estimation of the value in use of 
the CGU to which the assets have been allocated. The value in use calculation requires the Group to estimate the future cash flows expected 
to arise from the CGU and selecting a suitable discount rate in order to calculate present value. The review is conducted annually, in the final 
quarter of the year. The impairment review is conducted at the level of each CGU, which is usually taken to be each individual branch store.

69

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

4. KEY SOURCES OF ESTIMATION UNCERTAINTY AND SIGNIFICANT ACCOUNTING JUDGEMENTS continued

Management have determined that the key sources of estimation uncertainty, to which the impairment analysis of property plant and 
equipment, right-of-use assets and intangible assets is most sensitive, relate to the following assumptions:

1. 

 The Group prepares cash flow forecasts for each branch. Cash flows represent management’s estimate of the revenue of the relevant CGU, 
based upon the specific characteristics of the branch and its stage of development.

2. 

 The Group has discounted the forecast cash flows at a pre-tax, risk adjusted rate of 12%.

It is reasonably possible, on the basis of existing knowledge, that outcomes within the next financial year are different from the assumptions 
made in relation to future cash flows, which could require a material adjustment to the carrying amount of the assets affected. The carrying 
amounts for tangible assets, right-of use assets and intangible assets are disclosed in notes 11 &12. Whilst the impairment review has 
been conducted based on the best available estimates at the impairment review date, the Group notes that actual events may vary from 
management expectation.

Where the recoverable amount of the CGU was estimated to be less than its carrying amount, the carrying amount of the CGU was reduced to 
the estimated recoverable amount. 

4.2 Significant accounting judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant 
effect on the amounts recognised in the consolidated financial statements:

Taxes judgement
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the 
losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, 
based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

5. SEGMENTAL ANALYSIS

The group’s revenue from external customers is shown by geographical location below:

Revenue

United Kingdom

Other

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

76,856

82

76,938

46,707

78

46,785

The Group’s assets are located entirely in the United Kingdom therefore, no further geographical segments analysis is presented. The Group is 
organised into operating segments, identified based on key revenue streams, as detailed in the CEO’s review.

The Group’s revenue is analysed below between revenue from contracts with customers and other sources which comprises interest income 
earned on pawnbroking loans. 

Revenue

Contracts with customers

Pawnbroking interest income

70

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

64,267

12,671

76,938

39,543

7,242

46,785

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

5. SEGMENTAL ANALYSIS continued

Revenue

Pawnbroking

Purchases of precious metals

Retail Jewellery sales

Foreign currency margin

Income from other financial services

Total revenue

Gross profit

Pawnbroking

Purchases of precious metals

Retail Jewellery sales

Foreign currency margin

Income from other financial services

Total gross profit

Other income

Administrative expenses

Finance costs

Gain on fair value of derivative financial liability

Profit before tax

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

18,911

23,024

17,109

14,859

3,035

76,938

10,544

12,343

9,771

11,585

2,542

46,785

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

12,248

9,856

7,701

14,859

2,485

47,149

725

7,520

4,801

5,039

11,585

1,577

30,522

–

(37,858)

(23,939)

(795)

–

9,221

(131)

40

6,492

Income from other financial services comprises of cheque cashing fees, electronics & buybacks, agency commissions on miscellaneous 
financial products.

Revenue from the purchases of precious metals is currently from one bullion dealer. There is no reliance on key customers in other 
revenue streams.

The Group is unable to meaningfully allocate administrative expenses, or financing costs or income between the segments. Accordingly, the 
Group is unable to meaningfully disclose an allocation of items included in the Consolidated Statement of Comprehensive income below Gross 
profit, which represents the reported segmental results. 

71

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

5. SEGMENTAL ANALYSIS continued

Other information

Tangible & intangible capital additions (*)

Depreciation and amortisation (*)

Assets

Pawnbroking

Purchase of precious metals

Retail Jewellery sales

Foreign currency margin

Income from other financial services

Unallocated (*)

Liabilities

Pawnbroking

Purchase of precious metals

Retail Jewellery sales

Foreign currency margin

Income from other financial services

Unallocated (*)

30 September
2020
£’000

31 March
2019
£’000

2,045

2,854

2020
£’000

9,685

1,664

9,707

5,692

145

25,516

52,409

375

3

2,130

471

438

13,437

16,854

3,431

1,372

2019
£’000

11,363

1,492

9,085

7,566

591

13,767

43,864

284

4

1,286

2,402

525

8,455

12,956

(*)   The Group cannot meaningfully allocate this information by segment due to the fact that all segments operate from the same stores and 

the assets in use are common to all segments.

Fixed assets are therefore included in the unallocated assets balance.

