Ramsdens Holdings PLC Annual Report 2023

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FY2023 Annual Report · Ramsdens Holdings PLC

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HOLDINGS PLC

Annual Report and Accounts
Year ended 30 September 2023

HELPING YOU WITH

EVERYDAY LIFE

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Contents

Our Business

Financial Highlights

Strategic Report

Chairman’s Statement

Chief Executive’s Review

Business Review

Financial Director’s Review

Section 172 Statement

ESG Strategy

Principal Risks And Uncertainties

Board Of Directors

Corporate Governance

Chairman’s Introduction

Audit And Risk Committee Report

Nomination Committee Report

Remuneration Committee Report

Directors’ Report

Directors’ Responsibilities Statement

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

Company Advisors

100

104

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 ‘‘forwardlooking 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 terminol-
ogy, 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 forwardlooking
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.

RAMSDENS ANNUAL REPORT 2023

Our Business

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

FOREIGN CURRENCY

PURCHASE OF PRECIOUS METALS

PAWNBROKING

RETAIL OF JEWELLERY & WATCHES

ROLEX

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 162 stores (including
two 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.

Trust Score 4.9 | Reviews 8,134 • Excellent

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.

We remain focused on delivering our core mission:

1. TO HAVE A GREAT CUSTOMER OFFERING…

including cross selling to meet customer needs

• We offer very competitive currency exchange rates

• We offer a simple and trusted pawnbroking service

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

• We have continued to invest in the quantity and quality of

our jewellery and watch stock and how it is presented to the
customer both in store and online

• We keep the store estate modern and bright and where
appropriate continue to relocate stores to higher footfall
locations

2. …AND GIVE SUCH FANTASTIC CUSTOMER SERVICE…

• We have a team of fully trained and motivated loyal staff

who are passionate about the business and their customers,

•

To ensure our retail jewellery website is easy to navigate and
customers can find what they may wish to buy.

3. …THAT OUR CUSTOMERS BECOME OUR

AMBASSADORS.

•

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

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Financial Highlights

Revenue (£000’s)

Gross Profit (£000’s)

£83,805

£72,493

£66,101

£47,149

£45,759

£38,219

£46,785

£39,942

£40,677

£30,522

£28,347

£22,262

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

Profit before Tax (£000’s)

£10,105

Dividend Declared

£9,221

£8,269

£6,312

£6,492

7.2p

6.6p

10.4p

9.0p

£564

2.7p

1.2p

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

Net Assets (£000’s)

Store Numbers (excluding franchisees) at year/period end

£48,188

£41,843

160

152

153

152

150

£36,143

£35,555

£30,908

£27,568

127

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

FY 18

FY 19

FY 201

FY 21

FY 22

FY 23

1 18 month period

RAMSDENS ANNUAL REPORT 2023Strategic
Report

Chairman’s statement

Chief Executive’s review

Business review

Financial Director’s review

Section 172 statement

ESG Strategy

Principal risks and uncertainties

Board of Directors

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

RAMSDENS ANNUAL REPORT 2023Chairman’s Statement

This Annual Report covers the
12-month period to 30 September
2023 (FY23).

I am pleased to report that the Group
has achieved a milestone profit
before tax of more than £10m for the
first time. These strong results are
reflective of the benefits of the Group’s
diversified income streams and, in
particular, the positive impact from
the investments the Group has made
in its retail activities over recent years.

Andrew Meehan Non-Executive Chairman

FINANCIAL RESULTS & DIVIDEND

The below table highlights the financial results:

£000’s

Revenue

Gross Profit

Profit Before Tax

Net Assets

Net Cash*

EPS

Final dividend

Full year dividend

*cash minus bank borrowings

FY23

£83,805

£45,759

£10,105

£48,167

£5,039

24.5p

7.1p

10.4p

FY22

£66,101

£38,219

£8,269

£41,843

£8,835

20.9p

6.3p

9.0p

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Foreign currency income grew year-on year by 8%, albeit the
summer of 2023 was a little disappointing after a particularly
good first six months of the year. In last year’s Annual Report, we
commented that economic conditions had the potential to delay a
full recovery in our foreign currency income division and that would
appear to have been the case in the summer months. While the
numbers of customers we served increased over 2022, economic
challenges led to our customers taking slightly less cash on holiday
with them. This lower average transaction value on sales also led to
less currency being exchanged back into sterling when customers
returned. We are hopeful that travel numbers and holiday durations
in summer 2024 continue to increase back towards 2019 levels. We
recently launched the Ramsdens Mastercard® Multi-Currency Card
to support our foreign currency segment and capture a greater
share of our customers’ holiday spending.

Our business is underpinned by a great culture of ‘doing things
right’ and our proven growth strategy remains unchanged. We
strive to operate sustainably, look after our people, play our part in
the communities where we operate and reward our shareholders.
Our dividend policy continues to be progressive with the full year
dividend increasing by 16%. Our long-term dividend strategy is
to move towards distributing approximately 50% of earnings to
shareholders, subject always to the growth opportunities of the
Group.

Andrew Meehan
Non-Executive Chairman

14 January 2024

The Group achieved revenue of £83.8m (FY22: £66.1m) and Profit
Before Tax of £10.1m (FY22: £8.3m). The Strategic Report and
Financial Review that follow provide a more in-depth analysis of the
Group’s trading performance and financial results.

The Board is recommending a final dividend of 7.1p (FY22: 6.3p)
for approval at the forthcoming AGM. Pending approval, the full
year dividend of 10.4p (FY22: 9.0p) would represent an increase
of 16% year on year and 42% of the earnings per share. Subject to
shareholder approval, the final dividend is expected to be paid on
22 March 2024 for those shareholders on the register on 16 February
2024. The ex-dividend date will be 15 February 2024.

LOOKING AHEAD

While the business is very well positioned to build upon its
achievements, the Board remains cognisant of the macroeconomic
challenges currently impacting consumer-facing businesses in
the UK. The Group’s diversified income streams provide defensive
qualities in the current environment characterised by higher interest
rates and levels of inflation.

The Group is not immune from rising costs, in particular in relation
to staff and energy costs. The Group’s fixed energy pricing
ends in February 2024 which will result in an increase in costs of
approximately £0.4m in FY24. Ramsdens also strives to reward
its staff fairly and previously took the decision to pay at least the
Real Living Wage (RLW) to everyone in the business. The RLW will
increase by 10% from May 2024 and we will continue to offer this
entry level of pay for our people, who provide a tremendous service
looking after our customers. I believe we have a fantastic team and
would like to publicly thank them for their efforts over the last year.

Notwithstanding these cost pressures, the Group still has significant
opportunities to grow each of its income streams. In the year
ahead the ongoing global economic uncertainty is expected to
benefit the gold price which should remain higher than long term
averages. This will continue to benefit both our pawnbroking and
precious metals buying business segments. Our pawnbroking loan
book grew by approximately 20% in FY23 and there is built up latent
interest income to come through in FY24, as well as an opportunity
to further grow our lending as customer demand for a small sum
short term loan remains high.

The investments made in our retail operations, including our
instore and online offering, produced revenue growth of 25%
during the FY23 despite the economic conditions and squeeze
on discretionary spending. This resulted in our online jewellery
department contributing £1m of net profit in FY23. This strong
momentum and planned further investment gives us confidence
for continued growth in FY24.

RAMSDENS ANNUAL REPORT 2023Chief Executive’s Review

The Group has had a great year
delivering record profit before tax
of £10.1m.

As well as the externally visible
achievements of this record
profitability, new stores, new websites
and the launch of the Ramsdens
Mastercard® Multi-Currency Card, a
significant amount of work has gone
into developing the culture and
sustainability of the business.

Peter Kenyon Chief Executive

During the year, a full review of our ESG strategy was undertaken
to ensure we are challenging ourselves to continue to raise the bar
higher. Further details can be found in the ESG report on page 26.

At the heart of our business are our people. They continue to be
engaged, motivated and look after our customers with great care,
listening to them and giving them support with whatever they
want or need. Our colleagues serve a diverse mix of customers
by offering support with short term pawnbroking loans, helping
to find that special jewellery item, exchanging travel money for
holidaymakers or helping customers get cash for their unwanted
jewellery. I am hugely grateful for this dedication and commitment
and wish to publicly thank them for their efforts and success.
I believe they are the best team in the industry. We want to be an
employer of choice and therefore offer support and development,
career opportunities, achievable bonus schemes and the real living
wage as our entrant level pay. Ramsdens was recognised by the
pawnbroking industry as a great place to work after being awarded
the National Pawnbroker’s Association Employer of the Year award
for 2023.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Business Review

Our clear growth strategy has remained consistent since our
quotation on the London Stock Exchange’s AIM in 2017 and we have
delivered very positive results in FY23.

We have achieved growth across all four of our key income streams
as a result of our ongoing focus on continuous improvement.
Within the core estate, we have relocated two stores to more
attractive locations in Kendal and Dundee. The stores that were
opened in FY22 are all performing well and those relocated in FY22
have seen positive results, generating the benefits expected in retail
and / or foreign currency.

We have expanded our South East presence in Kent and Essex with
three new store openings in Croydon, Basildon and Maidstone as
well as the acquisition of a store in Bexleyheath. We also opened
five stores in Yorkshire and the North West, in Bootle, Bradford,
Warrington, Southport as well as a second store in York.
The second store in York, while offering all services, is aimed at
lifting our retail offering even further. We are pleased to say that all
new stores are trading well, with several well ahead of expectations.

We ended the year with 160 stores and two franchised stores.

Our online retail business comprises online jewellery sales where
goods are shipped direct to customers, with sales of goods that
are sourced online but transacted in store accounted for within
our branch profits. Our online retail activities continue to achieve
strong growth and delivered profit contribution of over £1m during
the year. We believe we have a strong foundation to continue to
scale this online retail business in the coming years.

We launched our new Ramsdens currency website in July 2023 and
we are encouraged by the early results, albeit this revenue stream
will need time to develop and grow. Our new pawnbroking website
will go live in Q1 2024 and a new gold buying website shortly
after. These product focused websites will support improved SEO
performance, thereby improving overall profitability.

The performance of each of the Group’s key income streams is
discussed in greater detail overleaf.

York Stonegate Branch. Image credit: Andrew Heptinstall Photography

RAMSDENS ANNUAL REPORT 2023OUR 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.

FOREIGN CURRENCY EXCHANGE
The foreign currency exchange (FX) segment primarily comprises
the sale and purchase of foreign currency notes to holidaymakers.
Ramsdens also offers international bank-to-bank payments
through a third-party arrangement and launched the Ramsdens
Mastercard® Multi-Currency Card in September 2023 just before the
year end.

FY23

FY22

Total Currency exchanged

£408m

£364m

Gross Profit

£13.6m

£12.7m

Online click and collect orders

£42.0m

£38.7m

Percentage of FX online

10%

Percentage of Group gross profit

30%

11%

33%

The average transaction value for selling currency fell from £469 to
£446 but remained well ahead of the pre pandemic average value
of £401.

As anticipated, as volumes increased, we experienced some
pressure on margins as we sought to maintain our great value for
money proposition. However, FX margins remained higher than pre
pandemic levels and we believe that going forward margins will be
at least at FY23 levels.

International payments income continues to be relatively small in
comparison to total foreign currency commission and the income
from the new multi-currency card was minimal in FY23 following
its launch in September 2023. The new multi-currency card is
supported by a dedicated mobile app and will allow Ramsdens to
capture more of the total holiday expenditure by our customers.
The card offers 18 currencies with the benefit of Ramsdens’ great
exchange rates.

Our FX gross profit was 4% ahead of pre pandemic levels and we
are optimistic about future performance as more people travel and
volumes grow.

While changes to purchasing habits in the UK have reduced the
use of cash to c14% of UK transactions, the vast majority of the
customers buying foreign currency are holidaying in Portugal, Italy,
Greece and Spain where cash usage is well in excess of 50% of all
transactions. We have confidence that UK travellers will continue
to take cash abroad for both convenience and to assist with
budgeting whilst on holiday.

The Gross Profit from FX increased by 8% which is a solid result,
albeit the key summer period was slower than originally anticipated.
Transaction volumes increased by 18% to approximately 1 million
but remain 30% lower than pre pandemic levels.

RAMSDENS ANNUAL REPORT 2023PAWNBROKING

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.

If consumers have assets to pledge, pawnbroking can provide
a short-term solution or give the customer time to put in place
longer term financial arrangements. Pawnbroking is simple to
understand and is quick and easy to arrange. It also benefits from
there being no further debt consequences should the customer be
unable to repay the loan when due, although Ramsdens works with
our customers to try and ensure repayment where possible so the
customer is able to borrow again should they need to.

£000’s

Gross Profit

FY23

£10,043

FY22

£7,533

Total loan book* (capital value)

£10,264

£8,648

Past Due (capital value)

In date loan book* (capital value)

£859

£9,405

£721

£7,927

Percentage of Group gross profit

22%

20%

*excludes loans in the course of realisation

Customer demand for small sum short
term credit remains strong, in part
driven by the increased costs the UK
consumer has faced this year.

While more traditional providers of short term credit have reduced
in number (e.g. home collected credit, guarantor loans and payday
lenders), some of this capacity has moved to unregulated lending
including through buy now pay later and salary advance providers.

Due to the contraction in traditional short-term lenders, and
Ramsdens pawnbroking service being readily accessible in store
or online, new customer volumes have increased by 11% compared
to FY22.

The average loan value as at 30 September 2023 was £325, up from
£303 as at 30 September 2022. Our median loan value is £174 across
the UK but £230 in our southern branches.

The broader demographics seen in the southern communities in
which we operate allows for higher loan values with higher carats of
gold jewellery offered as security for a loan.

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Our lending remains conservative in line with our long-term policy
and repayment rates are in line with long run averages.

We believe that economic conditions will remain challenging for
the UK consumer in the year ahead and while we are expecting the
loan book to continue to grow, we are not anticipating growth to be
as high in FY24 as the 20% we achieved in FY23.

RAMSDENS ANNUAL REPORT 2023
Online growth continued to be strong with revenue increasing
to £6.7m (FY22: £3.9m), up 70% against the prior year. Online sales
represented 20% of all jewellery items sold and the online channel
contributed profit in excess of £1m.

As well as a profitable sales channel, the jewellery website also
serves as a catalogue for our branches, assisting our staff with
serving customers where stock choice in a branch may be limited.
For example, our top watch sales branches have circa 120 watches
in store but there are approximately 2,000 watches available on our
website for customers to browse and buy.

We believe there is an ongoing opportunity, instore and online,
across our product categories, to develop and grow our jewellery
retail business.

JEWELLERY RETAIL

The Group offers new and second-hand jewellery, including
premium watches, for sale. The Board continues to believe 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.

The 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, new jewellery
retailing enables the Group to attract customers who prefer not to
buy second-hand.

£000’s

Revenue

Gross Profit

Margin %

FY23

FY22

£33,474

£27,107

£12,058

£10,263

36%

38%

Jewellery retail stock

£24,289

£19,683

Online Sales

£6,656

£3,904

Percentage of sales online

Percentage of Group gross profit

20%

26%

14%

27%

A 23% increase in revenue despite the challenging economic
conditions in the year was achieved following our investments
in stock levels, stock presentation, replenishment systems, staff
training and our retail website.

Retail revenue is now relatively equally spread across three key
categories of premium watches (38% of revenue), new jewellery
(31%) and preowned jewellery (31%). Margins by product category
have remained consistent but the overall gross margin has fallen
slightly due to an increase in the contribution of premium watch
sales to the overall sales mix, which carry a slightly lower margin.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

PURCHASE OF PRECIOUS METALS

Through our 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. If the items are not retailed, they
are smelted and sold to a bullion dealer for their intrinsic value and
the proceeds are reflected in the Group’s accounts as precious
metals buying income.

£000’s

Revenue

Gross Profit

FY23

FY22

£23,522

£15,847

£9,161

£6,626

Percentage of Group gross profit

20%

17%

Revenue from our purchase of precious metals grew by 48% with
the gross profit growing by 38%. The Sterling price for 9ct gold has
remained high in comparison to long run averages, which of course
helps the divisional performance - during FY23 the average price
for 9ct gold was £18.48 per gram (FY22: £17.15).

Given the wider global political and
economic situation, we believe the
gold price will remain high in the
short to medium term, supporting the
Group’s margins.

OTHER SERVICES

In addition to the four core business segments, the Group also
provides additional services in Western Union money transfer and
receives franchise fees. Up to April 23, the Group also received
income for cheque cashing services and small commissions for
credit broking, however these services were stopped to enable
greater focus on the key services. In FY22, income from the now
ceased services was approximately £0.35m.

£000’s

Revenue

Gross Profit

FY23

£849

FY22

£1,114

Percentage of Group gross profit

RAMSDENS ANNUAL REPORT 2023Strategy

Following an extensive review, the Board believes that its existing strategy
remains the right one to grow our business and deliver sustainable value for all
our stakeholders. Included in that review was an in-depth review of our ESG
strategy. See page 26 for further details.

We continue to concentrate on:

IMPROVING THE
PERFORMANCE
OF THE EXISTING
STORE ESTATE

EXPANDING
THE RAMSDENS
BRANCH
FOOTPRINT
IN THE UK

DEVELOPING OUR
ONLINE
PROPOSITION

APPRAISING
OPPORTUNITIES
PRESENTED BY
OPERATING IN
CHALLENGING
MARKETS

FOCUSING ON
SUSTAINABILITY
THROUGH OUR
ESG STRATEGY

IMPROVING THE PERFORMANCE OF THE EXISTING STORE ESTATE

The Group’s established stores continue to perform well and all
income segments have shown significant growth over FY22 levels
with future opportunities for further improvement.

