Year ended 30 September 2024
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Annual Report and Accounts
ANNUAL REPORT AND ACCOUNTS
CONTENTS
Our Business
2
Financial Highlights
3
Strategic Report
Chairman’s Statement
6
Chief Executive’s Review
8
Business Review
9
Chief Financial Officer’s Review
24
Section 172 Statement
26
ESG Strategy
28
Principal Risks and Uncertainties
40
Corporate Governance
Board of Directors
46
Chairman’s Introduction
48
Corporate Governance Principles
49
Audit and Risk Committee Report
54
Nomination Committee Report
56
Remuneration Committee Report
57
Directors’ Report
62
Directors’ Responsibilities Statement
64
Financial Statements
Independent Auditor’s Report
68
Consolidated Statement of Comprehensive Income
76
Consolidated Statement of Financial Position
77
Consolidated Statement of Changes In Equity
78
Consolidated Statement of Cash Flows
79
Notes to the Consolidated Financial Statements
80
Parent Company Statement of Financial Position
107
Parent Company Statement of Changes In Equity
108
Notes to the Parent Company Financial Statements
109
Company Advisors
114
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 2024
1
WE REMAIN FOCUSED ON DELIVERING OUR CORE MISSION:
•
Recommendations from family and friends remains our biggest source of new customers
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 Stockton-on-Tees.
Today, Ramsdens’ services are delivered from its 169 stores
(including one franchised outlet) across the UK, supported by
a growing online offering for foreign currency, jewellery retail,
pawnbroking and gold buying. Our mission is to provide a great
customer offering coupled with such fantastic service that our
customers become ambassadors for Ramsdens.
OUR BUSINESS
FALCON COURT
WE HAVE NOW EXPANDED INTO NEW PREMISES AT
PRESTON FARM, STOCKTON ON TEES.
Our strong customer proposition and reputation for service
is reflected in our high levels of repeat business and excellent
ratings on Trustpilot.
Ramsdens is an increasingly trusted and recognised brand in each of our four key business segments. The continued investment in our
staff, IT systems, marketing and store estate remain an important factor in supporting the Group’s long-term growth ambitions.
CURRENCY SERVICES
PURCHASE OF PRECIOUS METALS
PAWNBROKING
RETAIL
Excellent • Trust Score 4.9
To have a great customer offering...
•
We offer very competitive currency exchange rates
•
We offer a simple and trusted pawnbroking service
•
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
... that our customers become our ambassadors
... and give such a fantastic customer service...
•
We have a team of fully trained and motivated loyal staff who are passionate about the
business and their customers, including cross selling to meet customer needs
•
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
•
To ensure our retail jewellery website is easy to navigate and customers can find what they may wish to buy
RAMSDENS ANNUAL REPORT 2024
2
FINANCIAL HIGHLIGHTS
Revenue (£000’s)
Gross Profit (£000’s)
1 18 month period
Profit before Tax (£000’s)
Dividend Declared
Net Assets (£000’s)
Store Numbers (excluding franchisees) at year/period end
Financial Year
2018
2019
20201
2021
2022
2023
2024
£39,942
£46,785
£72,493
£40,677
£66,101
£83,805
£95,608
Financial Year
2018
2019
20201
2021
2022
2023
2024
£28,347
£30,522
£47,149
£22,262
£38,219
£45,759
£51,533
Financial Year
2018
2019
20201
2021
2022
2023
2024
£6,312
£11,362
£6,492
£9,221
£564
£8,269
£10,105
Financial Year
2018
2019
20201
2021
2022
2023
2024
6.6p
11.2p
7.2p
2.7p
1.2p
9.0p
10.4p
Financial Year
2018
2019
20201
2021
2022
2023
2024
£27,568
£53,606
£30,908
£35,555
£36,143
£41,843
£48,188
Financial Year
2018
2019
20201
2021
2022
2023
2024
127
152
153
150
152
162
168
RAMSDENS ANNUAL REPORT 2024
3
STRATEGIC REPORT
RAMSDENS ANNUAL REPORT 2024
4
Chairman’s Statement
6
Chief Executive’s Review
8
Business Review
9
Chief Financial Officer’s Review
24
Section 172 Statement
26
ESG Strategy
28
Principal Risks and Uncertainties
40
STRATEGIC
REPORT
STRATEGIC REPORT
RAMSDENS ANNUAL REPORT 2024
5
This Annual Report covers the 12-month period to 30 September
2024 (FY24).
Further to the Group’s announcement that I would stand down as
Chair of Ramsdens at the 2025 AGM, this is my final annual report
statement for Ramsdens. I have had great pleasure in contributing
to the success of the Group, during its private equity ownership
to its listing on the London Stock Exchange in February 2017 and
beyond. When the Group was first admitted to AIM, it generated
underlying profit before tax of £4m and had net assets of £23m.
Seven and a half years later, the Group
has almost tripled its pre-tax profitability,
which has increased to £11.4m this year;
has grown its net assets to over £53m;
added over 40 new stores and has
created almost 300 new jobs.
CHAIRMAN’S STATEMENT
Andrew Meehan
NON-EXECUTIVE CHAIRMAN
12%
INCREASE IN PROFIT
BEFORE TAX
£11.4m
PROFIT BEFORE TAX
I am certain that
the future of the Group
is bright.
RAMSDENS ANNUAL REPORT 2024
6
The Group achieved revenue of £95.6m in FY24 and profit before tax of £11.4m
(FY23: £10.1m). The Strategic Report and Financial Review that follow provide a
more in-depth analysis of the Group’s trading performance and financial results.
In line with the Group’s stated dividend policy, the Board is recommending a
final dividend of 7.6p (FY23: 7.1p) for approval at the forthcoming AGM. Pending
approval, the full year dividend of 11.2p (FY23: 10.4p) would represent an increase
of 8% year on year and 43% of the earnings per share. Subject to shareholder
approval, the final dividend is expected to be paid on 21 March 2025 for those
shareholders on the register on 14 February 2025. The ex-dividend date will be
13 February 2025.
ESG
The Group has strong foundations and reset its ESG strategy in 2023. There is
a simple mantra at Ramsdens: to be good citizens and do the right thing. By
doing this and living our values, the team continue to be engaged, motivated
and look after our customers with great skill and care. I am hugely grateful for
this dedication and commitment and wish to publicly thank the team for their
efforts and recognise their success.
LOOKING AHEAD
Central to the Group’s progress during recent years are a number of key
strengths, namely strong cash generation from four diversified income streams,
a very talented management team, exceptional store colleagues and a strong,
trusted brand. With all these attributes, I am confident that Ramsdens is well
placed to continue to execute its proven growth strategy and generate further
shareholder returns in the years to come. As I sign off from my role as Chair of
Ramsdens, I am certain that the future of the Group is bright.
Andrew Meehan
Non-Executive Chairman
13 January 2025
*cash minus bank borrowings
FINANCIAL RESULTS & DIVIDEND
The below table highlights the financial results:
FY24
FY23
Revenue
£95,608
£83,805
Gross profit
£51,533
£45,759
Profit before tax
£11,362
£10,105
Net assets
£53,606
£48,167
Net cash*
£7,395
£5,039
Basic EPS
26.1p
24.5p
Final dividend
7.6p
7.1p
Full year dividend
11.2p
10.4p
STRATEGIC REPORT
RAMSDENS ANNUAL REPORT 2024
7
The Group’s diversified income streams not only
expose Ramsdens to multiple growth opportunities,
but also provide resilience in challenging times. This
model has consistently allowed the business to move
forward against a backdrop of more challenging
economic climates. While the macro-economic
landscape continues to impact consumer facing
businesses with rising costs, in particular energy and
employment costs, at the same time the Group has
benefitted from the high gold price that has risen as
a result of numerous global events.
The Group’s proven growth strategy remains
unchanged and the Ramsdens team have again
excelled at implementing it during FY24, allowing
us to further enhance and expand our store estate
as well as growing the use of our new multi-
currency card in its first year of operation along
with progressing our new dedicated websites. I am
exceptionally proud of the team’s commitment and
wish to publicly thank them for their continued effort
and to recognise their success.
CHIEF EXECUTIVE’S REVIEW
The Group has had a strong
year delivering record profit
before tax of £11.4m with growth
across all key income streams.
The proven growth
strategy remains unchanged
and the Ramsdens team
have again excelled at
implementing it.
Peter Kenyon
CHIEF EXECUTIVE OFFICER
7
NEW STORES 169
TOTAL STORES
RAMSDENS ANNUAL REPORT 2024
8
FALCON COURT
The improvements in the core estate have been supported by a programme to invest in
refreshing our stores with a range of initiatives including new LED lighting, modern flooring,
and stronger in-store branding. We relocated three stores in Scunthorpe, Cumbernauld and
Cardiff during the period. Scunthorpe was relocated in April and all income streams have seen
transformational performance. Cumbernauld was relocated from the old retail centre to the
new centre and we are making excellent progress in improving our retail jewellery performance.
Cardiff was relocated in September out of necessity following issues with the previous property’s
condition. All stores that have been open for more than three years are operating profitably at
a contribution to head office costs level. Given the breadth of the estate this is testament to the
strength of our model, store portfolio and most importantly our teams.
We have opened 15 new stores in the last two financial years and all are making good progress,
with further profitability to come as these stores mature. The stores opened in FY24 were
Blackburn, Central Cardiff, Poole, Romford, Burnley, Telford, and Blackpool. Since the period
end, we opened a new store in Grantham in October 2024. We are pleased to say that all new
stores are trading well, with several well ahead of expectations. We completed the purchase of
one of our two franchised stores (located in Bury) in March 2024. We ended the financial year
with 169 stores including one franchised store.
The performance of each of the Group’s key income streams is set out in greater detail overleaf.