6. FINANCE COSTS

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

181

614

795

130

1

131

Interest on debts and borrowings

Lease charges

Total finance costs

72

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

7. PROFIT BEFORE TAXATION HAS BEEN ARRIVED AT AFTER CHARGING/(CREDITING)

Depreciation of property, plant and equipment reported within:

– Administrative expenses

Impairment of property, plant and equipment reported within:

– Administrative expenses

Depreciation of right of use of assets reported within:

– Administrative expenses

Impairment of right of use of assets reported within:

– Administrative expenses

Amortisation of intangible assets reported within:

– Administrative expenses

Impairment of intangible assets reported within:

– Administrative expenses

Loss on disposal of property, plant and equipment

Cost of inventories recognised as an expense

Staff costs (see note 9)

Foreign currency exchange losses/(gains)

Operating lease payments

Auditor’s remuneration

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

2,004

1,215

234

 3,483

 40

524

92

185

28,688

19,374

212

–

189

–

–

–

157

–

74

15,711

12,250

85

3,165

90

The Company and Group audit fees are borne by a subsidiary undertaking, Ramsdens Financial Limited. There were no fees payable to the 
Company’s auditor in respect of non-audit services.

Other Income – relates to the receipt of retail grants from HM Government arising from Covid-19.

8. EARNINGS PER SHARE

Profit for the period/year

Weighted average number of shares in issue

Earnings per share (pence)

Weighted average number of dilutive shares 

Effect of dilutive shares on earnings per share (pence)

Fully Diluted earnings per share (pence)

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

7,118

5,160

30,837,653

30,837,653

23.1

805,554

(0.6)

22.5

16.7

805,554

(0.4)

16.3

73

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

9. INFORMATION REGARDING DIRECTORS AND EMPLOYEES

Directors’ emoluments

18 months to 30 September2020

12 months to 31 March 2019

Emoluments

Pension

LTIP

Total Emoluments

Pension

LTIP

Total

Executive

Peter Kenyon

Martin Clyburn

Non Executive

Andrew Meehan

Simon Herrick

Steve Smith

Total

361

253

99

72

60

845

15

21

–

–

–

36

102

54

–

–

–

478

328

99

72

60

156

1,037

232

158

63

46

39

538

Included in administrative expenses:

Wages and salaries

Social security costs

Share option scheme

Pension costs

Total employee benefits expense

The average number of staff employed by the group during the financial period amounted to:

Head Office and management

Branch Counter staff 

10

13

–

–

–

23

64

34

–

–

–

98

306

205

63

46

39

659

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

16,852

1,665

398

459

19,374

10,997

783

221

249

12,250

18 months to 
30 September
2020
No.

12 months to 
31 March
2019
No.

103

647

750

91

546

637

74

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

10. INCOME TAX

The major components of income tax expense are:

Consolidated statement of comprehensive income

Current income tax:

Current income tax charge

Adjustments in respect of current income tax of previous year

Deferred tax:

Relating to origination and reversal of temporary differences

Income tax expense reported in the statement of comprehensive income

18 months to
 30 September
2020
£’000

12 months to 
31 March
2019
£’000

2,060

86

2,146

(43)

2,103

1,373

(39)

1,334

(2)

1,332

A reconciliation between tax expense and the product of accounting profit multiplied by the UK domestic tax rate is as follows:

Profit before income tax

UK corporation tax rate at 19% (2018: 19%)

Expenses not deductible for tax purposes

Prior period adjustment

Income tax reported in the statement of comprehensive income

Deferred tax
Deferred tax relates to the following:

Deferred tax assets

Share based payments

Deferred tax assets

Deferred tax liabilities

Accelerated depreciation for tax purposes

Other short-term differences

Deferred tax liabilities

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

9,221

1,752

265

86

2,103

6,492

1,233

138

(39)

1,332

 30 September
2020
£’000

 31 March
2019
£’000

182

182

13

10

23

167

167

41

99

140

75

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020 30 September
2020
£’000

 31 March
2019
£’000

(27)

 (43) 

 (89)

(159)

31

(2)

(56)

(27)

Total
£’000

9,352

1,787

(752)

10,387

3,867

2,004

234

(563)

5,542

4,845

5,485

Notes to the consolidated financial statements

10. INCOME TAX continued

Reconciliation of deferred tax liabilities net

Opening balance as of 1 April

Deferred tax recognised in the statement of comprehensive income

Other deferred tax

Closing balance as at 30 September

Factors affecting tax charge
The standard rate of UK corporation tax for the period was 19% (2019: 19%).