Our mission statement is to have a great customer offering backed
up by fantastic customer service leading to customers being
ambassadors for Ramsdens. Recommendations from family and
friends continues to be the biggest source of new customers. We
are also extremely proud of both of our 5-star Trustpilot ratings for
our retail jewellery and foreign currency services. Living our values
of being trusted, open and passionate helps deliver our mission
statement and build our culture of doing the right thing, whatever
that ‘thing’ may be.

The strategic focus we have placed on attracting new customers
and driving a higher wallet share from our repeat customers has led
to a record performance across all key income streams. This focus
remains unchanged.

Our people are key to implementing our strategy, and staffing
remains the largest cost within the business. During the year, we
continued to pay the real living wage (RLW) as our entry pay level.
This resulted in pay increases of 10% for our people in more junior or
entry level roles.

The RLW announcement in October 2023 was for another increase
in pay of 10%, well ahead of inflation, effective from May 2024. We
remain committed to paying the RLW which will result in 85% of the
employees receiving a pay rise of greater than 8%, with more than
40% receiving an increase of 10% or more in FY24.

The people in our business live and breathe the Ramsdens ethos
and we are committed to ensuring that our staff not only remain

productive but also feel valued and rewarded in their careers at
Ramsdens. We are continually investing in our training capabilities
and how we develop our staff. We understand that there is a desire
to continue to learn so that everybody can enjoy their role more,
and benefit from higher remuneration with the development of
new skills and responsibilities. We are conscious that as the entry
level pay increases, there are challenges that need to be met to
keep pay differentials across our grading structure.

Our fixed price energy contract ends in February 2024. A new
contract has been entered into and the new energy pricing will
result in an expected cost increase of £0.4m in FY24 and £0.6m
in FY25 over FY23. Once the new contract commences all of our
electricity will come from renewable sources.

Rents generally continue to be negotiated downwards where there
is an opportunity to do so, balanced with a desire for flexibility with
lease expiry and break dates. We continue to actively manage our
portfolio, including relocating stores to improve our footfall-reliant
services of foreign currency exchange and jewellery retail while
potentially reducing operating costs at the same time. Our two
relocations this year in Kendal and Dundee were examples of this.

We believe our store estate performance is complemented by
a strong online proposition. By investing in our retail jewellery
website in recent years we have improved each store’s access to
a wider range of jewellery which has improved customer service
levels and resulted in increased in-store sales. We are confident
that investment in the recently launched foreign currency website
will drive footfall to stores in addition to increasing click and collect
volumes. We also believe the investment in the two new websites
for pawnbroking and gold buying will also assist store performance.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

In addition, we continually aim to improve the performance across
our key income streams:

FOREIGN CURRENCY:

•

The three key drivers for foreign currency remain trust,
convenience and price. Having available stock and
transparent pricing continues to build trust among consumers.

By having branches conveniently located on high streets and
in shopping centres, we will continue to attract consumers
wanting foreign exchange services.

By having competitive exchange rates, we will attract new and
retain existing customers whilst continuing to manage margins
closely, with due regard to local market conditions.

By improving the frequency of contact we have with our
foreign currency customers, we will stay in our customers’
thoughts for when they next need foreign currency.

By introducing a market-leading multi-currency travel card,
we will seek to capture more of the customer’s holiday spend
while abroad.

PAWNBROKING:

• We have fully embraced the FCA’s New Consumer Duty

initiative. We have always had the consumer at the heart of
what we do and this has been demonstrated by our loyal
customer base. We will continue doing what we believe are
the right things for our customers – this includes reducing
interest rates for customers needing longer to pay and, if a
customer defaults, by continuing to obtain the best price
possible for their pledged items.

• We will continue to have prudent lending policies while

examining opportunities to lend more when the customer’s
borrowing history suggests greater capacity to repay and
where the pledged assets are more desirable and readily
saleable. The improvement in our retail jewellery operations
gives the Group confidence that it is able to lend more on
higher value jewellery items.

• We will continue to build upon the trust and high repeat

customer volumes earned by giving a great service and grow
the customer base through word-of-mouth recommendation.

JEWELLERY RETAIL:

•

Continued investment in our jewellery stock levels will give
customers more choice in-store and online and enable
improved replenishment capabilities. This investment
continues with the benefit of lessons learned during
recent years and with the belief there is room for further
improvement across both jewellery and premium watches.

Our concept window display design and stock presentation
has been well received by consumers. The simplicity of the
display and strong signposting has improved display standards
across the store estate where it has been implemented. The
role out of this design will be completed in FY24.

To provide a great customer
offering and give such fantastic
service that our customers
become ambassadors for
Ramsdens

• Where appropriate, we will relocate to higher footfall locations
and improve the jewellery offer with larger window display
areas, often at similar rents to current locations.

PURCHASE OF PRECIOUS METALS:

• We are increasing the awareness amongst our existing

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

• We are continuing to invest in our retail website which also

acts as a stock catalogue for our branches to facilitate further
in store sales.

• When launched, our new gold buying website will identify new
customers who may be unaware of the service or the value of
their unwanted or unworn jewellery.

RAMSDENS ANNUAL REPORT 20232

EXPANDING THE RAMSDENS BRANCH FOOTPRINT
IN THE UK

The Group offers its services across a portfolio of stores and online, and the Board believes
there are important growth opportunities through both of these channels. The Group’s model
of diversified income streams sharing the operational costs of the store has been successful in
both small towns and larger cities. There are c350 towns and cities with a population of 30,000
or more in the UK, London counting as one location. We believe that there are significant
opportunities to grow the store footprint over coming years given we have proven, successful
stores in towns with a population of less than 15,000 where we have successfully established a
community of returning customers.

The retail property market is currently attractive and flexible deals can be achieved as many
towns have too much retail space. As a consequence, shorter lease terms can be agreed,
however, this results in higher levels of depreciation (as spread over the lease term) at a time
when shop fit costs have also increased to c£0.2m. A retail focused store also requires c£0.3m
of working capital investment, which comprises mainly jewellery stock.

Expanding the store estate allows the Group to leverage off the services and centralised costs
of its head office.

As at 30 September 2023, we had 160 stores plus two franchised stores.

During the year, we opened eight greenfield sites and acquired a pawnbroker in Bexleyheath.
We closed one store in Blyth which was a casualty of the storms in November 2021 and the
landlord chose not to repair the property.

We now have five stores in the South East. Our store in Chatham, which has been open for
two years, continues to trade exceptionally well. During the year we opened new stores in
Basildon, Croydon and Maidstone and a new store in Romford will open in early 2024. While
early trading across the new stores has been good, especially retail jewellery, new staff in a new
region require significant support as well as ongoing training and development.

We also opened five stores in Yorkshire and the North West, in Bootle, Bradford, Warrington,
Southport and York. All are trading in line with or ahead of our new store model expectation.

We have nine new stores planned for FY24. Poole, Blackburn and Cardiff all opened in Q1 FY24.
We have three stores with the legals completed, awaiting shop fit completion and three new
stores in various stages of the legal process.

We have a strong pipeline of researched towns where
we are awaiting the right unit to take forward.

Southport Branch

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

ENGLAND
Altrincham
Ashington
Barnsley
Barrow
Basildon
Berwick
Bexleyheath
Billingham
Bishop Auckland

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

As at 30 September 2023, we had 160 stores plus two franchised stores.

Bolton
Boscombe
Boston
Bradford,
Broadway Centre
Kirkgate Centre
Bridlington
Bristol
Byker
Burnley
Carlisle
Castleford
Chatham
Chester Le Street
Chesterfield
Chippenham
Consett
Cramlington
Croydon
Darlington
Derby
Doncaster
Durham
Eston
Gateshead
Goole
Grimsby
Guisborough
Halifax
Harrogate
Hartlepool
Huddersfield
Hull,
Hessle Road
Holderness Road
Jarrow
Keighley
Kendal
Killingworth
Lancaster
Leeds
Lincoln
Liverpool,
Bootle
Norris Green
Old Swan
Whitechapel
Maidstone
Manchester
Middlesbrough,
Coulby Newham
Hillstreet Centre
Linthorpe Road
Morley
Newcastle,
Benwell
Eldon Square
Newton Aycliffe
North Shields
Northallerton

Oldham
Otley
Peterlee
Preston
Redcar
Rotherham
Sale
Scarborough
Scunthorpe
Sheffield
The Moor
Hillsborough
Skelmersdale
South Shields,
Prince Edward Road
King Street
Southport
Stockton
Sunderland,
Chester Road
Southwick
The Bridges
Teesside International Airport
Thornaby
Wallasey
Wallsend
Warrington
Washington
Whitehaven
Whitley Bay
Workington
Worksop
York,
Market Street
Stonegate

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

FRANCHISES
Bury
Whitby

RAMSDENS
BRANCHES
2023

RAMSDENS ANNUAL REPORT 2023

3
DEVELOPING OUR ONLINE
PROPOSITION

We see the development of our online capabilities as being
complementary to our store estate and both will benefit as the
store estate expands and the websites generate increased brand
recognition.

JEWELLERY RETAIL WEBSITE
www.RAMSDENSJEWELLERY.co.uk

Revenue from the online retail jewellery website increased by 70%
to £6.7m (FY22: £3.9m) and the online retail channel contributed
over £1m of profitability.

This performance excludes jewellery sales in branches which use
the in-store digital facility to access the website as a catalogue of
stock.

During the year we conducted in-depth reviews of our SEO and
pay per click activities. We continue to seek improvements
in alternative payment options, photography and product
descriptions and we are learning from integrated AI. The Board
believes this ongoing development will continue to deliver online
retail jewellery sales growth over the coming years.

FOREIGN CURRENCY WEBSITE
www.RAMSDENSCURRENCY.co.uk

The new currency focused website launched in July 2023. The
first objective of a seamless transition from the legacy website
www.ramsdensforcash.co.uk has been achieved and we are now
investing in building our SEO.

Click and Collect currency sales account for 10% of all currency sold
(FY22: 11%).

The website has been enhanced to include the launch of the
Ramsdens Mastercard® Multi-Currency Card and offer a buy back
guarantee which has been rolled out to the stores. We will re-
launch a home delivery option in 2024.

PAWNBROKING WEBSITE
www.RAMSDENSPAWNBROKERS.co.uk

A new website dedicated to pawnbroking will launch in Q1 2024.
The first objective will be a seamless transition from the legacy
website www.ramsdensforcash.co.uk so that customers who are
already benefiting from the online payment facility to save interest
continue to do so.

Our SEO will then be developed so that we can enhance the
awareness of pawnbroking at Ramsdens to identify new higher
value lending and attract customers to stores. An online digital
marketing campaign has already been prepared ready for when
the website launches. The true online only pawnbroking loan book,
where goods are posted into Ramsdens, is minimal, with customers
preferring the immediacy that a local pawnbroker provides for their
small sum borrowing need.

GOLD BUYING WEBSITE
www.RAMSDENSGOLDBUYERS.co.uk

A new website dedicated to gold buying will launch in 2024. This
will enable focused SEO and other online advertising to attract
customers to utilise this service which they may be unaware of.

LEGACY WEBSITE
www.RAMSDENSFORCASH.co.uk

The ramsdensforcash.co.uk website will become a portal to individual
websites for each of our four key income streams as well as providing
background information to who we are and what we do.

RAMSDENS ANNUAL REPORT 20234
APPRAISING OPPORTUNITIES
PRESENTED BY OPERATING IN
CHALLENGING MARKETS

The high street retail landscape remains challenging. Some
locations are thriving and others less so with an over-supply of
shops often larger in size following the demise of well-known high
street chains. However, that brings opportunities in the potential
availability of prime sites that may have been occupied by jewellers
or travel agents. We continue to hope for a full reform of the non-
domestic rates system which may encourage more retailers to
open stores and recreate vibrant high streets. Without reform, we
fear some towns and high streets may suffer further decline and
more empty shops. Our property portfolio has been purposefully
managed to be as flexible as possible to provide risk mitigation
in case any of our stores become isolated and performance
deteriorates.

We continue to be discerning in the acquisitions we are interested
in. Often jewellers have too much old and obsolete stock and
we have the costs of store conversion to consider. This can be
the same for a pawnbroking purchase where we have to consider
whether it is more attractive to open a new store and build a
business.

While most pawnbrokers have seen increased lending levels in
the last 12 months and have optimism for future lending given the
macroeconomic conditions and high gold price, the administration
and cost burden of increased regulation may mean some
participants seek to exit the industry, which may present further
acquisition and expansion opportunities.

The number of pawnbrokers operating in the UK continues to fall.
The main reasons for closures tend to be the cost of regulatory
compliance as well as a lack of internal succession structures at

Above: Broadway Jewellers and Pawnbrokers (before)

Right: Ramsdens Pawnbrokers (after)

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

what are typically one store, family businesses. We believe the
number of outlets overall has remained stable at c.870 as we and
H&T Pawnbrokers have opened new stores during the last year.

We purchased Broadway Jewellers and Pawnbrokers in Bexleyheath
in April 2023. This business has performed in line with expectations
since acquisition.

The South East has the highest concentration of pawnbroking
outlets in the UK and presents a compelling expansion opportunity
for the Group. Our continued expansion into the South East is
aimed at creating a nucleus of Ramsdens stores that build brand
recognition and then, as opportunities arise, acquiring further
pawnbroking outlets or loan books to supplement our organic
growth.

When looking at new town and relocation opportunities,
investments will only be made in new stores after significant
research of footfall and adjacent retailer quality. The demise of
certain retailers in a town can however provide an opportunity
to obtain reductions in rental levels in certain towns while not
compromising on location.

5
FOCUSING ON SUSTAINABILITY
THROUGH OUR ESG STRATEGY

We know that our long-term strategic aims will only be delivered if
we have good sustainable practices built on firm foundations.

Our foundations are:

•

Environment – we are very conscious of the impact of our
activities on the environment and our aim is to reduce our
energy use and recycle where we can

Social – our people. How we look after our people, their
wellbeing, our inclusiveness and creating opportunities for all
staff to learn, develop and progress their careers is critical in
how we then serve and help our customers

Social – our communities in which we operate. How we look
after customers, suppliers and the wider community including
supporting local charitable organisations helps define our
Business

Governance – we are committed to having the highest
standards of governance throughout the business. We have
a strong structure of oversight of what we do and how we do
it, utilising our market leading in house bespoke software to
provide the necessary controls and reporting.

RAMSDENS ANNUAL REPORT 2023Looking ahead

The Group has momentum in all
key income streams and we need to
maximise that opportunity. While we
are not immune from the economic
challenges and increased energy and
payroll costs, the Group is in a great
place to make further progress.

Looking at each income stream in turn,

•

FOREIGN CURRENCY EXCHANGE

The recently launched Ramsdens Mastercard®
Multi-Currency Card has enjoyed a good start and will
supplement our cash offering by participating in the
customer’s card spend while on holiday.

The new website will improve awareness of Ramsdens as
a foreign currency supplier as will our continued pricing
policies of having great rates on offer to customers.

Subject to the economic conditions, we are confident
that consumers have a growing desire to travel, and this
will continue to drive long-term demand in overseas
holidays and a need for foreign currency.

•

PAWNBROKING

With a backdrop of higher interest rates, ongoing
inflationary pressure and a reduction in the number
of lenders offering small sum short term credit, we
believe pawnbroking will continue to be in demand
and grow.

The gold price is favourable and we are not anticipating
any major fall in the gold price in the short term.

Our new website will create awareness that Ramsdens is
able to not only lend small sums but also that we have
the expertise and skills to offer higher value loans at
attractive interest rates.

In line with recent years we anticipate that we will have
the opportunity to acquire at least one pawnbroker
during the year, subject to identifying an attractive
proposition.

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

•

RETAIL JEWELLERY

Our continued investment in display, stock levels,
processes and staff development should allow the
business to grow its retail jewellery income.

We have managed the inflationary cost pressure well
and our pricing still provides customers with exceptional
value for money.

Our retail jewellery website is a scalable online business
and this continues to receive focus and investment.

The Group has great foundations on which to build and create
value for all stakeholders. As well as the positive momentum in
each of our income streams, we will benefit from the maturing of
the stores opened in the last two years in addition to the stores that
we are investing in this year.

Underpinned by the strength of the Ramsdens brand and
diversified business model, the Board has continued optimism for
the future and confidence in the Group’s ability to deliver on its
growth strategy for the long-term benefit of all stakeholders.

•

PURCHASE OF PRECIOUS METALS

The high gold price and challenging economic
conditions will generate demand from customers once
they are aware of the service.

Our new website when launched will assist with awareness
of this service.

We will increase awareness as more customers visit our
stores.

Peter Kenyon
Chief Executive Officer

14 January 2024

RAMSDENS ANNUAL REPORT 2023

Financial Director’s Review

FINANCIAL RESULTS
For the year ended 30 September
2023, the Group’s reported revenue
increased by 27% to £83.8m (FY22:
£66.1m) with growth across each of
the four key income streams. Gross
profit increased by 20% to £45.8m
(FY22: £38.2m).

The Group’s administrative expenses increased by 20% to £35.1m
(FY22: £29.4m), reflecting an increase in staff costs as the
business returned to more normalised trading levels. Finance costs
increased 48% to £0.8m (FY22 £0.6m) due to higher interest base
rates. Investments in working capital, particularly jewellery retail
stock, over the last two years have enabled the group to grow its
retail proposition.