BUSINESS REVIEW
STRATEGIC REPORT
During the year we continued to improve the core estate, grew our multi-currency card
customer base, expanded the store estate with seven new stores and one acquisition, and
invested in our online operations. We also expanded into a new head office, cementing
our roots in Teesside, which will allow for greater expansion across operations, and were
authorised by the FCA as an authorised payment institution to add to our consumer credit
permissions. This authorisation will allow Ramsdens to offer international money transfers
directly for customers and not through a third-party relationship going forward.
Cumberauld Branch
We have opened 15
stores in the last two
financial years and all are
making good progress.
RAMSDENS ANNUAL REPORT 2024
9
FOREIGN CURRENCY EXCHANGE
The foreign currency exchange (FX) segment primarily comprises
the sale and purchase of foreign currency notes to holidaymakers.
The Group launched the Ramsdens Mastercard® Multi-Currency
Card in September 2023. For the last seven years the Group has
introduced customers wanting to make international money
transfers to TorFX. However, since the year end, the Group has now
been authorised by the FCA to make international money transfers
and will shortly launch an in-house service.
It has also been noted that the seasonality of sales has shifted in the
last two years, with more customers travelling outside of the traditional
summer holiday period. The growth in sales of FX cash is encouraging
given commentary about customers switching to cards and indicates
that we are taking market share.
Cash remains a great way for consumers to budget on holiday and
continues to be a necessity in some locations where there may
be uncertainty about the acceptance of cards, however to ensure
Ramsdens provides choice and meets demands for its customers,
we introduced the new Ramsdens Mastercard® multi-currency card in
September 2023 and we are pleased to report that almost 17,000 new
cards were issued to customers during the year.
The card provides customers with
competitive exchange rates and segregation
from their main bank account.
We are encouraged by the value and frequency of reloads onto
the card, typically while the customer is on holiday.
The purchases of currency from customers have fallen in number,
total value and average transaction value. This indicates that
customers are spending almost all of their foreign currency while
on holiday. In addition, a slight reduction in margin, due to currency
mix, has resulted in income from purchases of FX falling by 13%.
Our Ramsdens currency website continued to improve, driving 23%
growth in our click and collect sales of foreign currency notes. We are
working to integrate the sale of the new multi-currency card into the
click and collect process. Our home delivery service is growing, but
remains a less well used service.
FY24
FY23
Total currency exchanged
£423m
£408m
Gross Profit
£14.2m
£13.6m
Online click and collect orders
£51.7m
£42.0m
Percentage of FX online
12%
10%
Percentage of Group gross profit
28%
30%
OUR DIVERSIFIED BUSINESS MODEL: PRODUCT OFFERING
Ramsdens operates in the four core business segments
of: foreign currency exchange; pawnbroking; jewellery
retail; and purchase of precious metals.
BUSINESS REVIEW CONTINUED
6%
SALES OF FX INCOME INCREASE £406
AVERAGE TRANSACTION
28%
23%
26%
23%
FX PB Retail PPM
The sales of currency to customers increased in total value and
in transactional count although the average transaction value
decreased by 5% to £406. A slight increase in the sales margin
resulted in income from sales of FX increasing by 6%.
Following the Group’s approval in
October 2024 by the FCA to remit
international payments, this service will
receive greater focus moving forward
as it presents an opportunity given the
high numbers of customers using our
foreign currency service, our brand
strength, store network and online offer.
The Gross Profit from the FX segment
increased by over 4% which the Board
believes is a good result given the fall
in income from purchases of FX.
RAMSDENS ANNUAL REPORT 2024
10
FY24
FY23
Gross Profit
£11,657
£10,043
Total loan book* (capital value)
£10,677
£10,264
Past Due (capital value)
£882
£859
In date loan book* (capital value)
£9,794
£9,405
Percentage of Group gross profit
23%
22%
*excludes loans in the course of realisation
STRATEGIC REPORT
£347
AVERAGE LOAN AMOUNT
£11.7m
GROSS PROFIT
PAWNBROKING
Pawnbroking is a small subset of the consumer credit market in
the UK and a simple form of asset backed lending dating back
to the foundations of banking. In a pawnbroking transaction an
item of value, known as a pledge, (in Ramsdens’ case, jewellery and
watches), is held by the pawnbroker as security against a six-month
loan. Customers who repay the capital sum borrowed plus interest
receive their pledged item back. If a customer fails to repay the
loan, the pawnbroker sells the pledged item to repay the amount
owed and returns any surplus funds to the customer. Pawnbroking
is regulated by the FCA in the UK and Ramsdens is fully FCA
authorised.
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. The customer’s
debt is capped at the value of the goods pledged and therefore
there are no further debt consequences should the customer be
unable to repay the loan. Ramsdens works with its customers to try
and ensure repayment where possible so the customer is able to
borrow again should they need to.
Following strong customer demand for small sum short term credit
in recent years, FY24 saw lower incremental growth against what
was a strong comparable performance. The Group has been giving
additional interest forbearance to customers in financial difficulty
and has also been successfully encouraging customers to make
reductions to their loan capital should they need more time to
repay.
The average loan value as at 30 September 2024 was £347, up from
£325 as at 30 September 2023, with this figure rising to £519 in our
branches in the South of England. The demographics seen in the
southern communities in which we operate allow for higher loan
values with higher carats of gold jewellery offered as security for
a loan. The median loan value was £187 as at 30 September 2024
(FY23: £174).
Our lending remains conservative in line with our long-term policy
and repayment rates are in line with long run averages.
The new pawnbroking website was launched in November 2024,
post the year end, and has made a good start, attracting new
customers, and delivering an improved SEO performance, thereby
supporting our strategy of lowering customer acquisition costs and
improving overall profitability.
Ramsdens works with its customers to try
and ensure repayment where possible
so the customer is able to borrow again
should they need to.
RAMSDENS ANNUAL REPORT 2024
11
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 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.
BUSINESS REVIEW CONTINUED
£7.2m
ONLINE REVENUE
£28.4m
BRANCH REVENUE
FY24
FY23
Revenue
£35,607
£33,474
Gross profit
£13,293
£12,058
Margin %
37%
36%
Jewellery retail stock
£23,937
£24,289
Online Sales
£7,200
£6,656
Percentage of sales online
20%
20%
Percentage of Group gross profit
26%
26%
We are pleased with the progress we have made in the period with
a 6% increase in revenue and 10% increase in gross profit, when
considering the challenging economic conditions during the year
and the slow start in H1 which included the major retailing period of
Black Friday, Christmas and January sales. H2 sales were stronger
than those during H1, both in store and online.
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. In addition to being 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. There are over 15,000 items available on
the Ramsdens jewellery website. Approximately 65% of all online
revenue is from premium watch sales. FY24 had a mixed online
retail performance with H1 impacted by softer premium watch
sales, a pattern also reported by other watch retailers. However
H2 was much improved and resulted in online revenue growth
for the full year of £0.5m or 8% (despite being £0.5m down in H1).
This demonstrates the strength of the H2 performance which took
annual online revenue to £7.2m (FY23: £6.7m) and delivered a profit
contribution of over £1m during the year. Given the improved
momentum of H2 we believe we have a strong foundation to
continue to scale the online retail business in the coming years.
There has been significant upward inflationary pressure in our
Jewellery Retail operations from the increasing gold price.
Second-hand jewellery and new jewellery have been repriced
accordingly and still represent excellent value for money.
In H1 there was uncertainty in the pricing of second-hand premium
watches, which led to some product price corrections with many
popular brands and models falling in price. The Group has always
maintained a focus on turning its premium watch stock quickly
and was able to realign pricing to drive growth in H2.
Overall margins by product category
have remained consistent, resulting in
a slight increase in overall margin to
37% which is reflective of the mix of
product sales. Retail revenue is
spread across the three key categories
of premium watches (38% of revenue),
new jewellery (28%) and preowned
jewellery (34%).
RAMSDENS ANNUAL REPORT 2024
12
STRATEGIC REPORT
While the focus is always on driving up gross profit, after several
years of major investment into our retail jewellery stock, the Group
continues to focus on having the right stock in the right quantity
in the right location. In FY24 the return on capital employed on
jewellery stock has improved from 50% to 56%.
The Group will invest more in retail jewellery stock in FY25 and
beyond having identified growth opportunities during FY24.
We believe there is an ongoing opportunity, instore and online,
across our product categories, to develop and grow our jewellery
retail business.
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
dependent 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
FY24
FY23
Revenue
£31,151
£23,522
Gross profit
£11,822
£9,161
Percentage of Group gross profit
23%
20%
While the gold price has been high for a number of years
compared to long-term averages, this year the gold price has
achieved record levels both in US Dollars and Sterling.
The weight purchased increased and together with a high
gold price, revenues were 32% higher at £31.1m and gross profit
increased by 29% to £11.8m.
In FY24, as part of its retail jewellery stock review, the Group took
advantage of the high gold price to sell more purchased items
for their intrinsic value rather than refurbish for retail.
The average 9ct gold price for FY24 was £21.05 per gram (FY23:
£18.48) and at the year-end was £23.83.
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.
32%
INCREASE IN PPM REVENUE 29%
INCREASE IN PPM GROSS PROFIT
The Group is focused on having the right stock
in the right quantity in the right location.
RAMSDENS ANNUAL REPORT 2024
13
The Board believes that its existing strategy remains the right one to grow our
business and deliver sustainable value for all our stakeholders.
We continue to concentrate on:
STRATEGY
Improving the
performance
of the existing
store estate
Expanding
the Ramsdens
branch
footprint in
the UK
Developing
our
online
proposition
Acquisition
opportunities
Focusing on
sustainability
through our
ESG strategy
www.
ESG
1
2
3
4
5
BUSINESS REVIEW CONTINUED
£000’s
FY24
FY23
Revenue
£563
£849
Gross Profit
£563
£849
Percentage of Group gross profit
1%
2%
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. Following the acquisition of the Bury
franchise in March 2024 the Group had one remaining franchisee.