11. PROPERTY, PLANT AND EQUIPMENT

Cost

At 1 April 2019

Additions

Disposals

At 30 September 2020

Depreciation

At 1 April 2019

Depreciation charge for the period  

Impairment

Disposals

At 30 September 2020

Net book value

At 30 September 2020

At 31 March 2019

Leasehold 
property
£’000

Fixtures 
& Fitting
£’000

Computer 
equipment
£’000

Motor 
vehicles
£’000

5,253

1,060

(214)

6,099

2,375

1,056

177

(169)

3,439

2,660

2,878

3,427

612

(506)

3,533

1,241

753

57

(371)

1,680

1,853

2,186

632

115

(32)

715

242

184

–

(23)

403

312

390

40

–

–

40

9

11

–

–

20

20

31

76

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

11. PROPERTY, PLANT AND EQUIPMENT continued

Right of Use of Assets

Cost

At 1 April 2019

Additions

Disposals 

At 30 September 2020

Depreciation

At 1 April 2019

Depreciation Charge for the period

Impairment

At 30 September 2020

Net Book Value

At 30 September 2020

At 1 April 2019

12. INTANGIBLE ASSETS

Cost 

At 1 April 2019

Additions

At 30 September 2020

Amortisation

At 1 April 2019

Amortisation charge for the period

Impairment

At 30 September 2020

Net book value

At 30 September 2020

At 31 March 2019

Leasehold 
Property
£’000

Motor 
Vehicles
£’000

8,919

3,136

(297)

11,758

–

3,320

40

3,360

8,398

8,919

183

118

–

301

–

163

–

163

138

183

Customer 
relationships
£’000

Website
£’000

Goodwill
£’000

1,885

245

2,130

1,212

499

19

1,730

400

673

79

13

92

50

25

–

75

17

29

526

–

526

–

–

73

73

453

526

Total
£’000

9,102

3,254

 (297)

12,059

–

3,483

40

3,523

8,536

 9,102

Total
£’000

2,490

258

2,748

1,262

524

92

1,878

870

1,228

Customer relationship additions relate to £245,000 paid for the pawnbroking customer lists purchased during the period

13. INVESTMENTS

The Group has a minor holding in Big Screen Productions 5 LLP.

Big Screen Productions 5 LLP, whilst still trading, has wound down its operations and made a capital distribution equivalent to the value of the 
carrying value of the investment in 2015. The investment now has a £nil carrying value.

77

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

13. INVESTMENTS continued

Group Investments
Details of the investments in which the group and company holds 20% or more of the nominal value of any class of share capital are as follows:

Name of company

Holding

Proportion of 
voting rights and 
shares held

Activity

Subsidiary undertaking

Ramsdens Financial Limited 
(Registered office: Unit 16 Parkway Centre, 
Coulby Newham, TS8 0TJ)

Ordinary Shares

100%

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Supply of foreign exchange services, pawnbroking, 
purchase of gold jewellery, jewellery retail and related 
financial services.

Fair value 
through 
statement of 
comprehensive 
income
£’000

–

–

–

–

–

Fair value 
through 
statement of 
comprehensive 
income
£’000

–

–

–

–

–

Loans and 
receivables
£’000

8,120

15,873

–

–

23,993

Loans and 
receivables
£’000

9,944

13,420

–

–

23,364

Financial 
liabilities at 
amortised 
cost
£’000

–

–

(5,470)

–

(5,470)

Financial 
liabilities at 
amortised 
cost
£’000

–

–

(5,553)

(5,184)

(10,737)

Book 
Value
£’000

8,120

15,873

(5,470)

–

18,523

Book
Value
£’000

9,944

13,420

(5,553)

(5,184)

12,627

Fair 
Value
£’000

8,120

15,873

(5,470)

–

18,523

Fair
Value
£’000

9,944

13,420

(5,553)

(5,184)

12,627

At 30 September 2020

Financial assets

Trade and other receivables

Cash and cash equivalents

Financial liabilities

Trade and other payables

Borrowings

Net financial assets/(liabilities)

At 31 March 2019

Financial assets

Trade and other receivables

Cash and cash equivalents

Financial liabilities

Trade and other payables

Borrowings

Net financial assets/(liabilities)

Trade and other receivables shown above comprises trade receivables, other receivables and pledge accrued income as disclosed in note 16.

Trade and other payables comprise of trade payables, other payables and accruals as disclosed in notes 18 & 19

Borrowings comprises of bank borrowings and lease liabilities, disclosed in notes 18 & 19.

78

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued

Loans and receivables are non-derivatives financial assets carried at amortised cost which generate a fixed or variable interest income for 
the Group. The carrying value may be affected by changes in the credit risk of the counterparties.

Management have assessed that for cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current 
liabilities their fair values approximate to their carrying amounts largely due to the short-term maturities of these instruments. Book values are 
deemed to be a reasonable approximation of fair values.

Financial Risks
The Group monitors and manages the financial risks relating to the financial instruments held. The principal risks include credit risk on financial 
assets, and liquidity and interest rate risk on financial liability borrowings. The key risks are analysed below.

Credit risk
Pawnbroking loans
Pawnbroking loans are not credit impaired at origination as customers are expected to repay the capital plus interest due at the contractual 
term. The Group is exposed to credit risk through customers defaulting on their loans. The key mitigating factor to this risk is the requirement 
for the borrower to provide security (the pledge) in entering a pawnbroking contract. The security acts to minimise credit risk as the pledged 
item can be disposed of to realise the loan value on default.