Profit before tax increased to £10.1m (FY22: £8.3m) as the Group
benefited from improved trading conditions.

The Group’s cash position remains strong with £5.0m net cash at
the year-end (FY22: £8.8m), with the reduction in the year reflecting
increased investment in new stores, jewellery stock and the growth
of the pawnbroking loan book.

Martin Clyburn Chief Financial Officer

Working capital outflows in
the year include the significant
investment in stock of £4.9m, and
the growth of the pawnbroking
loan book which has resulted
in trade and other receivables
increasing by £2.1m.

The table below shows the headline financial results:

£000’s

Revenue

Gross Profit

FY23

FY22

£83,805

£66,101

£45,759

£38,219

Profit Before Tax

£10,105

£8,269

Net Assets

Net Cash*

EPS

£48,167

£41,843

£5,039

£8,835

24.5p

20.9p

*Cash less bank borrowings

EARNINGS PER SHARE AND DIVIDEND

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

The share-based payment expense in the year was £462,000
(FY22: £314,000). This charge relates to the Long-Term Incentive
Plans (LTIP) and Company Share Option Plans (CSOP). Both
schemes are discretionary share incentive schemes under which
the Remuneration Committee can grant options to purchase
ordinary shares. The shares under option in the LTIP scheme can
be purchased at a nominal 1p cost to Executive Directors and other
senior management subject to certain performance and vesting
conditions. The shares under option in the CSOP scheme can be
purchased at their issue prices of 200.5p and 230.0p.

During the year, the LTIP award from 2019 partially met the
performance criteria and 73,425 share options vested. 71,775 share
options were exercised during the year with 1,650 fully vested
options remaining unexercised.

GOING CONCERN

The Board has conducted an extensive review of forecast earnings
and cash over the next 12 months, considering various scenarios
and sensitivities given the ongoing economic challenges and has
concluded that it has adequate resources to continue in business
for the foreseeable future. For this reason, the Board has been able
to conclude the going concern basis is appropriate in preparing
the financial statements.

Martin Clyburn
Chief Financial Officer

14 January 2024

The statutory basic earnings per share for FY23 was 24.5p, up from
20.9p in the previous year.

The Board is recommending a final dividend of 7.1p in respect of
FY23 (FY22: 6.3p). Subject to approval at the AGM, the final dividend
is expected to be paid on 22 March 2024 for those shareholders on
the register on 16 February 2024. The ex-dividend date will be 15
February 2024. This would bring the total dividend for FY23 to 10.4p
(FY22: 9.0p). This dividend is in line with the Board’s progressive
dividend policy reflecting the cash flow generation and earnings
potential of the Group.

This dividend represents a 42% pay-out ratio of FY23 EPS. The
long-term dividend strategy is to move towards approximately
50% of post-tax profits being distributed subject to the financial
performance and growth opportunities.

FINANCIAL POSITION

At 30 September 2023, cash and cash equivalents amounted to
£13.0m (FY22: £15.3m) and the Group had net assets of £48.2m (FY22:
£41.8m).

CAPITAL EXPENDITURE

During the reporting period, the Group invested in the store estate
by opening eight new stores, one store acquisition and relocating
two existing stores. Capital expenditure for tangible and intangible
assets was £2.7m.

CASH FLOW

Working capital outflows in the year include the significant
investment in stock of £4.7m, and the growth of the pawnbroking
loan book which has resulted in trade and other receivables
increasing by £2.0m. Trade and other payables reduced by £2.3m.
The net cash flow from operating activities for the year was £3.3m
(FY22: £2.9m)

Net cash at the year end was £5.0m (FY22: £8.8m).

The Group continues to have access to its £10m revolving credit
facility which expires in March 2026. The Group has two covenants:
1 x cash cover and 2 x EBITDA cover. At 30 September 2023, this
facility was £8.0m drawn to support the currency cash held. The
cash position and headroom on the bank facility provide the Group
with the funds required to continue to deliver its current stated
strategy.

TAXATION

The tax charge for the year was £2.3m (FY22: £1.7m) representing an
effective rate of 23% (FY22: 20%). The tax rate increased during the
second half of the year from 19% to 25%. A full reconciliation of the
tax charge is shown in note 10 of the financial statements.

SHARE BASED PAYMENTS

RAMSDENS ANNUAL REPORT 2023Section 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.

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

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

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

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.

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

Customers

Shareholders

Communities and
Environment

Suppliers and
Franchisees

Regulators

•

•
•

•

•
•

•
•
•

•

•
•

•

•
•

•

Comprehensive training programmes that are delivered face to face and/or through elearning taking new starters through
their induction to Ramsdens and refining the skills of more experienced staff. This training is focused on helping customers
get the right product for their needs.
Weekly & monthly staff newsletters
Active staff forum. The Ramsdens Staff Forum met on three occasions during the year and discussed general matters within
the business including the Company’s ESG initiatives
Staff feedback and suggestion scheme allowing staff to have their say on any Company matter and make suggestions
for improvements
Staff engagement surveys. In July 2023 87% of Ramsdens employees completed the 2023 staff engagement survey
Regional Roadshow for all managerial grade staff. The most recent regional roadshow took place in October 2023
Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code and the ESG Strategy section

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 with to resolve any queries and areas
of dissatisfaction
Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code and the ESG Strategy section.

Individual meetings with institutional shareholders throughout the year and particularly following interim and full year
results where strategy and performance are discussed
Any shareholder could join the Investor Meets Company platform to hear about the interim and year end results, future
growth strategy and ask questions. The video’s are hosted on the Group’s website www.Ramsdensplc.com
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 has formed a new ESG committee which has agreed an action plan of what the Group wishes to achieve
regarding the communities within which it operates and for the good of the environment
Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code and the ESG Strategy section

The Group has established long term key suppliers and enjoys good close working relationships. All supplier payments are
made in accordance with normal payment terms
Each supplier relationship is reviewed on a six-monthly basis to meet the Group’s strict responsible supplier policy
Each franchisee is audited at least twice a year
Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code and the ESG Strategy section

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 FCA New Consumer Duty
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 and the ESG Strategy section

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Key Board Decisions in the Reporting period

BOARD DECISION

CONSIDERATIONS

The Board took the decision to approve an interim dividend of 3.3p
and has recommended a final dividend for the year of 7.1p

In line with the Group’s long term strategy to pay progressive dividends,
consideration was given to the growth opportunities the business has, the
increasing corporation tax rates and level of profitability and distributable
reserves

The Board approved fourteen new greenfield store openings during the
year. Three were opened during the year with nine due to complete and
open in FY24. Two locations did not progress.

The Board approved one store relocation in the year. The store will
relocate in 2024.

Consideration was given to the longer-term growth of the Group, the cash
position and future cash generation.

Each opportunity was carefully assessed to meet the required return on
capital employed the Board sets for new store openings and relocations.

Purchase of loan book and certain assets from M.A & E.R Sandum trading
as Broadway Jewellers and Broadway Jewellers (Kent) Limited.

The Board agreed to purchase the business assets after carefully considering
the long-term value of the transaction and the return on capital employed.

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

Consideration was given to the feedback from employees who completed
the survey. The Board actively listens to its employees and where possible
implements good suggestions for improved employee wellbeing and rewards.

The Board reviewed the revised ESG strategy and agreed the proposed
action plan

Consideration was given to the revised ESG strategy and where the biggest
impact could be made from the actions proposed.

The Board approved the Consumer Duty implementation action plan

Consideration was given to the ethos of the FCAs New Consumer Duty
initiative to seek good outcomes for consumers and whether the Group’s
action plan met the requirements

RAMSDENS ANNUAL REPORT 2023ESG Strategy

Introduction

ESG is essential. We want to grow sustainably by doing the right
thing, which means caring for our staff, customers, communities,
and environment.

Our ongoing review of ESG is geared towards ensuring our business
is sustainable and capable of flourishing in the long-term. More
than just a business strategy, it is a commitment to giving back to
the communities where we operate and creating a positive impact.

Our focus is on creating a ripple effect of benefits for all
stakeholders, including our dedicated staff, future recruits, loyal
customers, suppliers, shareholders, and the broader society.

To ensure that our ESG strategy is rooted in the perspectives of
various stakeholders we initially conducted materiality surveys with
a cross section of all employees. These surveys helped identify key
areas of opportunity, which were then incorporated into our ESG
priorities.

During the year an ESG management committee, chaired by the
CEO, was formed. The committee comprises key members of
the wider executive committee. Each member is responsible for
overseeing specific aspects of ESG and liaises with other relevant
teams within the business as necessary to ensure cohesive
execution.

We believe that with strong ESG policies, we are not just improving
our brand perception and desirability but also contributing to a
better life for everyone connected to Ramsdens.

Environment

Ramsdens has always embraced
its corporate social responsibility
because we believe it is the right thing
to do, and it fundamentally aligns with
our values.

Approach

Significant strides have been made this year in the enhancement of
Ramsdens’ ESG Strategy.

We have a long history of supporting our community and charities,
particularly across the Tees Valley where our Head Office is situated.
We have also actively sought team engagement, listened and
acted on what was important to our people.

Recognising the need for expert guidance, we engaged an ESG
specialist consultancy, Purpose Driven Business, to assist in the
formulation and implementation of our 2023 ESG strategy. This has
helped to align our business objectives with ESG goals, ensuring
that our strategy is both robust and actionable.

A series of workshops were conducted to define the Group’s
purpose and values in the context of ESG. These sessions involved
senior management and were facilitated by our specialist. The
outcome was a clear articulation of our purpose:

“To grow sustainably by doing the
right thing and caring for our staff,
customers, communities, and
environment.”

Building on our defined purpose and values, we established
top-line aims and stage one priorities for Environment, Social
(People and Community) and Governance.

Our aim is to build a culture where
individuals actively make a difference.
We will not only support these
efforts but also ensure that our
strategic decisions demonstrate
that profitability and environmental
stewardship can coexist.

ENERGY USE

We have a fixed contract for energy through to February 2024. We
have entered a new contract from March 2024 which guarantees
that our electricity is 100% supplied from renewable sources.

Our main energy use is the heating and lighting of our premises.
Smart meters are fitted in many stores with more being fitted on an
ongoing basis.

Our water use is relatively low and facilitates staff personal needs as
opposed to an operational requirement. Water meters are installed
at all stores where possible.

We use energy efficient LED lighting and motion sensors in all new
stores and have a programme of converting older stores.

Nearly all our stores have air conditioning and guidance is given to
staff on the most efficient way to heat or cool our premises.

We have continued to make greater use of video conferencing
thereby reducing business travel but face to face meetings,
especially for training purposes, are still required.

While we incur logistic costs and use energy to ship our goods to
stores, we use couriers to do so, thereby sharing the transportation
energy use with other businesses. We try to minimise the number
of deliveries we make while also managing the security aspects of
transferring high value parcels.

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Social
Our social responsibility extends to
our People and our Communities,
including customers.

PEOPLE

The people within the business are the reason for the success
that the Group has enjoyed and are the fundamental platform on
which Ramsdens builds its strategic ambitions. It is their application
of living our values and being guided by our culture that sets
Ramsdens apart.

We understand the contribution that staff make, and we believe
that our people should be paid fairly. In recent years we have
followed the recommendation by the Real Living Wage (RLW)
Foundation to set our entry level pay. We recognise that each
staff member has an increased cost of living and therefore we
will continue to follow the Foundation’s recommendations and
are committed to paying the RLW of £12 per hour by May 2024,
an increase of 10% on 2023. Once staff have had a period of
induction and are contributing more to the business, their pay is
increased. This is usually after six months. Following this, each
employee has an opportunity to earn more as they contribute
further and take on more responsibility or through the bonus
schemes available to them.

The Group has a philosophy of wanting to share the financial
success of the business with staff. In recognition of the milestone
£10m profit being achieved, staff members with at least three
months’ service received a ‘thank you’ bonus. This payment was
in addition to the other available bonus schemes; cross selling
success, branch manager performance bonus and a head office
bonus scheme.

We are also keen to recognise and reward great behaviours for
going over and beyond for our customers. Following its launch
in June 2023, a new recognition scheme identified and rewarded
non sales related behaviours and we have issued over 200 retail
vouchers per month. We are not surprised by these positive results
as the passion shown by all 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.

Our methodology in calculating GHG emissions relies on estimated
bill readings. Part of our ESG action plan is to better measure
energy use by store so that we can reward staff for reducing energy
use. We are working with our energy supplier to access this data.

We aim to complete the installation of solar panels at our head
office location within the next two years, with the hope that the
building can be self-sufficient in energy use.

We work with landlords on the energy performance ratings of our
stores. Following our shop fits, energy performance certificates are
often B rated. If a rating is less than B it is usually due to additional
works being required by landlords on the older high street
properties we occupy.

PACKAGING AND WASTE

We work with our waste management company and shopping
centres to recycle our waste and all staff are encouraged to recycle
and reuse where possible. Our confidential waste paperwork is
shredded and recycled. None of the waste we are responsible for
disposing of goes to landfill.

We now order cardboard or polished wood jewellery boxes for
our retail jewellery items. We have also introduced paper bags for
customers and have where possible recycled older plastic bags.
Any legacy plastic bags or boxes still within the business are being
used as a preference to disposing through landfill.

As part of our foreign currency exchange service, we have moved
from a clear plastic bag, which was specifically designed to meet
the airport security standards for carry on liquids, to a paper wallet.

All staff have been
issued with a
re-useable
drinking flask
to reduce the
number of plastic
water bottles
used by our staff.

Our staff forum ‘Think Green’ initiative continues to make all
staff more conscious of energy use. By influencing staff to be more
personally responsible, and to create new behaviours towards
energy use and waste at work and at home, we are confident that
collectively the Ramsdens team can play its part in improving our
environmental footprint.

ESOS AUDITS AND DATA COLLECTION

We have complied with our ESOS audit requirements. Our audits
have been undertaken by Green Team Consulting. Through these
audits and our wider review, the business has developed a better
understanding of its energy use.

RAMSDENS ANNUAL REPORT 2023
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 fifth anniversary they
receive company-wide recognition and a monetary award. Further
recognition happens at every five-year milestone thereafter with
additional holidays and financial rewards at those milestones. We
were pleased to recognise 98 members of staff who celebrated a
long service award milestone in FY23 and two people who achieved
a 25-year service milestone.

In addition, all staff benefited from their birthday being an
additional day’s holiday during the year as well as the additional
bank holiday for the King’s coronation.

The National Pawnbrokers Association
recognised Ramsdens as the industry’s
Employer of the Year, praising the
Group for its focus on its employees.

While this recognises the Group, we in turn want to recognise our
employees and be the employer of choice within our industry and
in the wider retail community.

Our philosophy with the Group’s long-term remuneration incentives
is to have wider participation across various senior managers,
currently 21 participants. The Group offers a Long-Term Incentive
Plan (LTIP) which is awarded according to performance against
targets for EPS growth and total shareholder return, and a Company
Share Option Plan scheme (CSOP).

The remuneration of the two Executive Directors is not currently
specifically linked to ESG objectives. The Senior Bonus Scheme has
various clauses that enables the Remuneration Committee to have
discretionary powers over any bonus amounts taking into account
all aspects of the business including ESG. All bonus schemes
including LTIPs have malus and clawback provisions.

The Group is keen to engage with our people and does this in a
variety of ways.

Ramsdens undertakes regular anonymous employee engagement
surveys. The last survey, undertaken in July 2023, saw 87% of staff
members complete the survey. The Board is grateful for the high
level of participation. The results of the survey are transparently
shared with all staff and an action plan created for the Group to
raise the bar where possible as part of its continuous improvement
ethos.

The key findings in 2023 were:

91%

of employees say their
branch / department is a
happy place to work

87%

96%

of employees believe
they have job
security

of the employees said they
look forward to coming to
work and are enthusiastic
about the job they do

The Group operates a staff suggestion scheme and a department
feedback scheme. The popularity of the scheme has grown, and
we currently receive approximately 70 suggestions / feedback
comments per month. Our people using our systems are
best placed to evolve and improve our products or processes.
Suggestions which have been implemented include changes to
the Group’s core IT system which have improved the customer
experience, the available data on which business decisions are
made, as well as suggested changes to the Group’s marketing
initiatives, environmental initiatives and staff reward schemes.

RAMSDENS ANNUAL REPORT 2023

The Group has an Employee Forum which met three times in FY23.
The Forum comprises staff in a variety of roles from head office
and branches. The Employee Forum has a remit of discussing
general matters that affect the business and has included how
the Group can improve with the use of technology and reduce its
environment impact.

Our aim is to ensure we remain focused on how we communicate
and engage with all our staff members. We have weekly and
monthly companywide communications. The newsletter format
is a mix of written word, presenter led videos and interview
videos. This included ‘Ask the CEO’ which covered a wide range
of topics, business and non-business related. We believe this level
of communication is important so that all staff are part of the
Ramsdens family.

The development of our people is crucial to delivering on our
continuous improvement ethos. All employees have a face-
to-face discussion with their line managers dedicated to their
development twice a year. These meetings focus on happiness,
wellbeing, how supported the individual feels and development
activity, in order that the staff member can be more successful
in their career. A bespoke training and development plan is then
created for that individual.