Up to April 2023, the Group also received income for cheque
cashing services and small commissions for credit broking of £0.2m,
however these services were stopped to enable greater focus on
the key services.
RAMSDENS ANNUAL REPORT 2024
14
The Group has an ethos of continuous improvement and believes
that every store has an opportunity to grow further. At the same
time, the younger stores will continue to mature, the relocated
stores continue to grow and this will add to Group profitability.
Our mission statement is to have a great customer offering backed
up by fantastic service leading to customers being ambassadors
for Ramsdens. This remains a focus for the Group because
recommendations from family and friends continues to be the
biggest source of new customers.
We are extremely proud of our 5-star
Trustpilot ratings for our retail jewellery and
foreign currency services.
Our cross-sell penetration rates are growing but remain low
in absolute terms which is a great indicator of the significant
opportunity that exists. For example only 2.2% of FX customers
bought jewellery from Ramsdens in FY24.
IMPROVING THE PERFORMANCE OF THE EXISTING STORE ESTATE
STRATEGIC REPORT
To provide a great customer offering and give such
fantastic service that our customers become ambassadors
for Ramsdens
Excellent • Trust Score 4.9
Quick delivery and the watch was stunning
Beautiful diamond eternity ring
Best place for travel money
RAMSDENS ANNUAL REPORT 2024
15
BUSINESS REVIEW CONTINUED
FOREIGN CURRENCY:
•
The three key drivers for foreign currency remain trust,
convenience and price.
Trust - stock availability and transparent pricing continue
to build trust among consumers.
Convenience – our stores are conveniently located in high
footfall areas, on high streets and in shopping centres.
Price – our exchange rates are competitive online and in
store and we can continue to be competitive as we can spread
our operating expenses across more services.
•
The sales of our foreign currency have strong momentum
from FY24.
•
The growing reach of Ramsdenscurrency.co.uk has driven a
30% increase in click and collect transactions into our stores.
While average commission rate is lower online, the average
transaction value is 60% greater plus we have the opportunity
to cross sell our other services
•
Our market-leading multi-currency travel card customer base
is growing. We are confident this will grow in FY25 and beyond
as customers maximise the competitive exchange rates on
offer and the flexibility and ease of using the card and the
accompanying app. This allows the Group to capture more of
our customer’s holiday spend while abroad.
•
The International Money Transfer service will be relaunched in
FY25 following the Group’s approval by the FCA as an Authorised
Payment Institution. Our branch network will be able to facilitate
smaller value payments for customers in addition to a digital offer
for the service. This service will need to grow over the coming
years and has potential in time to be a significant income stream
for the Group.
PAWNBROKING:
•
We will continue to build on the trust and high repeat customer
volumes earned by providing a high level service and grow the
customer base through word-of-mouth recommendations,
alongside our other marketing initiatives.
•
Our loan to value ratios are continuously reviewed in line with
second hand retail pricing and the customers history of repaying
loans. This may allow more to be lent to customers but the
Group’s ethos is to have prudent lending policies.
•
Our new dedicated website will create new business for the stores
by creating awareness of the pawnbroking service available at
In addition, we continually aim to improve the performance of our
key income streams:
RAMSDENS ANNUAL REPORT 2024
16
STRATEGIC REPORT
Ramsdens. The website will also be focusing on attracting
higher value lending and the Group will use its experienced
branch and area managers to offer a bespoke service.
•
We will maintain focus on giving customers a fair deal and will
continue where required to reduce interest rates to support
customers in financial difficulty to get their goods back.
•
Customers who require longer term support will be
encouraged to repay part of their capital borrowed so that
the loan has an improved chance of being repaid and the
customer being able to wear their jewellery again and have it
should then need to borrow in the future.
•
Where in some cases customers default, we will continue
to use our growing retail expertise to obtain the best price
possible for their pledged items.
JEWELLERY RETAIL:
•
The focus in FY24 on stock levels, quality and price and the
progress made in H2 gives confidence and optimism that
the Group is on track for future growth in its retail jewellery
segment.
•
The investment in the new head office will allow greater
processing capacity which will assist improvements in the
replenishment of each store’s stock.
•
The concept window design roll out was completed in FY24
and this brings greater efficiency in stock replenishment.
•
We are continuing to invest in our retail website which acts as
a stock catalogue for our branches to facilitate further in store
sales while allowing customers to fully transact online.
•
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, unwanted or unworn jewellery. In FY24, 2.5% of our
FX customers sold unwanted jewellery to the Group.
•
When launched, our new gold buying website will seek to
attract new customers who may be unaware of the service
or the value of their unwanted or unworn jewellery.
Our loan to value ratios are continuously
reviewed in line with second hand retail pricing
and the customers history of repaying loans.
RAMSDENS ANNUAL REPORT 2024
17
BUSINESS REVIEW CONTINUED
The changes in the Budget announced in October 2024, will increase staffing costs from
April 2025. The change to the employer’s national insurance rate and threshold, will
increase costs by £0.8m per annum. The Government also increased the National Living
Wage (NLW) by 6.7% for those over 21 to £12.21 per hour. The Group will continue to pay the
Real Living Wage (RLW), which has increased by 5% to £12.60 per hour, as its minimum pay
for staff, effective from April 2025. Our 2025 pay review will result in our people receiving an
above inflation pay review.
Furthermore, our fixed price energy contract was renewed in February 2024 for two years.
The full year impact in FY25 will add an additional £0.25m over FY24. All of our electricity
supply comes from renewable sources.
The Group believes that it can continue to make progress despite the aforementioned
increased costs.
We continue to negotiate rents downwards where there is an opportunity to do so,
balanced with a desire for flexibility with lease expiry and break dates. 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 believe our store estate performance is complemented by a strong online proposition.
We are pleased to say that the excellent feedback we
receive in our staff engagement surveys has resulted in
greater staff retention.
Our people are key to implementing our strategy. We invest heavily in staff training
and communication, focussing on the necessary product skills but also the customer
conversation.
With more experienced staff customer interactions improve, driving improved customer
service, revenue and ultimately branch profitability. 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.
RAMSDENS ANNUAL REPORT 2024
18
STRATEGIC REPORT
JEWELLERY RETAIL WEBSITE
Revenue from the online retail jewellery
website increased by 8% to £7.2m (FY23:
£6.7m). H2 performance was particularly
strong with revenue growth £1m over FY23
following a slower than anticipated H1. This
performance excludes jewellery sales in
branches, which use the in-store digital
facility to access the website as a catalogue
of stock of over 17,000 items.
The website is continually reviewed for
search engine optimisation, pay per click
return on investment and affiliate schemes.
Each area is refined on an ongoing basis to
drive future success. The jewellery website
will undergo a platform refresh in 2025.
The retail website revenue is still low when
compared to other retail jewellery websites
and therefore provides an opportunity for
growth.
FOREIGN CURRENCY WEBSITE
The currency website continues to grow.
Click and collect sales generated by the
website grew by 23% in FY24 to £51.7m
(FY23: £42.0m) and now represents 12%
(FY23: 10%) of all currency sales. Home
delivery volumes are low but offered to
complement the services.
The currency website includes the ability
to order and reload the Ramsdens
Mastercard® Multi-Currency Card. Online
card sales are still only a small proportion
of all card sales and we are working with
Mastercard to improve the online buying
journey.
The currency website is also the conduit
for attracting leads for International Money
Transfers and the digital gateway to making
a payment.
PAWNBROKING WEBSITE
The pawnbroking website was launched
in November 2024 and has two areas of
focus. Firstly, it provides customers with
24/7 access to repay their loan when it is
convenient for them and secondly, it is a
lead generator for customers wanting to
use their assets to borrow cash.
We are investing in developing SEO and
pay per click campaigns for this service
now that it is on a standalone website.
The first few weeks since launch have been
encouraging.
GOLD BUYING WEBSITE
While Ramsdens buys a lot of unwanted
gold jewellery from customers, a significant
number of consumers are unaware of
the value in their unworn and potentially
damaged jewellery. This website will
benefit branches as well as develop into a
profitable online income stream.
LEGACY WEBSITE
The ramsdensforcash.co.uk website
will become a portal to the above four
individual websites for each of our key
income streams as well as providing
background information to who we are
and what we do.
DEVELOPING OUR ONLINE PROPOSITION
www.RAMSDENSJEWELLERY.co.uk
www.RAMSDENSCURRENCY.co.uk
www.RAMSDENSPAWNBROKERS.co.uk
www.RAMSDENSGOLDBUYERS.co.uk
www.RAMSDENSFORCASH.co.uk
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.
This new website is
dedicated to gold buying
and will launch in Q1 2025.
RAMSDENS ANNUAL REPORT 2024
19
The Group ended the financial year with a portfolio of 169 stores
offering the same services in small towns and larger cities. While
the proportion attributed to each key income stream differs
across the estate, the sum of the parts is that all mature stores are
profitable and immature stores will grow their income streams and
in turn, increase profitability.
This tried and tested operating model can be replicated in new
locations and allows for leveraging off the centralised costs of the
head office support services.
There are c350 towns and cities with a population of 30,000 or
more in the UK. 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.
A typical new store is an investment of approximately £0.5m, split
equally into the store design and appearance and working capital
assets such as jewellery and cash.
We will continue to open new stores on a
geographic rippling basis to leverage our
existing operational strength and capacity.
During the year, we opened seven greenfield sites and acquired our
franchised store in Bury. Romford opened in the South East, as well
as stores in Poole to complement Boscombe in Dorset, in Cardiff
city centre, in Telford to expand towards the Midlands and
in Blackpool, Burnley and Blackburn in the North West.
We are very happy with the progress made by the FY24 new
store cohort.