The Group estimates that the current fair value of the security is equal to the current book value of pawnbroking receivables.

In addition to holding security, the Group further mitigates credit risk by:

1) 

 Applying strict lending criteria to all pawnbroking loans. Pledges are rigorously tested and appropriately valued. In all cases where the 
Group lending policy is applied, the value of the pledged items is in excess of the pawn loan.

2) 

 Seeking to improve redemption ratios. For existing customers, loan history and repayment profiles are factored into the loan making 
decision. The Group has a high customer retention ratio and all customers are offered high customer service levels.

3) 

 The carrying value of every pledge comprising the pawnbroking loans is reviewed against its expected realisation proceeds should it not be 
redeemed and expected credit losses are provided for based on current and historical non redemption rates.

The Group continually monitors, at both store and at Board level, its internal controls to ensure the adequacy of the pledged items. The key 
aspects of this are:

•  Appropriate details are kept on all customers the Group transacts with;

•  All pawnbroking contracts comply with the Consumer Credit Act 2006;

•  Appropriate physical security measures are in place to protect pledged items; and

•  An internal audit department monitors compliance with policies at the Group’s stores.

Expected Credit losses
The Group measures loss allowances for pawnbroking loans using IFRS 9 expected credit losses model. The Group’s policy is to begin the 
disposal process one month after the loan expiry date unless circumstances exist indicating the loan may not be credit impaired. 

Category

Performing

Gross 
amount
£’000

8,753

Loss 
allowance
£’000

1,269

Net carrying 
amount
£’000 

7,484

79

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued

The pawnbroking expected credit losses which have been provided on the period end pawnbroking assets are:

At 1 April 2018

Utilised in the period

Statement of comprehensive income charge 

At 31 March 2019

Utilised in the period 

Statement of comprehensive income charge

Balance at 30 September 2020

Pawnbroking 
Trade 
Receivables
£’000

342

(342)

 393

393

(390)

1,266

1,269

Expected credit losses have increased due to higher than usual past due pawnbroking loans which is a result of the Group’s decision to offer 
further time to customers before commencing the realisation process in line with FCA guidance following the impact of Covid-19.

A 1% increase/(decrease) in the Group’s redemption ratio is a reasonably possible variance based on historical trends and would result in an 
impact on Group pre-tax profit of £7k/(£7k).

The ageing of the Pawnbroking trade receivables excluding those in the course of realisation is as follows:

Within contractual term

Past due

 30 September
2020
£’000

4,989

1,559

6,548

 31 March
2019
£’000

6,611

1,032

7,643

Cash and cash equivalents
The cash and cash equivalents balance comprise of both bank balances and cash floats at the stores. The bank balances are subject to 
very limited credit risk as they are held with banking institutions with high credit ratings assigned by international credit rating agencies. The 
cash floats are subject to risks similar to any retailer, namely theft or loss by employees or third parties. These risks are mitigated by the 
security systems, policies and procedures that the Group operates at each store, the Group recruitment and training policies and the internal 
audit function.

Market risk
Pawnbroking trade receivables
The collateral which protects the Group from credit risk on non-redemption of pawnbroking loans is principally comprised of gold, jewellery 
items and watches. The value of gold items held as security is directly linked to the price of gold. The Group is therefore exposed to adverse 
movements in the price of gold on the value of the security that would be attributable for sale in the event of default by the borrower.

The Group considers this risk to be limited for a number of reasons. First of all, the Group applies conservative lending policies in pawnbroking 
pledges reflected in the margin made on retail sales and scrap gold when contracts forfeit. The Group is also protected due to the short term 
value of the pawnbroking contract. In the event of a significant drop in the price of gold, the Group could mitigate this risk by reducing its 
lending policy on pawnbroking pledges, by increasing the proportion of gold sold through retail sales or by entering gold hedging instruments. 
Management monitors the gold price on a constant basis.

80

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued

Considering areas outside of those financial assets defined under IFRS 9, the Group is subject to higher degrees of pricing risk. The price of 
gold will affect the future profitability of the Group in three key ways:

1) 

 A lower gold price will adversely affect the scrap disposition margins on existing inventory, whether generated by pledge book forfeits or 
direct purchasing. While scrap profits will be impacted immediately, retail margins may be less impacted in the short term.

2) 

 While the Group’s lending rates do not track gold price movements in the short term, any sustained fall in the price of gold is likely to cause 
lending rates to fall in the longer term thus potentially reducing future profitability.

3) 

 A lower gold price may reduce the attractiveness of the Group’s gold purchasing operations.

Conversely, a lower gold price may dampen competition as lower returns are available and hence this may assist in sustaining margins and 
volumes.