The Group has comprehensive training programmes. New to
Ramsdens employees will, depending upon their circumstances,
go through an induction programme in their local store which is
part e-learning, part face to face training and instore mentoring or
alternatively will be part of a week-long, classroom-based induction
into the business. As experience is gained, new starters receive
on-going instore product mentoring, additional e-learning courses,
remote training e.g. virtual video classroom and face to face
training sessions.

Certain training courses are mandatory and must be completed on
an annual basis e.g. health and safety, data protection, FCA conduct
rules, cyber risks and anti-money laundering.

While we have other courses that take focus on the development
of an individual’s skills, the ESG review identified a need for various
other structured programmes that can be applied across the
business to take a branch assistant to an Area Manager and beyond.

The Group also offers knowledge skills training in jewellery,
diamonds and premium watches to improve how we can best help
customers find the jewellery item they want, or the best value if they
wish to pledge or sell an item. This is complimented with training in
the softer selling skills.

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

We also appreciate the wellbeing needs of our staff. We provide an
Employee Assistance Program through Health Assured and we have
been focusing this year on ensuring that employees know what
support is available to them and how to access it. This programme
provides hints and tips to manage and improve a staff member’s
health and wellbeing but also includes confidential expert advice
and support when needed. In addition, as part of the wellbeing
focus each staff member was issued with a Ramsdens branded
drinks bottle and encouraged to drink more water.

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 ensuring that people
undertaking the same or similar work are paid equally and have
an equal opportunity to progress. The Group encourages flexible
working arrangements for employees 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 Group’s
main executive committee, which is tasked with delivering the
Group’s strategic plan, consists of twelve people representing all
disciplines across the Group. The committee continues to have
great constructive and diverse input to how we move forward.

The head office departments are led by six senior male and three
senior female key influencers. All department heads have been
with Ramsdens at least five years providing great stability while the
business continues to grow.

The store network is led by
three regional managers who
manage 16 area managers. All
regional managers were internal
promotions. Regional manager,
Kim Edwards, joined the business
as a trainer 13 years ago and has
progressed through the ranks,
from branch manager to area
manager and now regional
manager. We strongly believe,
where possible, on promoting
from within.

Nine of the 16 area managers are female and six were promoted
from within the business. Our other key influencers are our field
audit team. Three of the six auditors are female and five of the
team were promoted from branch roles. 75% of the branch
managers are female and 80% of the staff are female.

One of our biggest challenges 12 months ago was the inexperience
within the staff with c30% of all staff having less than one year
service. We have seen a notable improvement reducing this to
c24%, and this includes all staff for new stores plus an increasing
head count to cope with the growth of our jewellery retail
operations. 40% of all staff have over five years’ service which is
significantly beneficial in achieving our long-term objectives.

RAMSDENS ANNUAL REPORT 2023Community Goal: Deepen community roots, leverage business success for
local benefit.

The introduction of the Consumer Duty formalised the regular
review that we undertake to ensure that our pawnbroking service
meets the needs of customers. As part of the review, we improved
the training materials reinforcing the expectations and support
available, we improved the oversight to focus on key areas where
customers could be deemed to be at risk of a bad outcome, and
we made a conscious decision to automatically reduce interest
rates after one year.

A pawnbroking loan is a flexible loan in that there are no expected
weekly or monthly instalments. The customer chooses when
they repay their loan. As such there are no missed payments until
the loan period expires. Once a loan approaches its expiry date,
Ramsdens contacts its customers to see what they wish to do and
as part of that process signposts providers of financial debt advice
should a customer need to consider this.

Where a customer’s pledged items do need to be sold to repay the
loan, Ramsdens caps the interest payable by the customer. If the
item sells for more than the amount owed, the surplus monies are
returned to the customer. If the item sells for less than the amount
is owed, the shortfall is written off by the Group and there are no
ongoing debt consequences for the customer.

CUSTOMER SERVICE LEVELS

The Group prides itself on its high repeat customer rates and the
low number of complaints it receives.

The Group is committed to offering the highest standards of
customer service and appreciates that at times things go wrong.
The Ramsdens philosophy is to see every complaint from the
customer’s perspective and use a root cause analysis approach to
put things right as quickly as possible and learn from any mistakes.

The Group uses Trustpilot for customer feedback on its retail
jewellery and foreign currency offerings. Both services currently
enjoy excellent 5-star ratings. In addition, Ramsdens occasionally
undertakes customer pulse surveys through its branch network to
obtain customer feedback. The data is used to improve the Group’s
communication strategies.

Our aim is to intertwine our
success with the well-being of our
neighbourhoods. We believe a thriving
community relationship supports a
thriving business. We are not just in our
communities; we’re part of them.

RAMSDENS’ RESPONSIBLE LENDING

Ramsdens is FCA authorised for its consumer credit activities of
Pawnbroking and Credit Broking. As such, it is highly regulated and
follows the FCA’s 12 principles, adheres to the Senior Manager and
Certification Regime, Conduct Rules and the Consumer Duty.

Ramsdens considers itself a responsible lender, offering transparent
straightforward loans which are easily understood by customers.

Access to credit can be a lifeline to some and offering pawnbroking
loans can be an essential service to our local communities. Unlike
other forms of credit, pawnbrokers can assess creditworthiness
based on the value of the goods, negating the need for affordability
assessments which would exclude many from obtaining
mainstream credit.

Pawnbroking loans are typically small sum and are served face
to face which results in a high cost to deliver with interest rates
varying from 1.99% - 9.90% per month depending on the loan value.
As at 30 September 2023 our mean average loan was £325 and
our median average loan was £174. Interest is charged daily so the
quicker a customer can repay the less interest is paid. When we
issue a loan to a customer, we take time to ensure they understand
the payment options available to them and how best they can save
money which includes using our online facility to repay their loans
when convenient for them and then collecting the pledged goods
later.

We believe that our policies for pawnbroking and looking
out for vulnerable customers are industry-leading in seeking
good outcomes for customers. The Group understands that
circumstances change for customers and works with customers
offering tailored financial solutions where necessary, as well as
having automatic forbearance interventions that reduce interest
rates for customers and in certain instances, stops charging interest
altogether.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Pictured: Peter Kenyon with Elaine Dunning from Give a Duck

CHARITABLE ENDEAVOURS

The Group believes it has an obligation to give back where it can
and has a programme of supporting local and national charities.

This support has included directly financially donating, offering
raffle and auction prizes, sponsoring events and the collection of
foreign coins. The Group also uses its expertise, including IT skills,
to help smaller local businesses and charities.

In FY23, the Group has directly contributed over £27,000 to various charities.

The ESG review challenged the activities and support levels given.
The Group is committed to benefit charities by approximately
0.5% of the Group’s prior year’s post tax profit. We have chosen
Teesside Hospice to be our lead charity and we are working with the
hospice to make more of a difference with a longer-term project
and greater financial commitment. This initiative will also see the
Company further embrace volunteer days, encouraging more staff
to get involved in giving back while being paid by Ramsdens for
doing so. Branches will still collect foreign coins for local charities
that they themselves choose. We also support all staff by offering a
‘match fund’ scheme should individuals raise funds for causes close
to their hearts. We will have branch wide ‘dress down’ events where
funds will be raised for national causes e.g. Save the Children and
Christmas jumper day, which is always popular.

SOME OF THE CHARITIES SUPPORTED ARE:

RAMSDENS ANNUAL REPORT 2023SUPPLIER RELATIONSHIPS INCLUDING FRANCHISEES

The Group has a limited number of key trade suppliers. Strong
relationships have been built up over many years, with the supplier
and Ramsdens working 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 undertakes a periodic review of all material suppliers
to seek assurance that they have no modern slavery practices
within their supply chains, are managing their cyber risks and more
generally have the same ethos as Ramsdens on sustainability and
the environment. The Group’s statement on its compliance with the
Modern Slavery Act is available at www.ramsdensplc.com.

The Group has two franchisees operating two franchised stores.
Both franchised businesses are well established and were regularly
audited to ensure they meet the standards required by Ramsdens.

Governance
The Group has always prided itself on acting responsibly in every
aspect of the business. Our aim is to be open and accountable - an
industry leader in all that we do. We put ESG at the centre of our
plans and ensure our results are clear. For Ramsdens, it is about
doing the right thing for all our stakeholders, and doing it well.

While we do not believe that we monitor social and human capital
issues to a recognised standard we have a substantial suite of
policies that include data security, customer privacy, anti-bribery,
combatting modern slavery, whistleblowing, staff welfare, anti-
money laundering, as well as adhering to all aspects of the FCA’s
Senior Manager Regime, Conduct Rules and the Consumer Duty.

The Group is a member of the QCA and adopts its code of conduct
as detailed in our Corporate Governance section on pages 42 to 57.

The Nominations Committee undertakes a board effectiveness
review every year and as part of that review discusses diversity,
equality and independence. Further details are included in the
Nominations Committee report on page 50.

The Audit and Risk Committee have clear terms of reference on
the oversight of managing risk within the Group. Further details are
included in the Audit and Risk Committee report on page 48.

The newly formed ESG management committee convenes
monthly to assess progress, identify next steps, and troubleshoot
challenges. ESG has been a standing agenda item on the monthly
Board papers for many years but reporting will be enhanced with
reference to the implementation of the agreed ESG action plan.

In addition to our top-down approach, bottom-up engagement is
essential for the successful integration of ESG principles. To foster
this, we implement an open channel for employees at all levels to
contribute ideas, feedback, and solutions related to ESG initiatives.
We also encourage the flow of ideas to identify and act on local
opportunities for improvement. This dual approach ensures that
ESG is a shared responsibility and passion.

Following our materiality assessment, opportunities were
identified in the following areas - GHG emissions, Waste, Health
& Wellness, Employee Development, Management of Diversity,
Equity, and Inclusion, Culture & Engagement, Employer Supported
Volunteering, Charity Partnerships.

In 2024, we will continue to develop and improve our existing
programmes to tackle the priorities identified.

Taskforce on Climate related
Financial Disclosure (TCFD)

EVERYDAY SUSTAINABILITY

The services offered by Ramsdens have a sustainability and
recycling theme and embraces the ethos of a circular economy.
Customers use already owned assets to obtain a loan or receive
cash.

While the expectation of a pawnbroking customer is to repay the
loan in order to be able to borrow again, if they do not, the asset
pledged is either refurbished and recycled by being sold to a retail
jewellery customer or the item is melted for its intrinsic value with
the precious metal content reused in the manufacturing of new
jewellery or other manufacturing processes. The reclaimed precious
stones are reused to manufacture new jewellery either directly by
Ramsdens or through our trade contacts.

The same is true for our purchase of precious metals service.
We buy from customers unwanted, damaged or un-hallmarked
jewellery items. Those items are assessed for retail potential and
refurbished, recycled and hallmarked accordingly or melted for
their intrinsic value.

100% of the goods that Ramsdens process during these activities
are retained within our circular economy.

Recycling, repairing or refurbishing jewellery limits the need to
mine new gold, diamonds or other precious stones and thereby
reduces the environmental impact.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

Our retail jewellery offering is a mix of second-hand stock and
new stock with a good proportion of the new stock containing
diamonds and semi-precious stones which have been recycled.

FRAMEWORK

The Board has overall responsibility for overseeing the climate
related risks and opportunities – our approach to climate
change is governed at the highest level within our business.
To support the Board, we introduced into our governance
framework an ESG Management Committee, who also manage
the TCFD requirements. The ESG Management Committee has
representatives from across the business.

RISK

We continue to develop our detailed understanding of climate
related risks and opportunities, which fall into two categories,
physical and transitional. At this time, we consider the risks to be
minimal within the time horizon of our current strategic plan and
we have therefore not undertaken any modelling of the identified
risks. In addition, we have excluded climate change risk from our
Principal Risks and Uncertainties section of this Annual Report.

The ESG Management Committee has identified the following risks
and opportunities for the Business.

PHYSICAL RISKS

Our initial assessment of our store and head office locations
identified minimal risk of physical climate hazards such as coastal
and other flooding, and extreme heat or other weather events.
To further our understanding, we will embark on a more granular
review of our locations and the locations of our key suppliers in
2024. Our new store program incorporates assessment of physical
climate risks.

Our risk assessment identified the following;

Buildings and Personnel: Risk to physical assets and employee
safety due to extreme weather events.

Operational Disruptions: Risk of interrupted operations due to
severe weather conditions.

Impact on Footfall: Risk of reduced customer presence due to
extreme weather conditions like wind, heat, and rain.

TRANSITION RISKS

We have undertaken a climate materiality assessment exercise
which has provided a foundation for building transition scenarios.
This identified minimal risk within a medium term horizon.

Our risk assessment identified the following;

Reduced Air Travel: Risk of revenue loss due to regulatory or
behavioural shifts away from air travel.

Infrastructure Upgrades: Capital risk associated with the need to
upgrade infrastructure for sustainability as a result of changes in
legislation e.g. the energy performance of buildings.

Regulatory Changes: Risk of increased operational costs due to
evolving environmental regulations.

Increased Reporting Requirements: Risk of administrative burden
and potential non-compliance.

Carbon Taxes: Financial risk associated with potential or existing
carbon pricing mechanisms.

Lagging Industry Standards: Risk of reputational impairment due
to failure to align with prevailing sustainability benchmarks within
the industry.

Opportunity Cost of Delayed Sustainability Integration: Risk of
forfeiting market share and competitive advantage owing to tardy
adoption of sustainable practices.

OPPORTUNITIES

We have conducted an initial assessment of climate related
opportunities and do not expect any material opportunities to
develop within the short term. However, we are encouraged by
growing consumer awareness of choosing sustainable products
which may help grow our jewellery retail operations.

We identified the following climate related opportunities

Energy Generation: Opportunity for revenue generation or cost
saving through renewable energy projects, including solar panels
on Company owned buildings.

Operational Efficiency: Opportunity for cost savings and revenue
generation through waste reduction and material reuse.

Sustainable product offering: Opportunity to attract and retain
customers by aligning with their sustainability expectations.

Improved ESG Ratings: Opportunity for enhanced market
reputation due to wider recognition and greater disclosure of
improving ESG activities.

RAMSDENS ANNUAL REPORT 2023
Strategic Priorities

TCFD OBJECTIVE 1 - CARBON FOOTPRINT

Streamlined Energy & Carbon
Reporting

In alignment with our overarching commitment to environmental
stewardship, we have identified the reduction of our Carbon
Footprint as key strategic priority. In FY24 we will move to a 100%
renewable electricity supply contract from March to achieve our key
target. We will continue to invest in energy-efficient technologies
particularly in our new store openings. As we own our head office
building we are able to invest for the long-term in renewable
energy. We will investigate the viability of fitting solar panels with
the hope that the building can be self-sufficient in energy use.

YEAR END
SEPT 2023

TOTAL ENERGY
CONSUMPTION

2,282

kWh

DOWN
9%

CARBON
INTENSITY
(location based)

0.78

(tCO2e/FTE)

DOWN

10%

We have already ensured that our waste collection from high street
stores and head office locations does no go to landfill. For stores
located in shopping centres, the waste services are supplied by
centre and in these instances we will encourage the centre to take
the same approach with a target of 0% waste to landfill.

TCFD OBJECTIVE 2 - CLIMATE CHANGE GOVERNANCE

In recognition of the emerging risk from the impact of climate
change on business operations and sustainability, we have
identified the integration of climate change considerations into
our formal risk management process as a strategic priority. This
will involve a review and update of our existing risk management
framework to include climate-related risks such as physical risks
(e.g., extreme weather events) and transition risks (e.g., regulatory
changes). We will collaborate with experts to develop robust
climate risk assessment methodologies and will train our risk
management team to effectively evaluate these risks. By doing so,
we aim to ensure that our business strategies are resilient to the
evolving landscape of climate-related challenges.

TCFD OBJECTIVE 3 - PARTNER WITH RESPONSIBLE
SUPPLIERS

We have identified sustainable procurement as a strategic priority.
We will ensure we only partner with suppliers who demonstrate
proactive and responsible business practices, including but not
limited to environmental stewardship, fair labour practices, and
ethical governance. We will formalise these expectations with
suppliers and outline our requirements and expectations clearly. We
will assess current and potential suppliers rigorously based on their
sustainability and responsibility credentials through onboarding
procedures and periodic supplier reviews.

ENERGY & WATER USAGE INCLUDING GREENHOUSE GAS
EMISSIONS

Our greenhouse gas 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 year ended 30 September 2023 and is compiled
in accordance with 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.

Energy Consumption

Year ended 30
Sept 2023

Year ended 30
Sept 2022

Direct Transport (kWh)

134,230

332,794

Total Electricity (kWh)

2,069,878

2,098,679

Total Gas (kWh)

78,093

69,928

Total UK Energy Consumption (kWh)

2,282,201

2,501,401

Total Global Energy Consumption
(kWh)

2,282,201

2,501,401

Carbon Emissions

Year ended 30
Sept 2023

Year ended 30
Sept 2022

Scope 1 : Direct Transport (tCO2e)

Scope 1: Gas (tCO2e)

Total Scope 1 (tCO2e)

Location Based – Electricity (tCO2e)

Market Based – Total (tCO2e)

Scope 2 Location Based (tCO2e)

Scope 2 Market Based (tCO2e)

Full Time Equivalent Employees*

Carbon Intensity Scope 1+2 (tCO2e/
FTE) Location Based

Carbon Intensity Scope 1 + 2 (tCO2e/
FTE) Market Based

424

654

465

697

600

0.78

1.16

406

663

480

737

550

0.87

1.34

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

METHODOLOGY

TARGETS

In line with SECR requirements we have reported on the underlying
energy used to calculate Group Greenhouse Gas (GHG) emissions.
All our GHG emissions relate to the UK. BEIS 2022 and 2023 emission
factors have been used for all emission sources. The gas and
electricity data has been obtained from our energy suppliers which
is mainly SSE. The data provided includes estimated usage where
smart meters are not installed. The Full Time Employees number
has been estimated using the full time equivalent as at the year-
end.