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
Blackburn
Blackpool
Bolton
Bootle
Boscombe
Boston
Bradford,
Broadway Centre
Kirkgate Centre
Bridlington
Bristol
Byker
Burnley
Bury
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
Poole
EXPANDING THE RAMSDENS BRANCH FOOTPRINT IN THE UK
BUSINESS REVIEW CONTINUED
RAMSDENS ANNUAL REPORT 2024
20
RAMSDENS
BRANCHES
As at September 2024
Preston
Redcar
Romford
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
Telford
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
Queen Street
Cwmbran
Haverfordwest
Llanelli
Llanrumney
Merthyr
Neath
Newport
Pontypridd
Port Talbot
Swansea
FRANCHISES
Whitby
Grantham opened following the year end in October 2024
and its early weeks of trading have been encouraging.
We have a strong pipeline of researched towns where we
are awaiting the right unit to become available. Units in
towns are identified by taking into account footfall and
adjacent retailer quality. The challenges at present are
the state of some high streets and shopping centres with
significant temporary lets and voids.
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.
For these reasons, we have reduced the planned number
of store openings in FY25 to a further four, however, we
expect to increase new store openings in FY26
and beyond.
STRATEGIC REPORT
RAMSDENS ANNUAL REPORT 2024
21
We continue to look for acquisition opportunities in the
market, considering any potential acquisition against
the alternative of opening a new store using our successful
branch model.
Historically we have benefited from acquiring pawnbroking businesses, however, the industry
is quite fragmented and often businesses are under invested and generate lower returns on
the capital employed. 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 what are typically one store, family businesses. We remain
active in speaking to pawnbroking businesses who may potentially be looking to sell in the
upcoming years and are well positioned should opportunities arise.
We have previously converted independent jewellery stores into successful Ramsdens but
recent opportunities have not been attractive with them holding too much obsolete stock.
We have and will continue to consider vertical diversification with repair or watch repair
businesses and if the right opportunity presents itself at the right price, we would be interested.
We purchased our Bury franchisee in March 2024. This business has performed in line with
expectations since acquisition with the franchisee remaining with the Group as branch
manager.
ACQUISITION OPPORTUNITIES
BUSINESS REVIEW CONTINUED
FOCUSING ON SUSTAINABILITY THROUGH OUR ESG STRATEGY
Our foundations are:
•
Environment – we are very conscious of the impact of our activities on the
environment and our aim is to minimise 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 covering what we do and how we do it, using our market leading
in house bespoke software to provide the necessary controls and reporting.
We know that our long-term strategic aims will only be delivered if we maintain our good sustainable practices built on firm foundations.
our aim is to minimise
our energy use and
recycle where we can.
RAMSDENS ANNUAL REPORT 2024
22
STRATEGIC REPORT
Underpinned by its strong, trusted brand and diversified income streams the Group is
well positioned for the year ahead. We will build on the continuous improvement culture
we have and will always strive to do the right thing for the long term good of the Group’s
stakeholders.
We are fortunate to have investment choices from our strong cash generation and see a
blended strategy as the way to progress.
Our H2 performance in the retail jewellery segment gives us confidence and momentum
as we enter FY25. Our continued growth in sales of foreign currency indicates that we are
taking market share and we believe we can capitalise on this with the currency card and in
time the international money transfer service. We believe the gold price will remain high in
the short to medium term and as a consequence assist the pawnbroking and the precious
metals segments.
As with many other businesses, due to the increases in the Real Living Wage and Employers’
National Insurance the Company faces rising operating costs in 2025. However, the Group
will seek to recover these costs by improving the scale of the Group and focusing on its
value for money, competitive pricing strategy.
As a result, the Board is confident that Ramsdens is well placed to continue to make
progress for the benefit of all stakeholders.
OUTLOOK
Peter Kenyon
Chief Executive Officer
13 January 2025
RAMSDENS ANNUAL REPORT 2024
23
The table below shows the headline financial results:
£000’s
FY24
FY23
Revenue
£95,608
£83,805
Gross profit
£51,533
£45,759
Profit before tax
£11,362
£10,105
Net assets
£53,606
£48,167
Net cash*
£7,395
£5,039
EPS
26.1p
24.5p
*Cash less bank borrowings
FINANCIAL RESULTS
For the year ended 30 September 2024, the Group increased Revenue by 14% to
£95.6m (FY23: £83.8m) with growth across each of the four key income streams.
Gross profit increased by 13% to £51.5m (FY23: £45.8m).
The Group’s administrative expenses increased by 11% to £39.1m (FY23: £35.1m),
reflecting an increase in staff costs with the RLW increasing by 10% and the
additional stores which were opened or acquired in the current and prior year.
Finance costs have increased by 33% to £1.1m (FY23: £0.8m) due to having an
increased bank facility and a higher interest base rate.
Profit before tax increased to £11.4m (FY23: £10.1m), a record for the business, as
the Group benefited from the high gold price and its diversified offering.
The Group’s cash position remains strong with £7.4m net cash at the year-end
(FY23: £5.0m). Investments have been made in new stores and the growth of the
pawnbroking loan book.
CHIEF FINANCIAL OFFICER’S
REVIEW
Martin Clyburn
CHIEF FINANCIAL OFFICER
During the year the
Group secured a new £15m
revolving credit facility with
Bank of Scotland PLC with
a 5-year term
14%
INCREASE IN REVENUE 13%
INCREASE IN GROSS PROFIT
CHIEF FINANCIAL OFFICER
RAMSDENS ANNUAL REPORT 2024
24
STRATEGIC REPORT
EARNINGS PER SHARE AND DIVIDEND
The statutory basic earnings per share for FY24 was 26.1p, up from
24.5p in the previous year.
The Board is recommending a final dividend of 7.6p in respect of
FY24 (FY23: 7.1p). Subject to approval at the AGM, the final dividend
is expected to be paid on 21 March 2025 for those shareholders on
the register on 14 February 2025. The ex-dividend date will be 13
February 2025. This would bring the total dividend for FY24 to 11.2p
(FY23: 10.4p). 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 43% pay-out ratio of FY24 basic EPS
(FY23: 42%). 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 2024, cash and cash
equivalents amounted to £15.8m (FY23:
£13.0m) and the Group had net assets of
£53.6m (FY23: £48.2m).
CAPITAL EXPENDITURE
During the reporting period, the Group invested in the store estate
by opening seven new stores, one store acquisition and relocating
three existing stores. Capital expenditure for the year was £2.6m
(FY23: £2.7m) and acquisitions were £0.6m (FY23: £0.3m).
The Group also purchased a new head office building for £1.0m
on a long leasehold with 995 years remaining. The purchase is
recognised within lease payments in the Consolidated Statement
of Cash Flows.
CASH FLOW
Working capital outflows in the year includes £1.9m increase in
inventories and growth of the pawnbroking loan book which has
resulted in trade and other receivables increasing by £1.0m. Trade
and other payables increased by £0.9m. The net cash flow from
operating activities for the year was £11.9m (FY23: £3.3m).
Net cash at the year-end was £7.4m (FY23: £5.0m).
During the year the Group secured a new £15m revolving credit
facility (RCF) with Bank of Scotland PLC with a 5-year term, which
replaces the £10m RCF with Virgin Money on more attractive terms.
The new facility expires in March 2029 and has three covenants:
flexible cash cover to the amount drawn, a cash and jewellery stock
cover in relation to amount drawn, and gross borrowings ratio in
relation to EBITDA. As at 30 September 2024, this facility was £8.5m
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 £3.1m (FY23: £2.3m) representing
an effective rate of 27% (FY23: 23%). The increase is due to the 25%
corporation tax rate applying for the full year, compared to only half
of the prior year. A full reconciliation of the tax charge is shown in
note 10 of the financial statements.
SHARE BASED PAYMENTS
The share-based payment expense in the year was £504,000 (FY23:
£462,000). This charge relates to the Long-Term Incentive Plans
(LTIP) and Company Share Option Plans (CSOP). Both schemes
are discretionary share incentive schemes through 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, 230.0p and 205.0p.
During the year, the LTIP award from 2021 partially met the
performance criteria and 341,250 share options vested. 180,000
share options were exercised during the year with 161,250 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
13 January 2025
RAMSDENS ANNUAL REPORT 2024
25
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:
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.
STAKEHOLDER
ENGAGEMENT EXAMPLES
Employees
•
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 and the staff engagement survey
•
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 2024 85% of Ramsdens employees completed the 2024 staff engagement survey
•
Regional Roadshow for all managerial grade staff. The most recent regional roadshow took place in November 2024
Further information is included in the Governance section, Principle 4 of the QCA Corporate Governance Code and the ESG Strategy section
Customers
•
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 4 of the QCA Corporate Governance Code and the ESG Strategy section.
Shareholders
•
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 videos 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 and can submit questions
via email to ir@ramsdensplc.com
•
Information for investors is published on the Group’s website www.ramsdensplc.com
Further information is included in the Governance section, Principle 3 of the QCA Corporate Governance Code
Communities and
Environment
•
The Group has an 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 4 of the QCA Corporate Governance Code and the ESG Strategy section
Suppliers and
Franchisees
•
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
•
One franchisee was purchased during the year. Ramsdens have one remaining franchisee based in Whitby. This store is
audited at least twice a year
Further information is included in the Governance section, Principle 4 of the QCA Corporate Governance Code and the ESG Strategy section
Regulators
•
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 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 4 of the QCA Corporate Governance Code and the ESG Strategy section
SECTION 172 STATEMENT
RAMSDENS ANNUAL REPORT 2024
26
Key Board Decisions in the Reporting period
BOARD DECISION
CONSIDERATIONS
The Board approved the strategic plan and
financial budgets.
Having discussed the dividend strategy, views on financial leverage, a strategic plan was discussed on
where to invest its developmental capital. Following this the financial budgets were reviewed which
would achieve the Group’s strategic ambitions for the benefit of all stakeholders.
The Board took the decision not to buy back
shares.
A small number of retail investors have requested that the Group start buying back shares. The Board
considered this feedback when reviewing its existing strategy. The Board agreed that investing for
growth alongside a progressive dividend policy continues to be the most appropriate capital allocation
policy for the long term benefit of all stakeholders.