Financial assets
The Group is not exposed to significant interest rate risk on the financial assets, other than cash and cash equivalents, as these are lent at fixed 
rates, which reflect current market rates for similar types of secured or unsecured lending, and are held at amortised cost.

Cash and cash equivalents are exposed to interest rate risk as they are held at floating rates, although the risk is not significant as the interest 
receivable is not significant.

Liquidity risk
Cash and cash equivalents
Bank balances are held on short term/no notice terms to minimise liquidity risk.

Trade and other payables
Trade and other payables are non-interest bearing and are normally settled on 30 day terms, see note 18.

Borrowings
The maturity analysis of the cash flows from the group’s borrowing arrangements that expose the group to liquidity risk are as follows:

As at 30 September 2020

Bank borrowings

Lease Liabilities

Trade and other payables 

Total

As at 31 March 2019

Bank borrowings 

Obligations under finance leases

Trade and other payables 

Total

<3 months
£’000

3-12 months
£’000

1-5 years 
£’000

–

    442

3,847

4,289

–

2,006

–

2,006

–

5,642

–

5,642

<3 months
£’000

3-12 months
£’000

1-5 years
£’000

5,183

 1

4,648

9,832

–

–

–

–

–

–

–

–

>5 years
 £’000

–

2,369

–

2,369

>5 years
£’000

–

–

–

–

Total
£’000

–

10,459

  3,847

14,306

Total
£’000

5,183

 1

4,648

9,832

The interest charged on bank borrowings is based on a fixed percentage above LIBOR. There is therefore a cash flow risk should there be any 
upward movement in LIBOR rates. Assuming the £10million revolving credit facility was fully utilised then a 1% increase in the LIBOR rate would 
increase finance costs by £100,000 pre-tax and reduce post-tax profits by £81,000.

81

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

15. INVENTORIES

New and second hand inventory for resale (at lower of cost or net realisable value)

16. TRADE AND OTHER RECEIVABLES

Trade receivables – Pawnbroking

Trade receivables – other

Pledge accrued Income

Other receivables

Prepayments

17. CASH AND CASH EQUIVALENTS

Cash and cash equivalents

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits.

30 September
2020
£’000

13,360

31 March
2019
£’000

12,658

 30 September
2020
£’000

 31 March
2019
£’000

6,548

372

936

264

623

7,643

615

1,669

17

962

8,743

10,906

30 September
2020
£’000

15,873

31 March
2019
£’000

 13,420

Further details on financial instruments, including the associated risks to the Group and allowances for expected credit losses is provided in 
note 14.

18. TRADE AND OTHER PAYABLES (CURRENT)

Trade payables

Other payables

Income tax liabilities

Other taxes and social security

Accruals

Deferred income

Bank borrowings

Lease liability 

Obligations under finance leases

Terms and conditions of the above financial liabilities:

•  Trade and other payables are non-interest bearing and are normally settled on up to 60-day terms

For explanations on the Group’s liquidity risk management processes, refer to note 14.

82

30 September
2020
£’000

3,153

594

 1,157

566

2,069

40

–

2,005

–

9,584

31 March
2019
£’000

4,225

423

689

216

1,144

482

5,183

–

1

12,363

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

18. TRADE AND OTHER PAYABLES (CURRENT) continued

Bank borrowings
The RCF facility was renewed during 2020 an option agreement for a term for a further 3 years. Details of the facility are as follows: 

Key Term 

Facility 

Total facility size 

Termination date 

Utilisation 

Interest 

Description

Revolving Credit Facility with Clydesdale Bank Plc (trading as Yorkshire Bank)

£10m

March 2023 

The £10m facility is available subject to the ratio of cash at bank in hand (inclusive of currency 
balances) to the RCF borrowing exceeding 1.5 as stipulated in the banking agreement.

Interest is charged on the amount drawn down at 2.4% above LIBOR rate when the initial drawdown is 
made and for unutilised funds interest is charged at 0.84% from the date when the facility was made 
available. The LIBOR rate is reset to the prevailing rate at every interest period which is typically one 
and three months.

Interest Payable 

Interest is payable at the end of a drawdown period which is typically between one and three months.

Repayments 

Security 

The facility can be repaid at any point during its term and re-borrowed.

The facility is secured by a debenture over all the assets of Ramsdens Financial Ltd and cross 
guarantees and debentures have been given by Ramsdens Holdings PLC.

Undrawn facilities

At 30 September 2020 the group had available £10m of undrawn committed facilities.