Our commitment is to manage our business operations in an
environmentally responsible manner. This involves minimising
waste, maximising our recycling efforts, and actively working to
lesson our impact on the climate. We have already signed a new
energy contract for 100% renewable electricity which starts in March
2024. We will continue to roll out smart meters and ensure our data
accuracy improves further in the upcoming year. We will continue
to use motion sensors and LED lighting for all new stores and where
we refurbish existing stores.

Employee travel is an inevitable requirement in our business but we
strive to minimise this by ensuring people consider public transport
and car sharing.

We have targeted to deliver more training in FY24 using video
conferencing.

We also have a communication plan to encourage all staff to
minimise their personal energy consumption.

SUMMARY

The reduction in Direct Transport emissions is consequence of a
change in approach in providing company cars. The Group has
phased out the use of company cars during the year. In FY24 the
Group will only operate vans for the property maintenance team.
The travel of those previously using company cars has transferred
into scope 3 emissions given they are using their own personal
vehicles. In the future we will investigate our scope 3 emissions in
more detail and consider how we better report our impact in this
area.

While the store estate has increased during the year, the headline
energy consumption has reduced. We believe this is a result of
improved data accuracy in 2023 with more smart meters and
therefore less estimates, as opposed to a significant change in
operations.

RAMSDENS ANNUAL REPORT 2023Principal Risks & 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

GLOBAL / REGIONAL PANDEMIC
The coronavirus pandemic was brought under control
using a vaccination program but this followed a
period of significant worldwide disruption.

While the pandemic and restrictions would be outside the
Group’s control, the Group has the following protections in
place;

There is a possibility of a severe outbreak of another
similar virus.

•

IMPACT AND
CHANGE IN RISK

The Board considers
the risk of the
pandemic restrictions
recurring to be low
but is mindful of the
impact of a future
pandemic being
significant.

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

• Well invested IT systems which enable remote working

•

Leases with flexible break options across the store
portfolio to adapt to any longer-term shifts in customer
behavior or local demand

Alternative supplier networks for key supplies

Essential service classification enabling the Group to
trade during lockdowns

Growing online presence

As seen in 2020, the implications of a pandemic 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

The failure of key suppliers could impact the
provision of key services

Employee health and wellbeing 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.

The UK is suffering from high energy prices, high
inflation and increasing interest rates. These ‘cost-
of-living’ pressures may adversely affect consumer
confidence to travel abroad, buy luxury items or be
able to repay loans.

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

Where possible the Group has property leases with flexible
break options should a store need to close or be relocated.

The Group could pass on increased costs to the customer by
raising jewellery prices.

Inflationary costs also have an adverse impact on
Ramsdens directly.

The Group could pass on increased costs by increasing margins
on its foreign currency exchanged.

Ramsdens uses energy to heat and light its store
estate and the increased cost will impact the Group.

Inflationary pressures and labour shortages are
leading to higher salary costs.

The Group’s suppliers will have higher costs and as
such may pass those costs on to Ramsdens.

The Group could pass on increased costs to customers by
increasing pawnbroking interest rates.

The Group has a substantial number of its properties with
agreed fixed energy pricing through to February 2024.

The Group uses its RCF facility to fund the seasonal working
capital needs particularly in the peak FX summer season.
Interest costs are therefore closely managed by ensuring the
RCF facility is used efficiently through the year.

The Group’s jewellery offering is focused on value for money.
New customers may be attracted to the lower price points
available at Ramsdens.

The economic
conditions of high
inflation, high energy
costs and increasing
interest rates
have been similar
throughout the year.
Inflation has started to
reduce and the future
economic outlook is
expected to improve.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

RISK AND
IMPACT

IT SECURITY

Failure 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 damage to the Ramsdens
reputation.

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

REGULATORY

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.

Risks include the business breaching regulations,
loss of regulatory approvals, or future changes in
regulation impacting the Group’s ability to trade.
These risks could lead to financial penalties,
reputational damage or increased administrative
costs from increased regulation.

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.

MITIGATING
FACTORS

The Group’s internal IT team assesses daily any vulnerability
to potential cyber threats and uses a suite of tools such as
antimalware, autonomous network monitoring and response
solutions, network management software, web filtering 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 the Covid-19 pandemic.

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

The Group has access control within its IT systems and
regularly reviews allocated permissions are appropriate.

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 support
from professional advisers and through various memberships
of trade associations the Board are always made aware of
regulatory changes.

The Group has implemented the New Consumer Duty during
the year.

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 kept up to date on all FCA communication
including FCA data surveys throughout the year.

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

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.

RAMSDENS ANNUAL REPORT 2023RISK AND
IMPACT

MITIGATING
FACTORS

IMPACT AND
CHANGE IN RISK

EXCHANGE RATE RISK

While 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.

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.

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.

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 Group uses monthly forward contracts to hedge against
adverse exchange rate movements in its two key currencies,
Euros and US dollars.

The Board considers
the risk is unchanged.

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

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.

The sterling gold
price has remained
high throughout the
year due to economic
conditions and the
ongoing uncertainty
caused by global
conflicts.

The Board considers
the risk is unchanged.

The Group has a strong balance sheet with a healthy cash
position. The Group has a £10m revolving credit facility in place
to March 2026, provided by Virgin Money.

The Group currently has credit bank balances held with
Barclays Bank and Virgin Money. The Group currently uses
Barclaycard to process its merchant transactions.

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 extended
the RCF facility during
the year by two further
years to 2026 thus
slightly reducing this
risk.

The Group has invested in training programmes 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.

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

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
20,000 customers and the average pawnbroking loan is £325.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

RISK AND
IMPACT

FINANCIAL CRIME

MITIGATING
FACTORS

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

The Group is at risk from various forms of criminal
activity including theft, money laundering, cybercrime
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 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.

IMPACT AND
CHANGE IN RISK

The Board considers
that with a more
uncertain economic
environment the risk
has increased.

RETENTION AND RECRUITMENT

The Group is at risk of having insufficient staff
resources to achieve its strategic goals. Where new
staff are recruited, they may not initially be as skilled
to serve customers and cross sell as experienced
members of staff.

The Group mitigates risk by having strong staff engagement.
Through that, the Group has received great feedback on
staff being happy working for Ramsdens. The retention issue
during and shortly after the pandemic has been generally as
a result of lifestyle choices as opposed to changing career or
moving to another employer within a retail environment.

The Board considers
that there has been a
slight reduction in this
risk with staff numbers
increasing during the
year.

The Group is focused on staff development and has an
extensive induction programme offering classroom, elearning
and on the job training to enable new staff to add value in the
shortest possible timeframe.

The Group has excellent IT systems that assist new staff
members to process transactions while offering prompts
and inbuilt control parameters to minimise errors and meet
regulatory requirements.

The Strategic Report, as set out on pages 4 to 39, has been approved by the Board

By order of the Board

Peter Kenyon
Chief Executive Officer

14 January 2024

RAMSDENS ANNUAL REPORT 2023Corporate
Governance

Board of Directors

Chairman’s introduction

Corporate Governance Principles

Audit and Risk Committee report

Nomination Committee report

Remuneration Committee report

Directors’ report

Directors’ responsibilities Statement

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

RAMSDENS ANNUAL REPORT 2022

22
41

RAMSDENS ANNUAL REPORT 2023Board of Directors

EXECUTIVE DIRECTORS

Peter Edward Kenyon (58)
Chief Executive Officer

Martin Anthony Clyburn (42)
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 the current
President of the National Pawnbrokers
Association and became a Director of
the Company at the time of the MBO in
September 2014.

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 and undertakes a board
observer role within a private equity
backed company. Martin holds a degree
in Mathematics, Operations Research,
Statistics and Economics from Warwick
University.

External appointments – Peter is a Director
of The National Pawnbrokers Association.

External appointments – None

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

NON-EXECUTIVE DIRECTORS

Andrew David Meehan (68)
Non-Executive Chairman

Simon Edward Herrick (60)
Non-Executive Director

Karen Ingham (58)
Non-Executive Director

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, Shaw Education Trust
and Wessex Children’s Hospice Trust. He
is a Director of Lanthorne Ltd, and Cheviot
Court (Luxborough Street) Ltd.

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, Darty plc and PA
Consulting Limited and CEO of Northern
Foods plc. Since leaving Debenhams,
Simon has undertaken consultancy work
in a number of sectors and has a portfolio
of Non Executive Director roles. Simon
is a Fellow of the Institute of Chartered
Accountants in England and Wales and
holds an MBA from Durham University.

External appointments – Simon is Interim
Chair at Christie Group plc, Head of the
Audit Committee at Biome Technology plc,
and a director of Herrick Inc Ltd and Sports
Punk Ltd.

Karen joined the board of the Company
on 1 November 2022. Karen has extensive
experience across several leading
consumer-facing and financial services
businesses as well as a proven track record
in developing and improving brands’
customer experience to support their
profitable growth. Karen retired from the
position of Vice President at Expedia Group
in commercial sales and support, the online
travel and shopping company in March
2023.

External appointments - Karen is a Director
of Manhealth CIC.

RAMSDENS ANNUAL REPORT 2023Chairmans Introduction

The Board is committed to supporting high standards of corporate governance
and during the financial year ended 30 September 2023 the Board continued
to operate in line with the Quoted Companies Alliance (QCA) Corporate
Governance Code (the ‘Code’).

In this section of the Annual Report, we set out our governance
framework, how we apply the QCA ten principles, and reports of the
Audit & Risk Committee, Remuneration Committee and Nomination
Committee. The Board reviewed and approved the terms of
reference for each Committee during the year.

The Group is FCA authorised and with that is subject to the Senior
Managers and Certification Regime, the Conduct Rules that come
with that and the recently launched Consumer Duty which puts
good outcomes for customers at the heart of decision making.
The Board has therefore been committed to a strong ethos of
doing the right thing and this culture permeates through Ramsdens.

Our people are what makes our business successful. We are focused
on providing them with a great place to work, where they feel valued
and have the opportunity to fulfil their potential. There are strong
open lines of communication within the business and I see great
levels of engagement in the staff engagement surveys, pulse surveys
and feedback channels. Our values are at the core of how we
operate, and the Board experiences those values whenever it meets
with staff in branches and at head office. We remain focused on
encouraging diversity and inclusion across the business.

Karen Ingham joined the board on 1st November 2022 replacing
Steve Smith who retired at the AGM in February 2023. I have placed
on record the Board’s thanks to Steve for his six years on the Board
overseeing the Company’s admission to AIM and beyond. Karen
has completed her induction into the business and debriefed her
positive ‘first impressions’ with the Board. Karen contributed at her
first strategy planning day, bringing her wealth of experience
gained in the consumer services industry and from her former
non-executive role at the Newcastle Building Society to the Group.

The Board has largely met in person during the year, save for two
meetings where one director needed to attend virtually.

Andrew Meehan Non-Executive Chairman

This report includes more details on the Group’s approach to ESG
and compliance with the Task Force on Climate-related Financial
Disclosures, which can be found on pages 26 to 35.

I look forward to welcoming
shareholders to our AGM which will
be held in Middlesbrough on 11 March
2024.

Andrew Meehan
Non-Executive Chairman

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Corporate Governance
Principles

PRINCIPLE 1 – ESTABLISH A STRATEGY AND BUSINESS
MODEL WHICH PROMOTE LONG TERM VALUE FOR
SHAREHOLDERS

PRINCIPLE 4 – EMBED EFFECTIVE RISK MANAGEMENT,
CONSIDERING BOTH OPPORTUNITIES AND THREATS
THROUGHOUT THE ORGANISATION

Please see the Strategic Report from pages 4 to 39.

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 in 2017. The Group will continue to:

•

improve the performance of the existing store estate,

expand the branch footprint in the UK,

develop our online proposition,

appraise opportunities presented by operating in a
challenging market, and

focus on sustainability through our ESG strategy.

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 results. In addition,
the Executive Directors, through the Investor Meet Company
platform, offer a live webinar following the interim and full year
results, where questions can be asked. These are available to watch
on the Company’s website www.ramsdensplc.com.

All shareholders have been encouraged to attend AGMs to ask
questions or at any time through our investor relations channels by
emailing IR@ramsdensplc.com.

The Chairman and Non-Executive Directors remain available to
discuss any matters shareholders might wish to raise and will attend
meetings with institutional investors if requested.

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 the 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.

Please see the Strategic Report pages 4 to 39 where we discuss our
stakeholder engagement in particular with employees, customers,
suppliers, regulators and the communities in which we operate.

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 ten
times per annum 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
controls to manage risk. He is assisted by a centralised team of
four Compliance and Risk officers and a team of six field internal
auditors. All branches and head office departments are subject to
regular audits. 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.

At the year end the Board was comprised of five Directors, three
Non-Executive Directors, who are all considered independent and
two Executive Directors. Those five Directors have a mix of skills,
experience and backgrounds.

As part of the annual board effectiveness review and as part of the
Group’s long term succession planning, Steve Smith stood down as
Non-Executive Director in February 2023 being replaced by Karen
Ingham, who started in November 2022.

The Nominations Committee meet at least annually and their
report is on page 50.

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 42 to 43.

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

RAMSDENS ANNUAL REPORT 2023Each 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. A key part of Karen’s induction was to
speak with various staff in stores and each department head.

The two Executive Directors both work full time and receive support
from a dedicated management team and professional advisers.
The Directors receive specialist advice from regulatory advisers
and lawyers when required. During the last year this advice has
included anti money laundering, FCA regulations, GDPR, AIM rules
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.

Having recently changed the Board composition, the Board
believes that it has the appropriate experience, skills and capability
for a FCA regulated business of its size.

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

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

Every year, each member of the Board completes a board
effectiveness review questionnaire. The Chairman then leads
specific discussion on the effectiveness of the Board, each
member’s contribution and how the Board can develop and
improve its effectiveness. The Chairman and Non-Executive
Directors meet with the wider senior management team to
evaluate progress on the Group’s strategic objectives and
additionally meet regularly without the Executive Directors being
present.

Having recently changed the Board composition, the Board
believes that it has the appropriate experience, skills and capability

for a FCA regulated business of its size.

The Nominations Committee meet at least annually and their
report is on page 50.

PRINCIPLE 8 – PROMOTE A CORPORATE CULTURE THAT IS
BASED ON ETHICAL VALUES AND BEHAVIOURS

The Group operates with three core values of being trusted, open
and passionate and challenges all staff to consider the values in the
decisions they make and actions they take. Doing the right thing
has been central to the Group’s success.

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 and the Consumer Duty. The
Board is satisfied that the culture of the business is to undertake all
activities in line with the conduct rules and deliver good outcomes
for customers.

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 data gathered from complaints, compliments and trust pilot
reviews 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

During the year, the Board comprised two Executive directors and
three Non-Executive Directors. The Board aims to meet at least 10
times per year.

The following table shows Director’s attendance at scheduled
board and committee meetings during the reporting period and
during their tenure in respect of Steve and Karen.

Board

Audit

Remuneration Nomination

Andy Meehan

12/12

Simon Herrick

12/12

Karen Ingham

10/10

Steve Smith

4/4

Peter Kenyon

12/12

Martin Clyburn

12/12

5/5

4/4

2/2

4/4

3/3

2/2

1/1

RAMSDENS ANNUAL REPORT 2023The 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
the chair and the respective authors of the board papers. 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 48.

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:

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

•

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 programme and reports to the
Executive Directors on a regular basis;

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;

Central control over key areas of capital expenditure,
commercial contracts, litigation and treasury: and

Reports from the ESG Management Committee on progress to
ESG priorities.

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.

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. In addition, the Executive
Directors, through the Investor Meet Company platform, offer a live
webinar following the interim and full year results, where questions
can be asked. These are available to watch on the Company’s
website www.ramsdensplc.com.

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 11 March 2024. The Annual
Report and Accounts and Notice of the AGM will be sent to
shareholders at least 20 working days prior to this date.

RAMSDENS ANNUAL REPORT 2023Audit & Risk Committee Report

As Chair of the Audit and Risk Committee, I am pleased to present the Committee’s
report for the year ended 30 September 2023.

The Committee plays an important part in the governance of the
Company with its principal activities focused on the integrity of
financial reporting, quality and effectiveness of internal and external
audit, risk management and the system of internal control. In this
report, I aim to share some of the Committee’s discussions from
the year, providing insight regarding the role of the Committee, the
main matters considered by it during the year and the conclusions
drawn. The Committee meets formally at key times within the
reporting calendar and the agendas for its meetings are designed
to cover all significant areas of risk over the course of the year and
to provide oversight and challenge to the key financial judgements,
controls and processes that operate within the Company.

The Committee is pleased to report the successful implementation
of the FCAs Consumer Duty during FY23. We have also overseen the
Group’s first report on TCFD and have reviewed the performance
of Grant Thornton UK LLP as external auditors, on what is their third
audit, maintained an awareness of cyber security, and reviewed the
processes and risk management in place across the business.