The Board took the decision to approve an
interim dividend of 3.6p and has recommended
a final dividend for the year of 7.6p.
In line with the Group’s long-term strategy to pay progressive dividends, consideration was given to the
growth opportunities the business has, the increased corporation tax rates, the profitability of the Group
and its distributable reserves. The level of dividend balances rewarding shareholders while still investing
for growth benefiting all stakeholders.
The Board approved the opening of seven
stores in the year and one that was opened after
the year end.
The Board approved three store relocations in
the year.
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
Cantwells the Jewellers Limited who operated a
Ramsdens franchise in Bury.
The Board agreed to purchase the business assets after carefully considering the long-term value of the
transaction and the return on capital employed which would benefit all stakeholders.
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 for the benefit of all stakeholders and where the
biggest impact could be made from the actions proposed.
The Board approved the Group’s Consumer Duty
report, MLRO report, Risk Appetite statement
and policies and procedures relating to the
regulated services offered by the Group
The Head of Compliance and Risk reports twice annually to the Audit and Risk Committee which then
recommends various reports to the Board for approval. The Board considered that the reports demon
strated good control which was in the interests of all stakeholders.
The Board approved that the Group should
apply for authorisation from the FCA to become
an authorised payment institution.
The Board considered that the provision of International Money Transfers directly by the Group would
further diversify the services offered by the Group. The shared offering with the previous third party had
been difficult to scale. This potential improved income stream would help the Group grow and therefore
be beneficial for all stakeholders.
The Board approved the leasehold purchase of
a new head office.
The Board considered that processing capacity and efficiency of the jewellery department was
restricted due to a lack of space. Improving the jewellery processing capacity would help the Group
grow and therefore be beneficial for all stakeholders. The Board considered several options for leasing
or purchasing taking into account its growth ambitions and future requirements before making its
decision.
The Board approved the appointments of
Chris Muir as a Non-Executive Director, Lindsey
Carter as Company Secretary and Mark Smith as
Finance Director of the trading subsidiary.
The Board considered the Nomination Committee’s recommendations on board succession and that
the approval of the individuals concerned would benefit all stakeholders from an independence, skills
and succession planning perspective.
STRATEGIC REPORT
RAMSDENS ANNUAL REPORT 2024
27
The ESG strategy was refreshed in FY23 and reviewed in the last
year for progress against various goals and objectives.
We consider a robust ESG strategy to be essential. We want to grow
sustainably by doing the right thing, which means caring for our
staff, customers, communities, and environment.
Ramsdens has always embraced its corporate social responsibilities
because we believe it is the right thing to do, and it fundamentally
aligns with our values. By doing this we believe we will create long
term value for all stakeholders.
A significant part of the Group’s operations is to recycle unwanted
jewellery it buys from customers or recycle jewellery that was
security for loans which have not been repaid.
Our research indicates that recycling gold results in a 99% reduction
in greenhouse gases compared to mining gold. As Ramsdens
recycles approximately one tonne of pure gold, this delivers a
significant environmental benefit.
Our approach is to be good citizens and do the right thing and
Ramsdens continues to strive to reduce its energy use and recycle
or reuse where it can.
Approach
Following the establishment of an ESG committee in FY23, the
committee took responsibility for implementing the action
plan throughout FY24. We continued to integrate ESG into our
operations, building on the solid foundation laid in previous
years. Our focus in FY24 has been on further enhancing our
environmental initiatives, supporting our people and ensuring
governance practices align with evolving regulatory standards.
Some highlights from FY24 include;
In March 2024, we implemented a new green energy electricity
supply contract. This ensured that 100% of our electrical energy is
supplied from renewable sources. This significant step aligns with
our goal of reducing our carbon emissions.
Our efforts to reduce carbon emissions further has been to
accelerate the roll out of LED lighting to our older stores in FY24
which will continue into FY25. This will reduce our overall energy
consumption.
The project to measure electric, gas and water usage at all
Ramsdens locations continues. While progress is being made,
there is a challenge of obtaining accurate data from our supply
companies even with a wider roll out of smart meters. We have
though identified the higher usage locations to start managing a
reduction in their energy consumption.
We have expanded our recycling initiatives to include a uniform
recycling scheme.
We are fully committed to the wellbeing of our employees. In
addition to retaining the Real Living Wage as our entry level pay,
we have ensured that our Employee Assistance Programme is well
publicised to maximise take up for those seeking information or
assistance to improve their wellbeing. During FY24 there was a full
review of all medical information held on our employees and this
was updated and where necessary appropriate risk assessments
and management plans were put in place.
Following a review of our recruitment process, our diversity and
inclusion training was modified. This will continue to ensure that
we recruit the best person for the role while building a more
inclusive workforce.
We undertook a pilot project for employee volunteering with
Teesside Hospice. This was successful and will be repeated in 2025
and expanded into other geographic regions across the store
estate. In addition, our charitable giving was over £46,000.
ESG STRATEGY
Introduction
RAMSDENS ANNUAL REPORT 2024
28
STRATEGIC REPORT
We completed our first consumer duty annual report in 2024
confirming compliance with the FCA regulations. As part of
compiling that report, the Board identified areas where we could
potentially do more to ensure good outcomes for customers and
these initiatives are being implemented.
The Group obtained FCA approval to be an Authorised Payments
Institution. During this process the Company reviewed its
governance and communication activities in great detail to ensure
we had an appropriate governance framework.
Given the significant number of new projects launched in the year,
our focus is on deepening and expanding these initiatives rather
than introducing new ones. This approach ensures meaningful
progress and impact before conducting an interim strategic review
in 2025 with Mark Topley FICRS, from Purpose Driven Business, our
retained ESG specialist consultant.
The priorities for FY25 are;
• Environmental initiatives: Expand the LED lighting roll out; improve
energy and water usage data collection; and continuing efforts in
recycling and waste reduction.
• Social initiatives: Scale up our employee volunteering scheme;
and widen the training initiatives across the business
• Governance: Ensure a smooth leadership transition with the
appointment of a new Chair and to continue to enhance our
compliance with regulations across the business.
Environment
ENERGY USE
Our energy use is primarily related to controlling the temperature
in our locations, operating store equipment and providing lighting.
Water use facilitates staff personal needs as opposed to an
operational requirement.
Our gas energy supply cannot be switched to a green energy
contract. Given the efficiency of the gas central heating in six stores
there are no plans to change the supply.
The rest of the estate is heated and cooled using electrical energy
and all stores use electricity for lighting. The electrical supply
contract now guarantees that our electricity is 100% supplied from
renewable sources.
Our focus is now on reducing energy use be that gas, electric or
water. Guidance has been given to our teams on using energy
responsibly and setting temperatures accordingly. We have started
to measure, where possible, the energy use and have identified
high energy users in an effort to reduce our consumption.
This program is ongoing and will improve as more smart meters
are fitted and more accurate data collected. Our methodology
in calculating GHG emissions therefore relies on estimated bill
readings.
New stores opened in the last seven years have been fitted with
LED lighting and motion sensor detectors. Our roll out of LED lights
into older stores continues and this program is accelerating.
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.
We use couriers to transport our goods to and from stores and
share 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.
With the purchase of a second head office building we have
initiated a project to review installation of solar panels. If
implemented, it is hoped that each 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.
As announced in May 2024, our Chair, Andy Meehan, will
retire in March 2025 after more than 10 years of service.
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
Simon Herrick, current Senior Independent Director will take over the Chair role following Andy’s
retirement, and we have recruited a new Non-Executive Director, Chris Muir to join the Board.
These changes reflect our commitment to strong governance and responsible leadership.
RAMSDENS ANNUAL REPORT 2024
29
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 manage for disposal
is sent to landfill.
We utilise paper wallets for our FX cash, paper bags and cardboard
or polished wood jewellery boxes for our retail jewellery items and
are using up legacy plastic bags or boxes still within the business as
a preference to disposing through landfill.
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 with the
phase 3 audit being completed in July 2024. Our audits have been
undertaken by Green Team Consulting. The recommendations
within the audit are all activities that we have in motion as part of
our ESG action plan.
ESG STRATEGY CONTINUED
Our aim is to cultivate an
environment of well-being
where every member feels
valued, nurtured, and inspired
to grow. We believe our
people are our greatest asset.
When our people flourish, so
does our business.
Social
Our social responsibility extends to our
People and our Communities, including
customers.
PEOPLE
The Group can only enjoy success if its people are engaged.
At Ramsdens we are grateful for our people living our values
and being guided by our culture to do the right thing. This is a
fundamental platform on which Ramsdens needs to achieve its
strategic ambitions and it is important that we look after and care
for our staff.
We believe that our people should be paid fairly and will continue
to pay the Real Living Wage (RLW) as our entry level pay. The
RLW has been increased by 5% to £12.60 per hour and this will be
effective within Ramsdens from April 2025. 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 and through the
bonus schemes available to them. We appreciate that increasing
the pay by 5% at the lower end of our pay scale puts pressure on
all pay scales to retain a material difference. We are also intent
on maintaining that philosophy and our overall pay review will be
ahead of inflation, which is expected to be c2.5% throughout 2025.
The Group has a philosophy of wanting to share the financial
success of the business with staff. The Group has various bonus
schemes; cross selling success, branch manager and branch staff
performance bonus and a head office bonus scheme.
RAMSDENS ANNUAL REPORT 2024
30
We are also keen to recognise and reward great behaviours for
going over and beyond for our customers. This is not related to
sales activity but through demonstrating our culture and doing the
right thing. Over 3,000 awards were made in FY24. These awards
recognise the individual staff member’s passion and contributes
to 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.
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 111 members of staff who celebrated
a long service award milestone in FY24 and four people who
achieved a 20-year service milestone.
In addition, all staff benefited from their birthday being an
additional day’s holiday during the year.