19. NON-CURRENT LIABILITIES 

Lease Liabilities

Accruals

Deferred income

Deferred tax (note 10)

20. LEASE LIABILITY

Lease Liabilities as at 1 April

Additions

Disposals

Interest

Payments

As at 30 September 2020 / 31 March 2019

Current lease liability

Non-current lease liability

30 September
2020
£’000

31 March
2019
£’000

7,094

–

153

23

7,270

2020
£’000

9,737

3,304

(297)

614

(4,259)

9,099

2,005

7,094

–

453

–

140

593

2019
£’000

–

–

–

–

–

–

–

–

83

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

20. LEASE LIABILITY continued

The table on the previous page also shows the movement in liabilities arising from financing activities, which in the current year comprises only 
of lease liabilities. The cash flows relating to financing activities for repayment of lease principal amounts is £3,645m. In the prior year, liabilities 
arising from financing activities included bank borrowings and obligations under finance leases. These were fully repaid during the year. 
Amounts repaid in the year are shown in the consolidated Statement of Cash Flows.

Short term lease payments recognised in administrative expenses total £296,000 for the period. The maturity analysis of lease liabilities is 
disclosed in note 14, the finance cost associated with lease liabilities is disclosed in note 6, and the depreciation and impairment of right-of-use 
assets associated with lease liabilities are disclosed is note 11. 

21. ISSUED CAPITAL AND RESERVES 

Ordinary shares issued and fully paid

At 31 March 2019 & 30 September 2020

No.

£’000

30,837,653

308

Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to 
stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents 
and equity attributable to the equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group has a debt 
facility as disclosed in note 18 but the facility was undrawn at the end of the period.

22. DIVIDENDS

Amounts recognised as distributions to equity holders in the year:

Final dividend for the year ended 31 March 2019 of 4.8p per share (31 March 2018 of 4.4p per share)

Interim dividend for the period ended 30 September 2020 at 2.7p per share (31 March 2019 of 2.4p)

Amounts proposed and not recognised:

No proposed final dividend for the year ended 30 September 2020 (31 March 2019 of 4.8p per share) 

2020
£’000

1,480

833

2,313

–

2019
£’000

1,357

740

2,097

1,480

The proposed final dividend is subject to approval at the Annual General Meeting accordingly has not been included as a liability in these 
financial statements.

23. PENSIONS

The company operates a defined contribution scheme for its directors and employees. The assets of the scheme are held separately from 
those of the company in an independently administered fund.

The outstanding pension contributions at 30 September 2020 are £57,000 (2019: £36,000).

84

RAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

24. RELATED PARTY DISCLOSURES

Ultimate controlling party
The Company has no controlling party.

Transactions with related parties
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed 
in this note.

Transactions with key management personnel
The remuneration of the directors of the company, who are the key management personnel of the Group, is set out below in aggregate:

Short term employee benefits

Post employment benefits

Share based payments

25. SHARE BASED PAYMENTS

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

1,183

61

240

1,484

772

39

151

962

The Company operates a Long-term Incentive Plan (LTIP). The charge for the year in respect of the scheme was:

LTIP

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

 398

221

The LTIP is a discretionary share incentive scheme under which the Remuneration Committee of Ramsdens Holdings PLC can grant options to 
purchase ordinary shares at nominal 1p per share cost to Executive Directors and other senior management. A reconciliation of LTIP options is 
set out below:

Outstanding at the beginning of the year

Granted during the period

Forfeited during the period

Exercised during the period

Outstanding at the end of the period

The options vest according to the achievement against two criteria:

Total Shareholder Return – TSR – 50% of options awarded

Earnings per Share – EPS – 50% of options awarded

Number of 
conditional 
Shares 

1,025,554

235,000

–

–

1,260,554

Weighted
average 
exercise price
in pence 

–

–

–

–

–

85

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the consolidated financial statements

25. SHARE BASED PAYMENTS continued

The Fair value of services received in return for share options granted is based on the fair value of share options granted and are measured 
using the Monte Carlo method for TSR performance condition as this is classified as a market condition under IFRS2 and using the Black 
Scholes method for the EPS performance condition which is classified as a non- market condition under IFRS2. The fair values have been 
computed by an external specialist and the key inputs to the valuation model were:

Model

Grant Date

Share Price

Exercise Price

Vesting period

Risk Free return

Volatility

Dividend Yield

Fair value of Option (£)

TSR Condition

EPS Condition

TSR Condition

EPS Condition

TSR Condition

EPS Condition

Monte Carlo

Black Scholes

Monte Carlo

Black Scholes

Monte Carlo

Black Scholes

16/07/2019

16/07/2019

02/07/2018

02/07/2018

13/03/2017

13/03/2017

£1.88

£0.01

£1.88

£0.01

£1.75

£0.01

£1.75

£0.01

£1.06

£0.01

£1.06

£0.01

2.71 years

2.71 years

2.75 years

2.75 years

3.05 years

3.05 years

0.5%

26%

3.9%

 0.52

0.5%

26%

3.9%

1.68

0.7%

30.0%

4.0%

0.46

0.7%

30.0%

4.0%

1.56

0.2%

27.0%

7.5%

0.39

0.2%

27.0%

7.5%

0.81

Early exercise of the options is permitted if a share award holder ceases to be employed by reason of death, injury, disability, or sale of the 
Company. The maximum term of the share options is 10 years.