•

Review of the suitability of the external auditor;

Review of the financial statements and Annual Report;

• Consideration of the external audit report and management

representation letter;

• Going concern review;

•

Implementation of and adherence to FCA’s Consumer Duty;
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 have remained unchanged. The Committee fully
considered the impact of climate change risks which at this point
the Committee feels the risks are not material to the Group in the
short to medium term.

During FY24 the Committee will oversee the introduction of a
formal risk appetite statement.

ROLE OF THE EXTERNAL AUDITOR

MEMBERS OF THE AUDIT AND RISK COMMITTEE

The Committee at the year-end consisted of myself as Chair and
my two fellow Non-Executive Directors, Karen Ingham and Andrew
Meehan. During the year Stephen Smith acted on the Committee
until stepping down in February 2023. Training has been provided
for Karen by way of a thorough induction process which included
access to the external auditor, the Head of Compliance and Risk
and relevant members of management team. The Committee has
met five times in the year and the detailed attendance list is on
page 46.

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 and currently chair the Audit & Risk Committees at
Christie Group plc, FireAngel Safety Technology Group plc and
Biome Technology 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 and the Head of Compliance & Risk
without any Executive Directors present.

The Audit and Risk Committee monitors the relationship with the
external auditor, the provision of non-audit services by the external
auditor and assesses the auditor’s performance. This year is the
third set of financial statements audited by Grant Thornton UK LLP.
The Committee remains reassured that they are independent and
by their approach and objectivity. The Audit and Risk Committee
recommends that Grant Thornton UK LLP be re-appointed as the
Company’s auditor at the next AGM.

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, identifies significant and other risks associated with the audit
(including Key Audit Matters) and prepares an 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, covering the adequacy of controls
and any judgemental areas. The Auditor’s report can be found on
pages 60-67.

One topic has been raised by the Auditor under Key Audit
Matters, requiring more substantive audit work and verification.

DUTIES OF THE COMMITTEE

Pawnbroking revenue may be misstated due to fraud and error

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:

Interest receivable on pawnbroking loans is recognised as interest
accrues by reference to the principal 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 interest
reflects the application of IFRS 9.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

For active pawnbroking loans (loans not in the course of realisation)
the Group estimates the expected credit losses. 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 credit losses. The key estimates within the
expected credit loss calculation are;

1. Non Redemption Rate

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.

This is based upon current and historical data held in respect of
non–redemption rates.

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. As Chair of the Audit and Rick
Committee I am the final contact point for resolution any issues and
received one contact during the year. Following a full investigation
no further action was required.

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 year there
were no incidents for consideration.

Overall, I am satisfied that the activities of the Committee enable
it to gain a good understanding of the key matters impacting the
Company during the year along with oversight of the governance
and operation of its key controls.

I will be available at the AGM to answer any questions about
our work.

Simon Herrick
Chair of the Audit and Risk Committee.

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.

For pawnbroking loans in the course of realisation the Group
estimates the expected credit losses based on the expected
outcome from selling the pledged goods. The key estimates within
the expected credit loss calculation are;

1. Proceeds of sale

This is based upon the retail price the goods are offered for sale at.

2. Time to sell

This is based upon current and historical data in respect of the
average time to sell.

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 pawnbroking loans. This
includes the impact of changes to the key credit loss assumptions
listed above. The Committee is satisfied that the recognition of
pawnbroking revenue and pawnbroking credit losses 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 the senior compliance
and operational team. A summary of the findings is discussed
in the monthly Compliance & Risk presentation to the Executive
Committee. The minutes of the meetings are reviewed by the Audit
and Risk Committee.

RAMSDENS ANNUAL REPORT 2023Nomination Committee Report

As Chair of the Nomination Committee, I am pleased to present the Committee’s
report for the year ended 30 September 2023.

MEMBERS OF THE NOMINATION COMMITTEE

The Nomination Committee met twice during the year. The first
meeting was attended by myself and my then fellow Non-Executive
Directors Simon Herrick and Stephen Smith. At the first meeting,
the appointment of Karen Ingham was recommended to the
Board. At the second meeting, Stephen had resigned and Karen
following appointment as a non-executive director, also joined
each committee including the Nominations Committee. Karen has
subsequently completed her induction into the business.

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; and

•

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 42 and 43 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 met twice in FY23

Karen joining the Committee has allowed for a fresh perspective
to be added to the Board effectiveness review findings and the
longer-term succession planning for the executive and non-
executive directors.

We are cognisant of the importance of independent non-
executive directors and we are regularly reviewing guidance around
independence to ensure the board structure remains appropriate.

On a medium-term basis, the senior management team remains
relatively young and the Committee is fully supportive of the
leadership development plans in place which continue to 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

Andrew Meehan
Chair of the Nominations Committee

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Remuneration Committee Report

As Chair of the Remuneration Committee, I am pleased to present the Committee’s
report for the year ended 30 September 2023 which sets out the remuneration policy
and the remuneration paid to the Directors for the year.

COMPOSITION AND ROLE

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 terms of reference were reviewed during
the year and are available at www.ramsdensplc.com.

REMUNERATION POLICY

Our remuneration policy is to:

Include a competitive mix of base pay (salary and 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 awarded a base pay level and
individually choose the allocation to their pension based on
their own circumstances and the pension regulations.

•

To ensure that all employees are rewarded fairly for their
contribution to the ongoing success of the Group. In FY24, we
will continue to ensure our entry level pay is at the Real Living
Wage which will result in 85% of the employees receiving a
pay rise greater than 8%, with more than 40% receiving a salary
increase of 10% or more.

In determining the pay of directors, a benchmarking exercise is
undertaken against our directly listed peer company and other
North East based FCA regulated companies. We have engaged
remuneration review specialists to assist in determining Executive
and Non-Executive Director pay levels for FY24 and beyond.

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

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

The following table summarises the total gross remuneration of the
Directors who served during the year to 30 September 2023.

Provide appropriate alignment between the interests
of shareholders and executives including minimum
shareholdings; and

•

Salary

Pension

PHI

Fixed Pay

Bonus

LTIP

Variable Pay

Total FY23

Total FY22

Executive

Peter Kenyon

£233,332

£9,500

£1,760

£244,592

£150,000

£118,455

£268,455

£513,047

£521,004

Martin Clyburn

£160,058

£10,000

£797

£170,855

£105,000

£81,324

£186,324

£357,179

£361,284

Non-Executive

Andrew Meehan

£69,207

Simon Herrick

£50,547

Stephen Smith

£14,041

Karen Ingham

£36,667

£69,207

£50,547

£14,041

£36,667

£69,207

£67,559

£50,547

£49,344

£14,041

£41,120

£36,667

Aggregate
remuneration

£563,852

£19,500

£2,557 £585,909 £255,000 £199,779

£454,779

£1,040,688

£1,040,311

RAMSDENS ANNUAL REPORT 2023The Group’s profitability grew by £1.8m (22%) and this level of
financial performance represented 60% of the maximum award
given the stretching targets set under the senior bonus scheme.
As the Group made progress in various non financial targets, the
Executive Directors were awarded 60% of their total remuneration
as a bonus.

A new senior bonus scheme has been set for FY24 which again
enable the Executive Directors to earn up to 100% of their salary
subject to achieving stretching financial performance targets and
other non-financial objectives. The Remuneration Committee
retains discretion over the awards.

Long Term Incentive Plans

LTIP 3 FY19 – FY22

The LTIP 3 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, subsequently extended to 30
September 2022 with the change of year end due to covid, 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 base share price was
£1.88.

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 hurdle target for the EPS is 19.2p.

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.

As a result of progress in EPS, 66% of the EPS award vested, but the
TSR hurdle was not met.

Peter Kenyon exercised his Option over 16,500 Ordinary Shares and
Martin Clyburn exercised his Option over 8,250 Ordinary Shares, with
other beneficiaries exercising their Options over a total of 47,025
Ordinary Shares. One beneficiary has 1,650 Options which have
vested but have not yet been exercised.

LTIP 4 FP20 – FY23

The LTIP 4 scheme was introduced following the publication of
the FP20 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 FP20 results to 30 September 2024 with no award being made
if the return rate is less than 50% over the period. A sliding scale will

apply with 100% of the award vesting if 75% growth is achieved over
the period. The base share price is £1.48

Fifty percent of the award is based on increasing the earnings per
share. No award will be made if the earnings per share does not
exceed 19.5p for FY23 with the maximum award vesting at 22p.
A sliding scale will apply between 19.5p and 22p.

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

Peter Kenyon was awarded 120,000 share options and Martin
Clyburn 80,000 share options under the scheme. An additional
262,500 share options were allocated to 19 Group employees.

The EPS maximum performance target has been met and as such
50% of the total award will vest. Subject to the share price from
publication of the accounts to the AGM, it is anticipated that TSR
condition will be partially met and over 50% of the TSR award will
vest.

LTIP 5 FY21– FY24

A further scheme was introduced following the publication of the
FY21 Annual Report. This scheme had two elements, an LTIP as per
previous years with performance conditions and a new CSOP which
had only employment service conditions. The scheme includes
21 members of the senior team in line with the Group’s strategy to
align the senior managers with the shareholders.

The performance conditions of the LTIP scheme are:

TSR - Fifty percent of the award is based on the total shareholder
return (share price movement and the value of dividends) over the
period from FY21 results to 30 September 2024 with no award being
made if the return rate is less than 31% over the period. A sliding
scale will apply with 100% of the award vesting if 60% growth is
achieved over the period. The base share price is £1.665

EPS - Fifty percent of the award is based on increasing the earnings
per share. No award will be made if the earnings per share does
not exceed 21.1p for FY24 with the maximum award vesting at 23p.
A sliding scale will apply between 21.1p and 23p.

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

Peter Kenyon was awarded 100,000 share options and Martin
Clyburn 70,000 share options under the LTIP scheme. An additional
168,000 LTIP share options were allocated to 10 Group employees.

The CSOP scheme includes 110,000 shares options, at an option
price of £2.005. This was issued to 18 participants. Peter and Martin
are not included in the CSOP scheme.

A total of 448,000 share options are included in the long term
incentive schemes for the period FY21 to FY24.

LTIP 6 FY22– FY25

A further scheme was introduced following the publication of the
FY22 Annual Report. This scheme had two elements, an LTIP as per
previous years with performance conditions and a new CSOP which
had only employment service conditions. The scheme includes
21 members of the senior team in line with the Group’s strategy to
align the senior managers with the shareholders.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

The performance conditions of the LTIP scheme are:

Peter and Martin are not included in the CSOP scheme.

TSR - Fifty percent of the award is based on the total shareholder
return (share price movement and the value of dividends) over
the period from FY22 results to 30 September 2025 with no award
being made if the return rate is less than 19% over the period.
A sliding scale will apply with 100% of the award vesting if 37%
growth is achieved over the period. The base share price is £2.30.

EPS - Fifty percent of the award is based on increasing the earnings
per share. No award will be made if the earnings per share does not
exceed 26.4p for FY25 with the maximum award vesting at 28.8p.
A sliding scale will apply between 26.4p and 28.8p.

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

Peter Kenyon was awarded 100,000 share options and Martin
Clyburn 70,000 share options under the LTIP scheme. An additional
188,000 LTIP share options were allocated to 10 Group employees.

A total of 508,000 share options are included in the long term
incentive schemes for the period FY22 to FY25.

LTIP 7 FY23– FY26

It is the Board’s intention to issue a further scheme within 42 days
of the publication of this Annual Report. This scheme, which will
include an LTIP with performance criteria and CSOP with service
criteria, 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 LTIP scheme will follow the principles of the 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 CSOP scheme includes 150,000 shares options, at an option
price of £2.30. This was issued to 20 participants.

The Remuneration Committee retain discretion over the amount
and terms of any long term incentive scheme.

A summary of the scheme share option awards is below;

LTIP 4

LTIP 5

LTIP 6

Testing Date

January 2024

January 2025

January 2026

Excercise by date

February 2031

February 2032

February 2033

Name of Director

Peter Kenyon (LTIP)

Martin Clyburn (LTIP)

Other beneficiaries (LTIP)

Other beneficiaries (CSOP)

120,000

80,000

262,500
(19 beneficiaries)

100,000

70,000

168,000
(10 beneficiaries)

110,000
(18 beneficiaries)

100,000

70,000

188,000
(10 beneficiaries)

150,000
(20 beneficiaries)

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

Type of share

Holding as at 30
September 2022

Acquired in the
financial period

Sold in the financial
period

As at 30 September
2023

Executive

Peter Kenyon*

1p ordinary

Martin Clyburn*

1p ordinary

Non Executive

Andy Meehan*

1p ordinary

Simon Herrick

1p ordinary

1,152,507

209,375

347,320

19,950

Karen Ingham

1p ordinary

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

Karen Ingham purchased 7,500 shares following the pre close
trading update after the year-end.

30,000

1,152,507

209,375

317,320

19,950

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

Simon Herrick
Chair of the Remuneration Committee

RAMSDENS ANNUAL REPORT 2023Directors’ Report for the year
ended 30 September 2023

The Directors have pleasure in presenting their report and the financial statements of
the Group for the year ended 30 September 2023.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

The principal activities of the Group during the year continue to be: the supply of foreign exchange services, pawnbroking, jewellery sales,
and the purchase of unwanted precious metals, mainly gold jewellery from the general public subsequently sold to the bullion market. The
Group operates from branches supported by an online offering. The results for the year 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

DIRECTORS AND THEIR INTEREST

The results for the year are set out in the Consolidated
Statement of Comprehensive Income on page 68.

The directors have proposed a final dividend of 7.1p following an
interim dividend of 3.3p paid on 6 October 2023.

LIKELY FUTURE DEVELOPMENT

Our priorities for the following financial year are disclosed in the
Strategic Report on pages 4 to 39.

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 2023 were as shown in the table below.

Name of holder

Close Asset Management

Otus Capital Mgt.

Downing LLP

Hargreaves Lansdown Asset

Interactive Investor

Rowan Dartington

number

3,339,392

3,323,822

3,101,594

2,840,456

2,564,438

1,360,962

Stichting Value Partners

1,180,000

Peter Kenyon (CEO)

A J Bell Stockbrokers

1,152,507

1,027,200

% of voting rights
in the issued share
capital

10.53

10.48

9.78

8.96

8.09

4.29

3.72

3.63

3.24

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

Andrew Meehan
Stephen Smith, resigned 1 February 2023
Simon Herrick
Karen Ingham, appointed 1 November 2022

Directors’ beneficial interests and their remuneration are detailed in
the Remuneration Report on pages 51 to 53.

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 Group has prepared the financial statements on a going
concern basis, with due consideration to the present economic
situation.

The Board have conducted an extensive review of forecast earnings
and cash for the period to 31 January 2025 considering various
scenarios.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

At 30 September 2023 the Group has significant cash balances of
£13.0m, readily realisable stock of gold jewellery and access to the
£2.0m unutilised element of a £10m revolving credit facility with
an expiry date of March 2026. In the year ended 30 September
2023 the Group has traded profitably and generated cash from
operations.

The Board have been able to conclude that they a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the
Group continues to adopt the going concern basis in preparing
the financial statements. The going concern assessment covers the
period to 31 January 2025.

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 36 to 39 of the Strategic Report.

POST BALANCE SHEET EVENTS

provide continuing employment wherever practicable in the same
or an alternative position and to provide appropriate training to
achieve this aim.

STREAMLINED ENERGY AND CARBON REPORTING

Our streamlined energy and carbon reporting is set out in the
focusing on sustainability through our ESG Strategy section of this
Report.

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.

There have been no material post balance sheet events.

AUDITOR

ANNUAL GENERAL MEETING

The next AGM will be held on 11 March 2024.

POLITICAL DONATIONS

No political contributions were made during the year (FY22: £nil).

STAKEHOLDER ENGAGEMENT

The Directors recognise that communication with the Group’s
employees is essential and the Group places importance on the
contributions and views of its employees. Details of employee
involvement are set out in the Strategic Report and in the section
172(1) statement.

The section 172(1) statement, together with the Focusing on
sustainability through our ESG Strategy section of this Report,
also details how the Directors have engaged with shareholders,
customers, partners and suppliers during the year to ensure that
positive business relationships are nurtured.

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

A resolution to reappoint Grant Thornton UK 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

Lindsey Carter
Company Secretary

Approved by the Directors on 14 January 2024

RAMSDENS ANNUAL REPORT 2023Directors’
Responsibilities
Statement

The Directors are responsible for preparing the
Strategic Report, the Directors’ Report and the
financial statements in accordance with applicable
law and regulations.

Company law requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have elected to prepare the financial statements in
accordance with UK adpoted international accounting standards in conformity with the
requirements of the Companies Act 2006 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 adopted international 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.

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.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

RAMSDENS ANNUAL REPORT 2022

RAMSDENS ANNUAL REPORT 2023Financial
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

100

Company advisors

104

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

RAMSDENS ANNUAL REPORT 2022

RAMSDENS ANNUAL REPORT 2023Independent auditor’s report
to the members of Ramsdens
Holdings PLC

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of Ramsdens Holdings
PLC (the ‘Parent company’) and its subsidiaries (the ‘Group’) for the
year ended 30 September 2023, which comprise the Consolidated
statement of comprehensive income, the Consolidated statement
of financial position, the Consolidated statement of changes in
equity, the Consolidated statement of cash flows, the notes to
the consolidated financial statements including a summary of
significant accounting policies, the Parent company statement
of financial position, the Parent company statement of changes
in equity and notes to the Parent company 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 UK-adopted international accounting standards. 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 Financial
Reporting Standard 101 ‘Reduced Disclosure Framework’ (United
Kingdom Generally Accepted Accounting Practice).