Our philosophy with the Group’s long-term remuneration incentives
is to have wider participation across various senior managers,
currently 25 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 considering all
aspects of the business including ESG. All bonus schemes including
LTIPs have malus and clawback provisions.
The Group is keen to communicate and engage with our people
and does this in a variety of ways.
Ramsdens undertakes regular anonymous employee engagement
surveys. The last survey, undertaken in June 2024, saw 85% of staff
members complete the survey. The Board is grateful for the high
level of participation and feedback. 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 were very similar to previous surveys. In 2024;
STRATEGIC REPORT
95%
of employees believe
they have job
security
85%
of the employees said they
look forward to coming to
work and are enthusiastic
about the job they do
91%
of employees say their
branch / department is a
happy place to work
RAMSDENS ANNUAL REPORT 2024
31
ESG STRATEGY CONTINUED
The Group operates a staff suggestion scheme and a department
feedback scheme.
Engagement in 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.
The Group has an Employee Forum which met three times in FY24.
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 alternative staff
benefits and how best to reduce its environment impact.
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. We believe this level
of communication is important so that all staff are part of the
Ramsdens family. Annually we have a senior manager meeting to
communicate our forward-looking strategy and celebrate all the
achievements across the business. This is then followed by regional
roadshows attended by branch managers to cascade the messages
on how the Group is doing and what its plans are for future growth
and opportunities for people to progress their careers.
The Group could not have a continuous improvement ethos
without developing its people. 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 mentoring. As experience
is gained, new starters receive on-going product mentoring,
additional e-learning courses, remote training e.g. virtual video
classroom and face to face training sessions. While the business
has complexities, the excellent training support that exists, coupled
with an intuitive IT system, enables new starters to serve customers
quite quickly in their Ramsdens career.
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.
These are in development for release in 2025.
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 complemented with training
in the softer selling skills.
We also appreciate the wellbeing needs of our staff. We offer
hybrid working across our head office departments where possible
and while hybrid working is not possible in stores, we do look to
assist in all flexible working requests so that our staff can continue
their careers at Ramsdens and have a healthy work life balance.
We appreciate the hard work of our staff and have consciously
made the decision that we will close all locations on Boxing Day
in addition to Christmas Day to ensure all staff get two days break
to spend with their family and friends. Throughout FY24 we have
heavily promoted the Employee Assistance Program provided by
Health Assured to ensure our people have access to any assistance
they may need for the four pillars of wellbeing. This program
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 is encouraged to drink more water in their
Ramsdens branded drinks bottle.
RAMSDENS ANNUAL REPORT 2024
32
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.
At Ramsdens we believe that being a diverse organisation allows us
to grow and become the business we aspire to be. The head office
departments are led by eight senior male and four senior female
key influencers. All department heads have been with Ramsdens
at least five years providing great stability as the business continues
to grow.
The store network is led by four regional managers who manage
16 area managers. Each regional manager has been an area
manager with Ramsdens prior to their current role. We strongly
believe, where possible, on promoting from within. Nine of the 16
area managers are female and five 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. 74% of the branch managers are female and
80% of the staff are female.
STRATEGIC REPORT
At Ramsdens we believe that being a diverse organisation
allows us to grow and become the business we aspire to be.
74%
FEMALE BRANCH MANAGERS
This focus on our people has improved staff retention with staff turnover reducing to 24% as at September 2024 (FY23: 28%). Similarly, staff
with more than one year service improved to 82% of all staff (FY23: 76%). These metrics also include the fact we have grown the store base.
42% of all staff (FY23: 40%) now have over five years’ service which is significantly beneficial in achieving our long-term objectives.
RAMSDENS ANNUAL REPORT 2024
33
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 2024 our mean average loan
was £347 and our median average loan was
£187. Interest is charged daily so the quicker
a customer can repay the less interest is
paid. Part of our loan issuing process is to
ensure customers 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 offers both automatic forbearance
interventions, where interest rates are
systematically reduced, alongside offering
tailored financial solutions to customers
with a full remit of support options. We
have increased our focus, training and
customer education processes should a
customer want more time to pay and seek
a new loan. Part of that process includes
signposting debt advice should a customer
need to consider this. If a renewal is in
the best interests of the customer, we
strongly encourage customers to reduce
the loan capital borrowed. We believe in
time this will improve customer repayment
outcomes.
One year on from the implementation
of the Consumer Duty, the Group has
undertaken a comprehensive review
to ensure we remain focused on good
customer outcomes.
Some customer’s pledged items need
to be sold to repay the loan. If the item
sells for more than the amount owed,
the surplus monies are returned to the
customer together with all part payments
made towards that loan. 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. The Group actively
tries contacting the customer to ensure
surpluses are repaid to customers and has
flagged all customer accounts where we
owe the customer money so if they appear
in a Ramsdens in the future, the money
owed can be returned to the customer.
We believe that our approach maximises
paying surpluses back to customers.
ESG STRATEGY CONTINUED
Community
Goal: Deepen community roots, leverage business success for local benefit.
Our aim is to intertwine our success with
the wellbeing of our neighbourhoods. We
believe a thriving community relationship
supports a thriving business. We are not just
in our communities; we are part of them.
RAMSDENS ANNUAL REPORT 2024
34
STRATEGIC REPORT
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. All customer
feedback is used to improve the Group’s
communication strategies.
CHARITABLE ENDEAVOURS
The Group believes it has an obligation
to give back where it can and in FY24, the
Group has directly contributed over £46,000
to various charities with a commitment that
0.5% of Group’s prior year post tax profit is
used to benefit good causes.
The Group has an inclusive approach with
its staff to the charities it contributes to.
Each store team chooses the charity, local
or national, to collect coins for, mainly
foreign coins. All staff then choose four
national charity events that the Company
joins in with, e.g. Christmas Jumper Day for
the benefit of Save the Children which the
Group donates to.
Should an individual staff
member wish to support
a particular good cause
close to them, the Group
will contribute to their
fund-raising efforts.
Centrally close to our head office in
Middlesbrough, we support Teesside
Hospice as our primary charity. We have
donated funds, raffle prizes, sponsored
events and in FY24 further embraced our
employee volunteering scheme to benefit
the hospice.
In addition, we respond to various ad hoc
requests for support smaller charities where
our involvement can make a real difference
to that organisation, e.g. give a duck
foundation.
In FY25 we are committed to expanding
our employee volunteering program.
All of the co-ordinated efforts of the
Group were recognised by the National
Pawnbrokers
Association when it
was awarded with
the Community
Contribution award
for 2024.
SOME OF THE CHARITIES
SUPPORTED ARE:
RAMSDENS ANNUAL REPORT 2024
35
SUPPLIER RELATIONSHIPS INCLUDING FRANCHISEES
The Group has a limited number of key trade suppliers and over the
years has established strong relationships, where working together
has benefited 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 now only has one franchisee who operates in Whitby.
The franchisee operates his business to the standards that we
require and this is evidenced by half yearly audits.
ESG STRATEGY CONTINUED
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.
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 44 to 65.
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 56. In 2025, our Chair
Andy Meehan will step down and will be replaced by Simon
Herrick the current Senior Independent Director and Chris Muir has
joined Karen Ingham as a Non-Executive Director bringing a new
perspective and independence.
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 54.
The ESG management committee has met during the year to
progress our ESG strategy and good progress has been made. ESG
has been a standing agenda item on the monthly Board papers for
many years.
In addition to our top-down approach, bottom-up engagement is
essential for the successful integration of ESG principles. Our staff
roadshows, staff forum, and staff feedback channels are all open
channels for our people, 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.
Our focus in FY25 is to deepen the
initiatives launched, doing more of what
we are doing and doing it better where
we can.
RAMSDENS ANNUAL REPORT 2024
36
EVERYDAY SUSTAINABILITY
The services offered by Ramsdens have a sustainability theme.
Recycling unwanted jewellery embraces the ethos of a circular
economy.
While we expect pawnbroking customers to repay their loans
allowing them to borrow again when needed, if they do not repay
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.
Recycling, repairing or refurbishing jewellery limits the need to mine
new gold, diamonds or other precious stones and thereby reduces
the environmental impact.
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 but the Group has within its
governance framework, an ESG committee, with representatives
from across the business to manage and take forward its ESG
priorities.
RISK
Our detailed understanding of climate related risks and
opportunities continues to develop. The Group maintains a
business risk register which is regularly reviewed in line with the
Group’s compliance monitoring plan and risk appetite statement.
Within that overall risk identification and management framework,
we have reviewed both physical and transitional climate related
risks. The business risk register is reviewed by the Audit and Risk
Committee twice per annum. The Board believes, having assessed
the risks and mitigation activity undertaken by the Group, that
the climate related risks are minimal during the timeframe of
our current strategic plan. We have therefore not undertaken
any modelling of the identified risks nor set any specific key
performance indicators at this time. 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 review of physical climate hazards, such as coastal or other
flooding, extreme heat or other weather events has identified
minimal risk to our branch or head office locations, nor our key
supplier locations.
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 identified minimum transition risks within a medium-term
horizon in our FY24 review.
Our risk assessment identified the following;
Reduced air travel: Risk of revenue loss due to regulatory or
behavioural shifts away from air travel.
Import of goods from overseas: Risk of increased operational costs
from increased use of tariffs and other regulatory changes.
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 slow
adoption of sustainable practices.
Opportunities
Our review of climate related opportunities did not present any
material opportunities above our current operations and activities.
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 and staff 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.
STRATEGIC REPORT
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
We welcome the new mandatory Climate-related Financial Disclosures (‘CFD’) which align with
the Task Force on Climate related Financial Disclosures (‘TCFD’) framework and the importance of
adopting its recommendations in line with AIM listed entities with over 500 employees.
RAMSDENS ANNUAL REPORT 2024
37
ESG STRATEGY CONTINUED
Strategic Priorities
TCFD OBJECTIVE 1 - CARBON FOOTPRINT
Notwithstanding the positive impact recycling jewellery has, we
now have a 100% renewable electricity supply contract which
started in March 2024.