26. POST BALANCE SHEET EVENTS

There were no post balance sheets events that require further disclosure in the financial statements.

86

RAMSDENS ANNUAL REPORT 2020Parent company statement of financial position
As at 30 September 2020

Assets

Non-current assets

Investments

Deferred tax

Current assets

Receivables

Cash and short term deposits

Total assets

Current liabilities

Trade and other payables

Net current assets

Total assets less current liabilities

Net assets

Equity

Issued capital

Share Premium 

Retained earnings

Total equity

30 September
2020
£’000

Notes

31 March
2019
£’000

D

E

F

G

H

8,046

182

8,228

4,438

7

4,445

12,673

293

293

4,152

12,380

12,380

308

4,892

7,180

12,380

7,804

167

7,971

3,708

7

3,715

11,686

152

152

3,563

11,534

11,534

308

4,892

6,334

11,534

The Profit after tax for the Company for the period ended 30 September 2020 was £2,765,000 (2019 year: £2,339,000).

These financial statements were approved by the directors and authorised for issue on 18 December 2020 and signed on their behalf by:

M A C LY B U R N
Chief Financial Officer

Company Registration Number: 8811656

87

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020 
 
Parent company statement of changes in equity
For the period ended 30 September 2020

As at 1 April 2018

Profit for the year

Total comprehensive income

Dividends paid

Share based payments

Deferred tax on share based payments

As at 31 March 2019

As at 1 April 2019

Profit for the period

Total comprehensive income

Dividends paid

Share based payments

Deferred tax on share based payments

As at 30 September 2020

Share 
Capital
£’000

308

Share 
premium
£’000

4,892

–

–

–

–

–

308

308

–

–

–

–

–

–

–

–

–

–

4,892

4,892

–

–

–

–

–

308

4,892

Retained 
earnings
£’000

5,801

2,339

2,339

(2,097)

221

70

6,334

6,334

2,765

2,765

(2,313)

398

(4)

7,180

Total
£’000

11,001

2,339

2,339

(2,097)

221

70

11,534

11,534

2,765

2,765

(2,313)

398

(4)

12,380

88

RAMSDENS ANNUAL REPORT 2020Notes to the parent company financial statements

A. ACCOUNTING POLICIES

Basis of Preparation
Ramsdens Holdings PLC (the “Company”) is a public limited company incorporated and domiciled in England and Wales. The registered office 
of the Company is Unit 16, Parkway Shopping Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is 08811656. 
A list of the Company’s subsidiaries is presented in note D.

The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking and related 
financial services, jewellery sales, and the purchase of gold jewellery from the general public.

The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the definition 
of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. Accordingly, the financial 
statements have been prepared in accordance with FRS 101 (Financial Reporting Standard 101) ‘Reduced disclosure Framework’ as issued by 
the FRC in July 2015 and July 2016.

The financial statements have been prepared on the historical cost basis.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to business 
combinations, share-based payment, non-current assets held for sale, financial instruments, capital management, presentation of comparative 
information in respect of certain assets, presentation of a cash-flow statement, standards not yet effective, impairment of assets and related 
party transactions.

Where required, equivalent disclosures are given in the Group financial statements of Ramsdens Holdings PLC. The Group financial statements 
of Ramsdens Holdings PLC are available to the public.

The financial statements have been prepared on a going concern basis as discussed in note 3.3 of the Notes to the consolidated 
financial statements. 

The particular accounting policies adopted are described below.

Taxation
Current tax
The tax currently payable is based on taxable profit for the year. The Company’s liability for current tax is calculated using tax rates and laws 
that have been enacted or substantively enacted by the date of the statement of financial position.

Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet 
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to 
the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets 
and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other 
than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Investments
Fixed assets investments are shown at cost less provision for impairment.

Financial Liabilities and Equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity 
instrument is any contract that evidences a residual interest in the assets of the company after deducting liabilities.

Equity instruments issued are recorded at the proceeds received, net of direct issue costs.

Dividends
Dividends receivable from subsidiary undertakings are recorded in the statement of comprehensive income on the date that the dividend 
becomes a binding liability on the subsidiary company.

Dividends payable are recorded as a distribution from retained earnings in the period in which they become a binding liability on the Company.

89

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the parent company financial statements

A. ACCOUNTING POLICIES continued

Employee Share Incentive Plans
Ramsdens Holdings PLC grants equity settled share option rights to the parent entity’s equity instruments to certain directors and senior staff 
members under a LTIP (Long term incentive Plan). The employee share options are measured at fair value at the date of grant by the use either 
the Black- Scholes Model or a Monte Carle model depending on the vesting conditions attached to the share option. The fair value is expensed 
on a straight line basis over the vesting period based on an estimate of the number of options that will eventually vest.