In our opinion:

•

the financial statements give a true and fair view of the state
of the Group’s and of the Parent company’s affairs as at 30
September 2023 and of the Group’s profit for the year then
ended;

the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting
standards;

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.

BASIS FOR OPINION
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the ‘Auditor’s
responsibilities for the audit of the financial statements’ section
of our report. We are independent of the Group and the 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 are responsible for concluding on the appropriateness of the
directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Group’s and the Parent company’s ability to continue
as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our report to the related
disclosures in the financial statements or, if such disclosures are
inadequate, to modify the auditor’s opinion. Our conclusions are
based on the audit evidence obtained up to the date of our report.
However, future events or conditions may cause the Group or the
Parent company to cease to continue as a going concern.

Our evaluation of the directors’ assessment of the Group’s and the
Parent company’s ability to continue to adopt the going concern
basis of accounting included challenging the underlying data
and key assumptions used to make the assessment, evaluating
the directors’ plan for future actions in relation to the assessment
and evaluating their assessment of the Group’s and the Parent
company’s ability to meet obligations in a worst-case scenario.

The worst-case scenario analysis supported the directors’
assessment that there is no material uncertainty in relation to going
concern due to the strong balance sheet position, the ability to
generate cash from current assets, the significant cash balance, and
the forecast profitability supported by historic results. The directors’
assessment has been evaluated by performing the following
procedures:

•

Obtaining management’s base case cash flow forecasts
covering the period to 31 January 2025, including relevant
sensitivities, assessing how these cash flow forecasts were
compiled, and assessing the appropriateness of the underlying
assumptions;

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

•

Obtaining management’s additional worst-case scenario
sensitivities to assess the potential impact of revenue loss on
the business. We evaluated the assumptions regarding the
impact of no new revenue contracts being recorded in
branches leading to a reduction in revenue, alongside a
liquidation of the current assets held at the year end, and the
impact that this scenario would have on the overall
performance and position of the business. We considered
whether the assumptions were consistent with our
understanding of the business derived from other detailed
audit work undertaken;

Performing a stand back assessment of historical forecasting
accuracy and challenging management on any historical
forecasting inaccuracies to determine if these are indicative of
management bias;

Assessing the impact of the mitigating factors available to
management in respect of the ability to restrict cash impact
and assessing the level of available facilities; and

Assessing the adequacy of related disclosures within the
Annual Report.

In our evaluation of the directors’ conclusions, we considered the
inherent risks associated with the Group’s and the Parent company’s
business model including effects arising from macro-economic
uncertainties such as the increasing cost of energy, increasing cost
of living for customers and high inflation rates. We assessed and
challenged the reasonableness of estimates made by the directors
and the related disclosures and analysed how those risks might
affect the Group’s and the Parent company’s financial resources or
ability to continue operations over the going concern period.

Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s
and the Parent company’s ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.

In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.

Our approach to the audit

OVERVIEW OF OUR AUDIT APPROACH

Overall materiality:

Group: £800,000, which represents 7.5% of the Group’s profit before
tax expected at the planning stage of the audit.

Parent company: £194,000, which represents 2% of the Parent
company’s total assets expected at the planning stage of the audit.

One key audit matter relating to the Group was identified:

•

Pawnbroking revenue may be misstated due to fraud and error
(same as previous year). Our auditor’s report for the year ended
30 September 2022 included no key audit matters that have not
been reported as key audit matters in our current year’s report.

No key audit matters were identified in the Parent company audit.

We performed an audit of one or more classes of transactions
in relation to the Parent company and an audit of the financial
information of its subsidiary company, using component materiality
(full scope audit). The operations that were subject to full-scope
audit procedures made up 100 per cent of the consolidated
revenue and 99 per cent of the Group’s profit before tax.

Key audit matters

Key audit matters are those matters that, in our professional
judgement, 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 that 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 forming our opinion
thereon, and we do not provide a separate opinion on these
matters.

MATERIALITY

KEY AUDIT
MATTERS

SCOPING

DESCRIPTION

AUDIT RESPONSE

KAM

DISCLOSURES

OUR RESULTS

RAMSDENS ANNUAL REPORT 2023

In the graph below, we have presented the key audit matters and significant risks relevant to the audit. This is not a complete list of all risks
identified by our audit.

High

t
c
a
p
m

t
n
e
m
e
t
a
t
s
l

a
c
n
a
n
i
f

a
i
t
n
e
t
o
P

Low

Pawnbroking revenue

Management Override
of Controls

Pawnbroking accrued interest

Extent of management judgement

High

Key audit matter

Significant risk

KEY AUDIT MATTER - GROUP

HOW OUR SCOPE ADDRESSED THE MATTER - GROUP

PAWNBROKING REVENUE MAY BE MISSTATED DUE TO FRAUD AND ERROR

We identified the misstatement of pawnbroking revenue as one of the
most significant assessed risks of material misstatement due to fraud
and error.

Pawnbroking revenue relates to interest receivable on pawnbroking
loans. Such interest accrues over the term of a loan and is accounted
for using an effective interest rate in accordance 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 calculation of the effective interest rate and expected credit loss
provision includes complexity and requires management judgement
to ensure that revenue is recognised appropriately.

For the year ended 30 September 2023, pawnbroking revenue of
£11.9m (30 September 2022: £9.0m) was recognised in the financial
statements.

In responding to the key audit matter, we performed the following audit
procedures:

•

Assessing whether the revenue recognition policy is in
accordance with IFRS 9 and challenging management on the
application of the accounting policy;

Testing the operating effectiveness of controls relating to
pawnbroking revenue, including the related IT controls, by testing
a sample to evidence the operation of the control throughout the
period;

Selecting a sample of pawnbroking revenue recognised in the
year and agreeing to supporting documentation to verify the
occurrence of revenue;

Selecting a sample of accrued revenue at year end and agreeing
to supporting documentation to determine the accuracy of the
accrued revenue;

Evaluating the reasonableness of the expected credit loss
calculation by confirming the mathematical accuracy of
management’s calculations; and

Challenging the key assumptions made in management’s model
by comparing to the known outcome of last year’s credit loss
provision to other historic outcomes, for both the live loan book
and in relation to pledges that have expired.

RELEVANT DISCLOSURES IN THE ANNUAL REPORT AND
ACCOUNTS FOR THE YEAR ENDED 30 SEPTEMBER 2023

OUR RESULTS

•

Audit and Risk Committee report

Financial statements: Note 3, Significant accounting policies

Financial statements: Note 4, Key sources of estimation
uncertainty and significant accounting judgements

Financial statements: Note 5, Segmental analysis

Based on the work performed, we have not identified material
misstatements within the pawnbroking revenue balance.

We did not identify any key audit matters relating to the audit of the financial statements of the Parent company.

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on
the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report.

Materiality was determined as follows:

MATERIALITY MEASURE

GROUP

PARENT COMPANY

MATERIALITY FOR FINANCIAL
STATEMENTS AS A WHOLE

We define materiality as the magnitude of misstatement in the financial statements that, individually or in
the aggregate, could reasonably be expected to influence the economic decisions of the users of these
financial statements. We use materiality in determining the nature, timing and extent of our audit work.

Materiality threshold

£800,000, which is 7.5% of profit before tax expected
at the planning stage of the audit. Once the final
profit before tax figure was known we did not
consider it necessary to revise our materiality.

£194,000, which is 2% of total assets expected at
the planning stage of the audit. Once the final total
assets figure was known we did not consider it
necessary to revise our materiality.

Significant judgements made by
auditor in determining the materiality

In determining materiality, we made the following
significant judgements:

• The Group’s profit before tax is considered the
most appropriate benchmark because it is
the most relevant performance measure to
the stakeholders of the Group and is presented
as the first financial highlight on page 3 of the

Annual Report and Accounts.

• The Parent company’s total assets is

considered the most appropriate benchmark
because it is the most relevant measure of
financial position for the stakeholders of the
Parent company, which is a holding company
and does not trade.

Materiality for the current year is higher than the
level that we determined for the year ended 30
September 2022 due to an increase in the reported
profit before tax. The same 7.5% threshold has been
applied.

Materiality for the current year is lower than the
level that we determined for the year ended
30 September 2022 to reflect a decrease in the
expected total assets at the planning stage of the
audit. The same 2% threshold has been applied.

PERFORMANCE MATERIALITY
USED TO DRIVE THE EXTENT
OF OUR TESTING

We set performance materiality at an amount less than materiality for the financial statements as a whole
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.

Performance materiality threshold

£600,000, which is 75% of financial statement
materiality.

£145,500, which is 75% of financial statement
materiality.

Significant judgements made
by auditor in determining the
performance materiality

In determining performance materiality, we made
the following significant judgements regarding:

• The strength of the control environment

based on our assessment of the design and
implementation of controls in both the prior year
and the current year planning procedures;

• The strength of the control environment

based on our assessment of the design and
implementation of controls in both the prior
year and the current year planning procedures;

• The effects of misstatements identified in

previous audits; and

• The effects of misstatements identified in

previous audits; and

• Whether significant issues were noted in the

prior year that have not been addressed or are
expected to reoccur.

• Whether significant issues were noted in the

prior year that have not been addressed or are
expected to reoccur.

Therefore, we consider the performance materiality
percentage to be appropriate. The same 75%
threshold has been applied as in prior year.

Therefore, we consider the performance
materiality percentage to be appropriate.
The same 75% threshold has been applied as
in prior year.

RAMSDENS ANNUAL REPORT 2023

MATERIALITY MEASURE

GROUP

PARENT COMPANY

SPECIFIC MATERIALITY

We determine specific materiality for one or more particular classes of transactions, account balances or
disclosures for which misstatements of lesser amounts than materiality for the financial statements as a
whole could reasonably be expected to influence the economic decisions of users taken on the basis of
the financial statements.

Specific materiality

We determined a lower level of specific materiality
for the following area:

COMMUNICATION OF
MISSTATEMENTS TO THE
AUDIT AND RISK COMMITTEE

Threshold for communication

•

Directors’ remuneration; and

Identified related party transactions outside
of the normal course of business.

•

Directors’ remuneration; and

Identified related party transactions outside
of the normal course of business.

We determine a threshold for reporting unadjusted differences to the audit and risk committee.

£40,000 and misstatements below that threshold
that, in our view, warrant reporting on qualitative
grounds.

£9,700 and misstatements below that threshold
that, in our view, warrant reporting on qualitative
grounds.

The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential uncorrected
misstatements.

OVERALL MATERIALITY – GROUP

OVERALL MATERIALITY – PARENT COMPANY

Planning stage - expected
PROFIT BEFORE TAX £10,658k

Planning stage - expected
TOTAL ASSETS £9,702k

FSM
£800k
7.5%

PM
£600k
75%

TFPUM
£200k
25%

FSM
£194k
2%

PM
£145.5k
75%

TFPUM
£48.5k
25%

FSM: Financial statements materiality, PM: Performance materiality, TFPUM: Tolerance for potential uncorrected misstatements

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

We performed a risk-based audit that requires an understanding
of the Group’s and the Parent company’s business and in particular
matters related to:

Understanding the Group, its components, and their environments,
including Group-wide controls

• The engagement team obtained an understanding of the Group

and its environment, including Group-wide controls, and
assessed the risks of material misstatement at the Group level;

• The Group engagement team obtained an understanding of
the individual components, including component specific
controls’ planning discussions were held between the

engagement team and the Group’s management team; and

ended 30 September 2023. Our opinion on the financial statements
does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.

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 themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.

We have nothing to report in this regard.

• Walkthroughs were performed on key areas of focus to
understand the controls and assess the design and

implementation of these.

Identifying significant components

• We identified one significant component within the Group,
being the only trading subsidiary company, based on its

individual size in relation to the revenue, profit before tax and
total assets of the Group. The Parent company was not
considered a significant component. There are no other
components in the Group.

Type of work to be performed on financial information of Parent
and other components (including how it addressed the key audit
matters)

• The Group engagement team performed an audit of one or
more classes of transactions over the financial statements of the
Parent company, and a full-scope audit of the financial

information of the subsidiary undertaking, thereby ensuring 100%
coverage of the key audit matters and Group significant risks
and coverage of 100% of the Group’s revenue and 100% of the

Group’s profit before tax.

Performance of our audit

• We attended the Group’s primary location in Middlesbrough to
perform audit procedures (including a year-end inventory, cash
and pledged items count) as well as inspecting inventory and
corroborating the physical existence of cash and pledged items
at a sample of branch locations at or around the year-end,

based on quantitative and qualitative factors.

Communications with component auditors

• We did not engage with any component auditors and the Group
engagement team performed all audit procedures.

OUR OPINION ON OTHER MATTERS PRESCRIBED BY
THE COMPANIES ACT 2006 IS UNMODIFIED

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

the Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.

MATTER ON WHICH WE ARE REQUIRED TO REPORT UNDER
THE COMPANIES ACT 2006

In the light of the knowledge and understanding of the Group and
the Parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION

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

the Parent company financial statements and the part of the

•
directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law

OTHER INFORMATION

are not made; or

The other information comprises the information included in the
annual report and accounts for the year ended 30 September
2023, other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information
contained within the annual report and accounts for the year

• we have not received all the information and explanations we

require for our audit.

RAMSDENS ANNUAL REPORT 2023

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ Responsibilities Statement
set out on page 56, 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.

•

In preparing the financial statements, the directors are responsible
for assessing the Group’s and the Parent company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group
or the Parent company or to cease operations, or have no realistic
alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance
with laws and regulations. The extent to which our procedures
are capable of detecting irregularities, including fraud, is detailed
below:

We obtained an understanding of the legal and
regulatory frameworks applicable to the Group and
the Parent company and the industry in which they
operate. We identified areas of laws and regulations
that could reasonably be expected to have a material
effect on the financial statements from our sector
experience and through discussion with management,
the Directors, Audit and Risk Committee members and
internal auditors. We determined that the most significant
laws and regulations were regulations relating to
consumer credit and those that relate to the financial
reporting framework, being UK-adopted International
Accounting Standards, (in respect of the Group) and
Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (in respect of the Parent company), together
with UK tax legislation;

We enquired of the Directors, Audit and Risk Committee
members and management (including the compliance,
risk and internal audit departments) to obtain an
understanding of how the Group and the Parent
company are complying with those legal and regulatory
frameworks and whether there were any instances of
non-compliance with laws and regulations, and whether

•

they had any knowledge of actual or suspected fraud.
We corroborated the results of our enquiries through our
review of Board minutes and of the minutes of the
Audit and Risk Committee and compliance meetings,
inspection of the breaches registers, inspection of legal
and regulatory correspondence and reports to the
regulator, the Financial Conduct Authority (FCA);

We assessed the susceptibility of the Group’s and the
Parent company’s financial statements to material
misstatement, including how fraud might occur, by
evaluating management’s incentives and opportunities
for manipulation of the financial statements. This included
an evaluation of the risk of management override
of controls. Audit procedures performed by the
engagement team in connection with the risks identified
included:

evaluation of the design and implementation
of controls that management has put in place
to prevent and detect fraud;

obtaining an understanding of the work
performed by the compliance and internal
audit department to ensure compliance with
laws and regulations;

checking the completeness of journal entries
and identifying and testing journal entries, in
particular manual journal entries processed at
the year-end for financial statements
preparation;

consulting with internal forensic experts to
assess the risk of fraud;

challenging the assumptions and judgements
made by management in its significant
accounting estimates; and

identifying and testing related party
transactions by agreeing to underlying
records and obtaining confirmation for
directors’ emoluments

These audit procedures were designed to provide
reasonable assurance that the financial statements
were free from fraud or error. The risk of not detecting a
material misstatement due to fraud is higher than
the risk of not detecting one resulting from error and
detecting irregularities that result from fraud is inherently
more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate
concealment, forgery or intentional misrepresentations.
Also, the further removed non-compliance with laws and
regulations is from events and transactions reflected in
the financial statements, the less likely we would become
aware of it;

The engagement partner’s assessment of the appropriateness
of the collective competence and capabilities of the
engagement team included consideration of the engagement
team’s:

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

understanding of, and practical experience with,
audit engagements of a similar nature and complexity,
through appropriate training and participation;

knowledge of the industry in which the Group
and Parent company operate; and

understanding of the legal and regulatory
frameworks applicable to the Group and the
Parent company.

•

Explain matters about non-compliance with laws and
regulations and fraud that were communicated with the
engagement team and if any of the matters relating to
non-compliance with laws and regulations were
determined as key audit matters;

In assessing the potential risks of material misstatement,
we obtained an understanding of:

the Group’s and the Parent company’s operations,
including the nature of their revenue sources, and of
their principal activities, to understand the classes of
transactions, account balances, expected financial
statement disclosures and business risks that may result in
risks of material misstatement;

the Group’s and the Parent company’s control
environment, including the policies and procedures
implemented to mitigate risks of fraud or non-
compliance with the relevant laws and regulations; the
significant judgements and assumptions made by
management in its significant accounting estimates or in
applying its accounting policies; and

the rules and guidance issued by the FCA applicable to
the Group and the Parent company.