We continue to invest in energy-efficient
technologies particularly in our new store
openings as well as encourage good
behaviours from our people in using
energy responsibly.
As we own our head office buildings, we are able to invest for the
long-term in renewable energy. We are investigating the viability of
fitting solar panels with the hope that these buildings can be self-
sufficient in energy use.
We continue to ensure that our waste collection from high street
stores and head office locations does not go to landfill. For stores
located in shopping centres, the waste services are supplied by
centre and in these instances, we have encouraged the centre to
take the same approach with a target of 0% waste to landfill.
TCFD OBJECTIVE 2 - CLIMATE CHANGE GOVERNANCE
Our formal risk management process includes a review of the
emerging risks from the impact of climate change on business
operations and sustainability. This risk review as part of our
compliance monitoring program considers climate-related risks
such as physical risks (e.g., extreme weather events) and transition
risks (e.g., regulatory changes). Where appropriate we will seek
expert advice so that our business strategies are resilient to the
evolving landscape of climate-related challenges.
TCFD OBJECTIVE 3 - PARTNER WITH RESPONSIBLE
SUPPLIERS
As part of our supplier assessment at onboarding a new supplier
or periodic review of existing suppliers we seek assurances that
our suppliers can demonstrate proactive and responsible business
practices, including but not limited to environmental stewardship,
fair labour practices, and ethical governance.
Streamlined Energy & Carbon
Reporting
ENERGY & WATER USAGE INCLUDING GREENHOUSE GAS
EMISSIONS
The Group’s methodology involves the initial collection of energy
use data in respect of Electricity and Gas from suppliers,
Energy Consumption
Year ended 30
Sept 2024
Year ended 30
Sept 2023
Total Global Energy Consumption (kWh)
2,133,330
2,282,201
Total UK Energy Consumption (kWh)
2,133,330
2,282,201
Energy Consumption Breakdown
Direct Transport (kWh)
79,787
134,230
Total Electricity (kWh)
1,975,450
2,069,878
Total Gas (kWh)
74,848
78,093
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
2024 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 (SECR).
METHODOLOGY
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 2023 and 2024 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.
TOTAL ENERGY
CONSUMPTION
kWh
2,133
YEAR END
SEPT 2024
0.67
(tCO2e/FTE)
DOWN
CARBON
INTENSITY
(location based)
14%
DOWN
7%
RAMSDENS ANNUAL REPORT 2024
38
STRATEGIC REPORT
Carbon Emissions
Year ended 30
Sept 2024
Year ended 30
Sept 2023
Scope 1 : Direct Transport (tCO2e)
12
27
Scope 1: Gas (tCO2e)
14
14
Total Scope 1 (tCO2e)
26
41
Scope 2: Electricity Purchased
(tCO2e)
Location Based – Electricity (tCO2e)
405
424
Market Based – Total (tCO2e)
260
654
Total Scope 1 & 2 Location Based
(tCO2e)
431
465
Total Scope 1 & 2 Market Based
(tCO2e)
286
697
Full Time Equivalent Employees
640
600
Carbon Intensity Scope 1+2 (tCO2e/
FTE) Location Based
0.67
0.78
Carbon Intensity Scope 1 + 2 (tCO2e/
FTE) Market Based
0.45
1.16
SUMMARY
The reduction in Direct Transport emissions is consequence of
a change in approach in providing company cars. The Group
has phased out use of company cars during FY23 and now only
operates 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
continued improvements in data accuracy during 2024, supported
by smart meter roll out, combined with incremental improvements
in usage through education, as opposed to a significant change in
operations.
Market based carbon emissions have reduced significantly
following the renewal of our electricity contract in March 2024 which
has seen the Group transition to 100% renewable energy sources.
TARGETS
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
lessen our impact on the climate. The new energy contract which
commenced in March 2024 for 100% renewable electricity is a big
step forward. 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 FY25 using video
conferencing.
We have an ongoing communication plan to encourage all staff to
minimise their personal energy consumption.
We will continue to use
motion sensors and LED
lighting for all new stores
RAMSDENS ANNUAL REPORT 2024
39
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.
PRINCIPAL RISKS & UNCERTAINTIES
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.
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 has extensive training in cyber security for all staff including a
six-monthly 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 Board acknowledges
that the IT system is
integral to the Group’s
operations and therefore
any failure of IT systems
is considered the Group’s
highest risk. The Board
considers that there has
been no change in the risk.
ECONOMIC RISK
Almost all of the Group’s revenue is
generated in the UK from UK customers.
The UK economy can impact the Group
differently across the diversified income
streams.
Reduced consumer spending could
adversely impact jewellery retail and
currency sales.
Inflation may have an adverse impact on
Ramsdens cost base.
Increases in the statutory National Living
Wage (NLW) are leading to higher salary
costs.
High interest rates may reduce consumer
spending and also increases the interest
costs of the Group.
High streets may experience lower
footfall if more retailers close stores
due to changes to the economic
environment.
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, increasing margins on its foreign currency exchanged
and increasing pawnbroking interest rates.
The Group has a substantial number of its properties with agreed fixed
energy pricing through to February 2026.
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 outlook
remains uncertain;
however, interest rates
are expected to reduce in
the year ahead.
Employment costs
remain the Group’s
largest expense and may
continue to see above
inflation increases given
upcoming changes to
NLW and Employer’s
National Insurance.
The Board considers
Economic Risk as a whole
remains similar to the
prior year.
IMPACT AND
CHANGE IN RISK
MITIGATING
FACTORS
RISK AND
IMPACT
RAMSDENS ANNUAL REPORT 2024
40
STRATEGIC REPORT
REGULATORY
The Group must be FCA authorised to offer its
pawnbroking, credit broking and international money
transfer services and is a registered Money Service
Business (MSB) with HMRC.
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.
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 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 Board considers that
there has been no change
in the risk.
IMPACT AND
CHANGE IN RISK
MITIGATING
FACTORS
RISK AND
IMPACT
REPUTATION
A risk of adverse publicity, or customer comment through
social media could have a material adverse 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.
The Group invests heavily in its staff development
including a tailored induction program. 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.
Offering a great customer service is part of the mission
statement for the Group and as such, customer service
levels are measured through customer feedback 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 retains a PR consultancy to provide ongoing
support and media engagement.
The Board considers that
there has been no change
in the 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.
The Group uses monthly forward contracts to hedge
against adverse exchange rate movements primarily in
its two key currencies, Euros and US dollars.
The Board considers the
risk is unchanged.
GOLD PRICE
The Group’s assets and profit are sensitive to movements
in the gold price and the prices of other precious metals.
A fall in the price of gold and silver and other precious
metals may reduce the value of the Group’s assets and
adversely affect liquidity.
A significant and sustained decline in the price of gold
would adversely affect the value of jewellery pledged as
collateral by pawnbroking customers and the stock held
by the Group. This may also affect volume of jewellery
sales and default rates on pawnbroking loans.
The Group 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 sterling gold price has
increased throughout the
year reaching an all-time
high due to geo-political
factors. Given recent price
rises, the risk of future
reductions in the gold
price has increased.
RAMSDENS ANNUAL REPORT 2024
41
RISK AND
IMPACT
MITIGATING
FACTORS
IMPACT AND
CHANGE IN RISK
GOLD PRICE CONTINUED...
The Board has not increased lending values in line with
gold price increases and therefore the loan to value is
considered conservative and lending would not need to
reduce if the gold price falls back to previous levels.
The Board sensitises the gold price in its budget
assumptions and keeps the possibility of hedging the
gold price under review.
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.
The Group has a strong balance sheet with a healthy cash
position. The Group has secured a new £15m RCF which
expires in 2029 with Bank of Scotland plc.
The Group currently has credit bank balances held with
Barclays Bank. 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 considers the
risk has reduced given the
new banking facility and
increased headroom.
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 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.
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
£374.
The Board considers that
the risk has reduced with
an increased gold price
because our lending
represents a lower loan
to value ratio of the
intrinsic value of the items
pledged.
FINANCIAL CRIME
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 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 has a robust compliance monitoring
programme which involves every branch being
randomly audited and a centralised team reviewing and
investigating any abnormal patterns with transactions.
Processes, systems and controls are continually evolving
and being developed within the Group’s bespoke IT
system.
The Group has high levels of physical security and
sophisticated alarm systems for its stores and head office.
The Group encrypts all customer data and retains it
behind two firewalls.
The Group maintains business insurance including cyber
insurance cover for material losses.
The Board considers that
with a more uncertain
economic environment
the risk has increased.
RAMSDENS ANNUAL REPORT 2024
42
The Strategic Report, as set out on pages 4 to 43, has been approved by the Board
By order of the Board
Peter Kenyon
Chief Executive Officer
13 January 2025
STRATEGIC REPORT
RISK AND
IMPACT
MITIGATING
FACTORS
IMPACT AND
CHANGE IN RISK
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 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 Board considers that
the risk is lower with staff
turnover having improved.
PANDEMIC
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
While the pandemic and restrictions would be outside the
Group’s control, the Group has the following protections
in place;
•
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
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.
RAMSDENS ANNUAL REPORT 2024
43
RAMSDENS ANNUAL REPORT 2024
44
RAMSDENS ANNUAL REPORT 2022
22
Board of Directors
46
Chairman’s Introduction
48
Corporate Governance Principles
49
Audit and Risk Committee Report
54
Nomination Committee Report
56
Remuneration Committee Report
57
Directors’ Report
62
Directors’ Responsibilities Statement
64
CORPORATE
GOVERNANCE
CORPORATE GOVERNANCE
RAMSDENS ANNUAL REPORT 2024
45
EXECUTIVE DIRECTORS
BOARD OF DIRECTORS
Peter Edward Kenyon (59)
CHIEF EXECUTIVE 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 implementing 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.