B. COMPANY STATEMENT OF COMPREHENSIVE INCOME

As permitted by s408 of the Companies Act 2006 the Company has elected not to present its statement of comprehensive income for the year.

The auditor’s remuneration for the current and preceding financial years is borne by a subsidiary undertaking, Ramsdens Financial Limited. 
note 7 to the Group financial statements discloses the amount paid.

C. STAFF AND KEY PERSONNEL COSTS

Other than the Directors who are the key personnel, the Company has no employees, details of their remuneration are set out below:

Remuneration receivable

Social security cost

Value of company pension contributions to money purchase schemes

Share based payments

Remuneration of the highest paid director:

Remuneration receivable

Value of company pension contributions to money purchase schemes

Share Based Payments

The number of directors accruing retirement benefits under the money purchase scheme is 2 (2019: 2).

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

845

186

36

156

1,223

538

72

23

98

731

18 months to 
30 September
2020
£’000

12 months to 
31 March
2019
£’000

361

15

102

478

232

10

64

306

90

RAMSDENS ANNUAL REPORT 2020Notes to the parent company financial statements

D. INVESTMENTS

Shares in subsidiary undertakings

Cost 

Cost brought forward

Additions – Share based payments

Cost carried forward

Additions represent share based payment expense recognised in Ramsdens Financial Limited.

The Investments in Group Companies which are included in the consolidated statements are as follows: 

Name of company

Holding

Proportion of 
voting rights and 
shares held

Activity

2020
£’000

7,804

242

8,046

2019
£’000

7,681

123

7,804

Ordinary Shares

100%

Supply of foreign exchange services, pawnbroking, 
purchase of gold jewellery, jewellery retail and related 
financial services.

Subsidiary undertakings

Ramsdens Financial Limited 
(Registered office: Unit 16 Parkway Centre, 
Coulby Newham, TS8 0TJ)

E. DEFERRED TAX

Deferred tax relates to the following:

Deferred tax assets

Share based payments

Reconciliation of deferred tax assets

Opening balance as of 1 April

Deferred tax credit recognised in the statement of comprehensive income

Other deferred tax

Closing balance as at 30 September

30 September
2020
£’000

31 March
2019
£’000

182

182

167

167

30 September
2020
£’000

31 March
2019
£’000

167

19

(4)

182

84

13

70

167

91

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020Notes to the parent company financial statements

F. RECEIVABLES

Amounts owed by subsidiary companies 

Prepayments 

G LIABILITIES: AMOUNTS FALLING DUE WITHIN ONE YEAR 

Trade Payables 

Other Creditors

Other taxes and Social Security 

Current tax liabilities

H. CALLED UP SHARE CAPITAL

30 September
2020
£’000

4,426

12

4,438

31 March
2019
£’000

3,694

14

3,708

30 September
2020
£’000

31 March
2019
£’000

20

139

86

48

293

11

92

20

29

152

Details of the called up share capital including share shares issued during the year can be found in note 21 within the Group financial 
statements of Ramsdens Holdings PLC.

I. POST BALANCE SHEET EVENTS

There were no post balance sheets events that require further disclosure in the financial statements.

92

RAMSDENS ANNUAL REPORT 2020Company advisors

Directors

Andrew David Meehan (Non-Executive Chairman)
Peter Edward Kenyon (Chief Executive Officer)
Martin Anthony Clyburn (Chief Financial Officer)
Simon Edward Herrick (Non-Executive Director)
Stephen John Smith (Non-Executive Director)

Company Secretary

Kevin Nigel Brown, F.C.A.

Registered Office and  
Principal Place of Business

Unit 16
The Parkway Centre
Coulby Newham
Middlesbrough TS8 0TJ

Telephone Number

01642 579957

Website

www.ramsdensplc.com

Nominated Advisor

Auditor

Solicitors

Financial Public Relations 
Advisor to the Company

Registrars

Liberum Capital Limited
25 Ropemaker Street
London EC2Y 9LY

Ernst & Young LLP
Bridgewater Place 
1 Water Lane 
Leeds LS11 5QR

Addleshaw Goddard
Exchange Tower
19 Canning Street
Edinburgh EH3 8EH

Hudson Sandler LLP
25 Charterhouse Square
London EC1M 6AE

Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA

Principal Bankers

Clydesdale Bank trading as Yorkshire Bank
1st Floor
94-96 Briggate
Leeds LS1 6NP

93

STRATEGIC REPORTCORPORATE GOVERNANCEFINANCIAL STATEMENTSRAMSDENS ANNUAL REPORT 2020R

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Ramsdens Holdings PLC
Unit 16
The Parkway Centre
Coulby Newham
Middlesbrough TS8 0TJ

01642 579957

www.ramsdensplc.com