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

Mark Overfield BSC FCA

Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Leeds

14 January 2024

RAMSDENS ANNUAL REPORT 2023

Consolidated statement of comprehensive income

For the year ended 30 September 2023

Revenue

Cost of sales

Gross profit

Other income

Administrative expenses

Operating profit

Finance costs

Profit before tax

Income tax expense

Profit for the year

Other comprehensive income

Total comprehensive income

Earnings per share in pence

Diluted earnings per share in pence

Notes

2023
£’000

83,805

(38,046)

45,759

300

(35,126)

10,933

(828)

10,105

(2,349)

7,756

24.5

24.0

2022
£’000

66,101

(27,882)

38,219

(29,392)

8,828

(559)

8,269

(1,683)

6,586

20.9

20.7

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Consolidated statement of financial position

As at 30 September 2023

Assets

Non-current assets

Property, plant and equipment

Right of use assets

Intangible assets

Investments

Current assets

Inventories

Trade and other receivables

Cash and short-term deposits

Total assets

Current liabilities

Trade and other payables

Interest bearing loans and borrowings

Lease liabilities

Income tax payable

Net current assets

Non-current liabilities

Lease liabilities

Contract liabilities

Deferred tax liabilities

Provisions

Total liabilities

Net assets

Equity

Issued capital

Share premium

Retained earnings

Total equity

Notes

2023
£’000

7,949

9,615

673

18,237

27,662

15,355

13,022

56,039

74,276

6,305

7,983

2,462

1,225

17,975

38,064

7,661

327

8,134

26,109

48,167

317

4,892

42,958

48,167

2022
£’000

6,681

9,551

779

17,011

22,764

13,264

15,278

51,306

68,317

8,905

6,443

2,086

932

18,366

32,940

7,871

149

8,108

26,474

41,843

316

4,892

36,635

41,843

The financial statements of Ramsdens Holdings PLC, registered number 08811656, were approved by the directors and authorised for issue
on 14 January 2024 and signed on their behalf by:

M A Clyburn
Chief Financial Officer

RAMSDENS ANNUAL REPORT 2023Consolidated statement of changes in equity

For the year ended 30 September 2023

Share
premium

Retained
earnings

Notes

Issued
capital

£’000

314

316

£’000

4,892

317

4,892

£’000

30,937

6,586

Total

£’000

36,143

6,586

(1,231)

314

(888)

36,635

7,756

314

(886)

41,843

7,756

(1,994)

462

(1,433)

42,958

462

(1,432)

48,167

As at 1 October 2021

Profit for the year

Total comprehensive income

Transactions with owners:

Dividends paid

Issue of share capital

Share based payments

Deferred tax on share-based payments

Total transactions with owners

As at 30 September 2022

As at 1 October 2022

Profit for the year

Total comprehensive income

Transactions with owners:

Dividends paid

Issue of share capital

Share based payments

Deferred tax on share-based payments

Total transactions with owners

As at 30 September 2023

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Consolidated statement of cash flows

For the year ended 30 September 2023

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

Profit on disposal of right of use assets

Amortisation and impairment of intangible assets

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

Movement in provisions

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

Payment for acquisition

Net cash flows used in investing activities

Financing activities

Issue of share capital

Dividends paid

Payment of principal portion of lease liabilities

Bank loans drawn down

Repayment of bank borrowings

Net cash flows used in / from financing activities

Net decrease / increase in cash and cash equivalents

Cash and cash equivalents at 1 October

Cash and cash equivalents at 30 September

Notes

2023
£'000

2022
£'000

10,105

8,269

1,383

2,214

(72)

137

462

828

(1,996)

(4,692)

(2,638)

327

6,120

(828)

(2,010)

3,282

(2,721)

(298)

(3,004)

(1,994)

(2,041)

2,500

(1,000)

(2,534)

(2,256)

15,278

13,022

1,265

2,261

(81)

163

314

559

(2,583)

(7,221)

1,144

4,168

(559)

(672)

2,937

(2,817)

(28)

(909)

(3,751)

(1,231)

(2,211)

8,000

(1,500)

3,060

2,246

13,032

15,278

RAMSDENS ANNUAL REPORT 2023Notes 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, jewellery
sales, and the sale of precious metals purchased from the general public.

2. CHANGES IN ACCOUNTING POLICIES

There are no changes to accounting policies in the current year. There are no future changes in accounting standards which would
materially impact the Group.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with UK adopted international accounting
standards.

The consolidated financial statements have been prepared on a historical cost basis. 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 Group has prepared the financial statements on a going concern basis, with due consideration to the present economic situation.

The Board have conducted an extensive review of forecast earnings and cash for the period to 31 January 2025 considering various scenarios
and sensitivities given the ongoing cost of living crisis and uncertainty it has produced around the future economic environment.

At 30 September 2023 the Group has significant cash balances of £13m, readily realisable stock of gold jewellery and access to the £2m
unutilised element of a £10m revolving credit facility with an expiry date of March 2026. In the year ended 30 September 2023 the Group has
traded profitably and generated cash from operations.

The Board have been able to conclude that they have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparing the
financial statements. The going concern assessment covers the period to 31 January 2025.

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.

RAMSDENS ANNUAL REPORT 2023

STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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 only
goodwill 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.

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

•

Freehold property - 2% straight line

Leasehold improvements - straight line over the lease term

Fixtures & fittings - 20% & 33% reducing balance

Computer equipment - 25% & 33% reducing balance

• Motor vehicles - 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.

RAMSDENS ANNUAL REPORT 2023Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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 based on the independence of cash
inflows. Central costs and assets are allocated to CGUs based on revenue. 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. Goodwill is allocated to CGUs based on the price paid of the relevant
acquisition.

3.8 Inventories

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

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

When the Group takes title to pledged goods on default of pawnbroking loans up to the value of £75, cost represents the principal amount
of the loan plus term interest.

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.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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 the 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.

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. Debit / credit card receipts processed by
merchant service providers are recognised as cash at point of transaction. Foreign currency bank notes are ordered for next day delivery
and are recognised once the control of these has been transferred.

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 any outstanding bank overdrafts.

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 Group 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 Group considers both quantitative and qualitative information that is reasonable
and supportable including historical experience.

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. Interest on
loans in default is accrued net of expected credit losses. 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.
Pawnbroking loans in the course of realisation continue to be recognised as loan receivables until the pledged items are realised.

RAMSDENS ANNUAL REPORT 2023Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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.

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

RAMSDENS ANNUAL REPORT 2023
STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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 inception 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 identified 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.

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

RAMSDENS ANNUAL REPORT 2023

Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

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 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.

The majority of the Group’s premises are leased and include an end of lease rectification clause to return the property to its original state.
The Group provides for rectification costs throughout the life of the lease as required. 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 repair costs are expensed as incurred.

3.14 Pensions and other post-employment benefits

The Group 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

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
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CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

3. SIGNIFICANT ACCOUNTING POLICIES continued

under a LTIP (Long-term Incentive Plan) and a CSOP (Company Share Option 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. The expense is recognised in the entity in which the beneficiary is remunerated. Further details are provided in note 25.

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 loans comprises interest earned over time by reference to the principal 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. When a customer defaults on a pawnbroking loan, the pledged goods held as security are sold to repay the customer debt.
At the point the loan becomes overdue the loan is classified as in default and interest income is accrued net of expected credit losses.
At the start of the realisation process the expected credit loss calculation is re-performed based on the expected cash flows of the retail
process, with any increase in expected credit losses recognised as a cost of sale. Further details of the expected credit loss calculations are
provided in note 4.1.

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 by layby in instalments and receive the goods once the sale is fully paid.
Instalment payments are recognised as a creditor until the item is fully paid. The Group has a 7-day refund policy in store, and a 14-day
refund policy online reflecting the distance selling regulations. Premium watch sales are sold with a limited 12-month warranty. A provision for
warranties is recognised when the underlying products are sold, based on management’s best estimate, and is included as a cost of sale.

Other financial income

Other financial income comprises cheque cashing 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.

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.

RAMSDENS ANNUAL REPORT 2023
Notes to the consolidated financial statements

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

Pawnbroking loans interest and impairment

The Group recognises interest on pawnbroking loans as disclosed in note 3.16.

For active pawnbroking loans (loans not in the course of realisation) the Group estimates the expected credit losses. 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 credit losses. The key estimates within the expected credit loss calculation
are:

1. Non-redemption Rate

This is based upon current and historical data held in respect of non-redemption rates

2. Realisation Value

This is 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.

For pawnbroking loans in the course of realisation the Group estimates the expected credit losses based on the expected outcome from
selling the pledged goods. The key estimates within the expected credit loss calculation are;

Proceeds of sale - This is based upon the retail price the goods are offered for sale at

Time to sell - This is based upon current and historical data in respect of the average time to sell and is assumed to be 12 months.

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 assets and intangible assets 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.

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:

The Group prepares pre-tax 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.

The Group has discounted the forecast cash flows at a pre-tax, risk adjusted rate of 16%.

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. If outcomes within the next financial year are different from the assumptions
made in relation to future cash flows, this could lead to 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 and 12.

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.

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

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

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:

Lease term

For leases which contain a break clause an assessment is made on entering a lease on the likelihood that the lease break would be
exercised. If the lease break is not expected to be exercised the break clause is ignored in establishing the lease term.

5. SEGMENTAL ANALYSIS

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

Revenue

United Kingdom

Other

2023
£’000

83,805

2022
£’000

65,948

153

66,101

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

2023
£’000

71,928

11,877

83,805

2022
£’000

57,134

8,967

66,101

RAMSDENS ANNUAL REPORT 2023
Notes to the consolidated financial statements

5. SEGMENTAL ANALYSIS continued

Pawnbroking interest income is recognised over time as each loan progresses whereas all other revenue is recognised at a point in time.

Revenue

Pawnbroking

Purchase 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

Profit before tax

2023
£’000

11,877

23,522

33,474

14,083

849

83,805

10,043

9,161

12,058

13,648

849

45,759

300

(35,126)

(828)

10,105

2022
£’000

8,967

15,847

27,107

13,066

1,114

66,101

7,533

6,626

10,263

12,683

1,114

38,219

(29,392)

(559)

8,269

Income from other financial services comprises of cheque cashing fees and 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.

In addition to the segmental reporting on products and services the Group also manages each branch as a separate CGU and makes local
decisions on that basis.

Other information

Tangible & intangible capital additions (*)

Depreciation and amortisation (*)

Assets

Pawnbroking

Purchases of precious metals

Retail jewellery sales

Foreign currency

Income from other financial services

Unallocated (*)

2023
£’000

2,759

3,734

14,262

3,373

24,647

6,061

25,889

74,276

2022
£’000

3,060

3,689

11,853

3,081

20,125

10,123

139

22,996

68,317

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

5. SEGMENTAL ANALYSIS continued

Liabilities

Pawnbroking

Purchases of precious metals

Retail jewellery sales

Foreign currency

Income from other financial services

Unallocated (*)

2023
£’000

596

1,744

453

339

22,972

26,109

2022
£’000

613

2,012

2,042

392

21,412

26,474

(*) 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 and sterling cash and cash equivalents are therefore included in the unallocated assets balance.

6. FINANCE COSTS

Interest on debts and borrowings

Lease charges

Total finance costs

2023
£’000

368

460

828

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

Items reported within Cost of sales -

Cost of inventories recognised as an expense

Pawnbroking expected credit losses

Items reported within Administrative expenses -

Depreciation of property, plant and equipment

Depreciation of right of use assets

Profit on disposal of right of use assets

Amortisation of intangible assets

Loss on disposal of property, plant and equipment

Staff costs (see note 9)

Foreign currency exchange losses/(gains)

Auditor’s remuneration – Audit fees

Auditor’s remuneration – Non-Audit fees

Short term lease payments

Share based payments (see note 25)

2023
£’000

35,777

1,834

1,383

2,214

(72)

137

20,107

318

192

418

462

2022
£’000

163

396

559

2022
£’000

26,065

1,434

1,265

2,261

(81)

163

16,643

265

151

470

314

RAMSDENS ANNUAL REPORT 2023Notes to the consolidated financial statements

8. EARNINGS PER SHARE

Profit for the year (£’000)

Weighted average number of shares in issue (£’000)

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)

2023

7,756

31,679,095

24.5

622,907

(0.5)

24.0

2022

6,586

31,559,874

20.9

291,939

(0.2)

20.7

9. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
DIRECTORS’ EMOLUMENTS (£’000)

2023

2022

Emoluments

Pension

LTIP

Total

Emoluments

Pension

LTIP

Total

383

265

819

429

293

427

295

435

872

307

893

880

435

1,337

Executive

Peter Kenyon

Martin Clyburn

Non Executive

Andrew Meehan

Simon Herrick

Steve Smith

Karen Ingham

Total

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

2023
£’000

17,640

1,571

462

434

20,107

2023

131

653

784

2022
£’000

14,890

1,089

314

350

16,643

2022

115

578

693

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

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

2023
£’000

2,364

(60)

2,304

2,349

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 22% (2022: 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 liabilities

Accelerated depreciation for tax purposes

Other short-term differences

Deferred tax liabilities

2023
£'000

10,105

2,223

186

(60)

2,349

2023
£'000

403

(307)

2022
£’000

1,552

(9)

1,543

140

1,683

2022
£'000

8,269

1,571

122

(10)

1,683

2022
£'000

180

(31)

149

RAMSDENS ANNUAL REPORT 2023Notes to the consolidated financial statements

10. INCOME TAX continued

Reconciliation of deferred tax (asset) / liabilities net

Opening balance as at 1 October

Deferred tax recognised in the statement of comprehensive income

Other deferred tax

Closing balance as at 30 September

2023
£'000

149

(99)

2022
£'000

140

(29)

149

Factors affecting tax charge

The standard rate of UK corporation tax for the year was 25% (2022: 19%). An increase in the UK corporation tax rate from 19% to 25% (effec-
tive 1 April 2023) was substantively enacted on 24 May 2021.

11. PROPERTY, PLANT AND EQUIPMENT

Freehold
property
£’000

Leasehold
improvements
£’000

Fixtures &
Fittings
£’000

Computer
equipment
£’000

Motor
vehicles
£’000

695

670

684

7,013

1,590

(492)

8,111

3,523

726

(440)

3,809

4,302

3,490

4,181

928

(278)

4,838

2,046

525

(265)

2,306

2,532

2,135

596

157

(144)

609

249

108

(138)

219

390

347

(26)

(20)

Total
£’000

12,538

2,721

(940)

14,326

5,857

1,383

(863)

6,377

7,949

6,681

Cost

At 1 October 2022

Additions

Acquisition (note 28)

Disposals

At 30 September 2023

Depreciation

At 1 October 2022

Depreciation charge for the year

Disposals

At 30 September 2023

Net book value

At 30 September 2023

At 30 September 2022

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

11. PROPERTY, PLANT AND EQUIPMENT continued

Right of use assets

Cost

At 1 October 2022

Additions

Disposals

At 30 September 2023

Depreciation

At 1 October 2022

Depreciation Charge for the year

Disposals

At 30 September 2023

Net Book Value

At 30 September 2023

At 30 September 2022

12. INTANGIBLE ASSETS

Cost

At 1 October 2022

Acquisition (note 28)

At 30 September 2023

Amortisation

At 1 October 2022

Amortisation charge for the year

Impairment

At 30 September 2023

Net book value

At 30 September 2023

At 30 September 2022

Leasehold Property
£’000

Motor Vehicles
£’000

14,299

2,846

(2,373)

14,772

4,753

2,209

(1,805)

5,157

9,615

9,546

(45)

Customer relationships
£’000

Website
£’000

Goodwill
£’000

2,407

2,438

2,096

132

2,228

210

311

105

526

453

Total
£’000

14,344

2,846

(2,418)

14,772

4,793

2,214

(1,850)

5,157

9,615

9,551

Total
£’000

3,038

3,069

2,259

137

2,396

673

779

RAMSDENS ANNUAL REPORT 2023Notes to the consolidated financial statements

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.

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

Subsidiary undertaking

Ramsdens Financial Limited

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

Holding

Proportion of voting rights
and shares held

Activity

Ordinary Shares

100%

Supply of foreign exchange services,
pawnbroking, purchase of precious metals,
jewellery retail and other financial services.

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Fair value through
statement of
comprehensive income
£’000

Loans and
receivables
£’000

Financial liabilities at
amortised cost
£’000

Book value
£’000

Fair value
£’000

14,698

13,022

27,720

(5,834)

(7,983)

(10,123)

(23,940)

14,698

13,022

(5,834)

(7,983)

(10,123)

3,780

14,698

13,022

(5,834)

(7,983)

(10,123)

3,780

Fair value through
statement of
comprehensive income
£’000

Loans and
receivables
£’000

Financial liabilities at
amortised cost
£’000

Book value
£’000

Fair value
£’000

12,683

15,278

27,961

(8,700)

(6,443)

(9,957)

(25,100)

12,683

15,278

(8,700)

(6,443)

(9,957)

2,861

12,683

15,278

(8,700)

(6,443)

(9,957)

2,861

At 30 September 2023

Financial assets

Financial assets at amortised cost

Cash and cash equivalents

Financial liabilities

Trade and other payables

Interest bearing loans and borrowings

Lease liabilities

Net financial assets/(liabilities)

At 30 September 2022

Financial assets

Financial assets at amortised cost

Cash and cash equivalents

Financial liabilities

Trade and other payables

Interest bearing loans and borrowings

Lease liabilities

Net financial assets/(liabilities)

RAMSDENS ANNUAL REPORT 2023STRATEGIC REPORT
STRATEGIC REPORT

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Notes to the consolidated financial statements

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued

Financial assets at amortised cost 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 as disclosed in notes 18 and 19.

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.

RAMSDENS ANNUAL REPORT 2023
Notes to the consolidated financial statements

14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued

2023

2022