External appointments – Peter is a Director of The National Pawnbrokers Association.
Martin Anthony Clyburn (43)
CHIEF FINANCIAL OFFICER
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 – None
CHIEF FINANCIAL OFFICER
CHIEF EXECUTIVE OFFICER
RAMSDENS ANNUAL REPORT 2024
46
NON-EXECUTIVE DIRECTORS
Andrew David Meehan (69)
NON-EXECUTIVE CHAIRMAN
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.
NON-EXECUTIVE DIRECTOR
Simon Edward Herrick (61)
NON-EXECUTIVE DIRECTOR
Simon joined the board of the Company on 1 January 2017. Simon has significant
experience in senior executive roles including positions as CFO of Debenhams plc,
Northern Foods plc, Darty plc and PA Consulting Limited and CEO of Northern Foods
plc and Blancco Technologies 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 Chairman of Christie Group plc and a director and owner of Herrick Inc Ltd and
Sports Punk Ltd.
Karen Ingham (59)
NON-EXECUTIVE DIRECTOR
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 May 2023.
External appointments - Karen is a Director of Manhealth CIC and Vice chair of the Furness Building Society.
Christopher Muir (49)
NON-EXECUTIVE DIRECTOR
Chris joined the board of the Company on 30 September 2024. Chris is a Chartered
Accountant, having qualified with Deloitte & Touche in 1999. He has considerable experience
leading the finance functions of main market public companies and consumer-facing
businesses having been Chief Financial Officer of ScS Group from 2016 until its sale in 2024.
Prior to that, Chris was Group Finance Director of Northgate PLC for 5 years, where he was
also acting Chief Executive Officer between May and September 2014.
External appointments - None
CORPORATE GOVERNANCE
RAMSDENS ANNUAL REPORT 2024
47
CHAIRMAN’S INTRODUCTION
My role as Chair is to ensure that the Board continues to be committed to supporting high
standards of corporate governance. I can confirm that during the financial year ended 30
September 2024, the Board continued to operate in line with the Quoted Companies Alliance
(QCA) Corporate Governance Code (the ‘Code’). The updated ten principles of the QCA code
align with the Group’s governance framework which is set out below including the reports of
the Audit & Risk Committee, Remuneration Committee and Nomination Committee, and is
also detailed at www.ramsdensplc.com/about-us/the-board-and-governance.
The Board continues to be committed to a strong ethos of doing the right thing and this
culture permeates through Ramsdens.
In addition to being a PLC and subject to the AIM rules, the Group is FCA authorised for
consumer credit, credit broking and as an authorised payment institution together with
HMRC approval to be a money service business. The Group has therefore been used to
operating within a highly regulated environment requiring a strong governance framework
for over ten years.
Within the FCA environment, the Group is subject to the Senior Managers and Certification
Regime, the Conduct Rules that come with that and the Consumer Duty which puts good
outcomes for customers at the heart of decision making.
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 of being trusted, open and passionate, 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. There is a strong sense of togetherness to achieve a common goal when talking with
employees.
As part of our forward look approach to board composition and independence, the board had
started to evolve with recruitment of Karen Ingham in 2022. Karen has been a great addition
to the board and brings with it her consumer and financial services experience from her
previous directorship at the Newcastle Building Society and more recently as Vice Chair of the
Furness Building Society. Given this stable platform, I advised the Board that on approaching
nine years as Chair, I would be retiring in 2025 and the board composition would evolve again.
It was agreed that Simon Herrick, as senior non-executive director, would take on the role of
Chair in 2025 and the Board recruited Chris Muir to be Head of the Audit and Risk Committee
at that future date. Chris joins with a strong recent finance background, having been Chief
Financial Officer at two FTSE PLCs, Northgate and ScS Group.
While the Group’s strategy and key income streams have remained consistent for many
years, the Board undertakes an annual review of its responsibilities and matters reserved for it,
together with a review of the terms of reference delegated to each committee to ensure that
the governance framework remains appropriate. From that, the executive committee of the
trading company sets out its terms of reference for managing compliance and risk and the
ESG strategy.
I look forward to welcoming shareholders to our AGM which will be held in Stockton
on 3 March 2025.
Andrew Meehan
Non-Executive Chairman
RAMSDENS ANNUAL REPORT 2024
48
CORPORATE GOVERNANCE
PRINCIPLES
PRINCIPLE 1
Establish a strategy and business model which promote
long term value for shareholders
Please see the Strategic Report from pages 4 to 43.
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 Group’s proven long-term strategy is to:
1.
Improve the performance of the existing store estate
2. Develop our online proposition
3. Expand the Ramsdens branch footprint in the UK
4. Appraise acquisition opportunities
5. Focus on sustainability through our ESG strategy
The purpose, strategy and business model of the Group has
been consistent since it was admitted to AIM in 2017 and the
strength of the balance sheet and profitability has grown
creating long term value for shareholders.
PRINCIPLE 2
Promote a corporate culture that is based on ethical
values and behaviours
The Group operates with three values of being trusted, open and
passionate about the business and our customers. These values
drive our culture.
As an FCA authorised business, the Group is acutely aware of The
Consumer Duty and putting the customer at the heart of what
it does. The people within Ramsdens, be that the Board, senior
management team or branch staff all know that they can only
achieve good outcomes for customers by having an ethos of doing
the right thing.
The Group communicates regularly on its ESG activities both inside
and external to Ramsdens. The ESG strategy is the foundation on
which the Group will grow and prosper. Please see our report into
ESG on pages 28 to 39.
The Board are champions of the Group’s recognition scheme which
is focused on people’s behaviours and not sales activities. With
over 3,000 behaviour scheme awards made during FY24, the Group
continues to promote and celebrate doing the right thing.
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.
The Group operates a clear and transparent whistle blowing policy.
PRINCIPLE 3
Seek to understand and meet shareholder needs and
expectations
The Board is aware that both institutional and retail investors
invest for a variety of reasons. The Group’s strategy is to reward
shareholders with a progressive dividend policy and to also grow
the profitability and net assets of the business, thereby increasing its
capital value.
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 are encouraged to attend the AGM to ask
questions or at any time through the year using our investor
relations channel by emailing IR@ramsdensplc.com. A small
number of shareholders have asked about buying shares back
from investors and this has been considered and is answered in
the Group’s Section 172 statement on page 26.
The Chair and Non-Executive Directors remain available to discuss
any matters shareholders might wish to raise at the AGM or will
attend meetings with institutional investors if requested.
The Board works closely with our Nomad, broker and financial PR
advisers to ensure that we communicate with all shareholders in a
transparent and timely manner.
PRINCIPLE 4
Take into account wider stakeholder interests, including
social and environmental 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, our franchisee 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 ESG Report on pages 28 to 39 where we discuss our
stakeholder engagement in particular with employees, customers,
suppliers, regulators and the communities in which we operate.
CORPORATE GOVERNANCE
RAMSDENS ANNUAL REPORT 2024
49
PRINCIPLE 5
Embed effective risk management, internal controls and
assurance activities, considering both opportunities and
threats, throughout the organisation
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 Group continues to review its system of internal control to
ensure compliance with best practice, whilst also having regard
to its size and resources available.
The Board 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 a Compliance and Risk Executive Committee (CREXCO),
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.
CREXCO has delegated terms of reference on which it reviews
the business operations and risks. A risk appetite statement has
been produced together with a wind down plan. The risk appetite
statement has considered the strategic, financial, operational,
compliance and conduct risks of the business. The wind down plan
is mandatory for authorised payment institutions and has been a
good discipline to consider as part of the FCA application process.
This plan sets out a framework of early warning risk indicators.
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 who continually review
transactions or customers that are considered higher risk to ensure
that the appropriate level of due diligence is undertaken prior to
transacting. A field team of six internal auditors randomly visit
all branches and head office departments throughout the year
to ensure that there is ongoing control of Company assets and
adherence to policy and procedures.
CREXCO engage with a specialist auditor to undertake an audit
of the Group’s anti money laundering risk assessments, policy,
procedures and processes. This was undertaken by RSM UK Risk
Assurance Services LLP in 2024 and their executive summary stated
“From our walkthroughs, observations and testing it is evident that
the Firm has an embedded AML framework in place which has
developed over a number of years. The framework is underpinned
by trained and competent staff, in the first and second lines of
defence, and a bespoke proprietary software system, which drives
much of the due diligence and ongoing monitoring activity. We
also considered that the Firm evidenced a strong compliance
culture and a commitment to continuous improvement and both
of these facets have contributed to the positive progress that has
been achieved over the last 12 months.”
Further information on climate risks management is included on
page 37 of the ESG strategy report.
The Report by the chair to the Audit and Risk Committee below,
confirms the independence of Grant Thornton UK LLP to undertake
the audit of the financial statements.
PRINCIPLE 6
Establish and maintain the board as a well-functioning,
balanced team led by the chair
At the year end the Board was comprised of six Directors, four
Non-Executive Directors and two Executive Directors. The
biographies of the Directors are set out on pages 46 and 47.
The two Executive Directors, Peter and Martin, have extensive
experience within the business and the industry and the Group
has grown under their control over many years, navigating the
challenges of the pandemic well. They are supported by a senior
management team that also have years of experience in their
roles and with the Group. The Group has identified as part of
CORPORATE GOVERNANCE PRINCIPLES CONTINUED
RAMSDENS ANNUAL REPORT 2024
50
CORPORATE GOVERNANCE
its succession planning, internal candidates for both the Chief
Executive Officer and Chief Financial Officer roles.
All four of the Non-Executive Directors are considered independent
and have a mix of skills, experience and backgrounds.
Andy has had an extensive career in retail businesses, as chair of
many private equity backed businesses and has been Chair of the
Group since being admitted to AIM in 2017.
Simon has significant PLC experience gained as CEO, CFO and chair
of different businesses in a variety of sectors. He has been Chair of
the Audit and Risk Committee of the Group since being admitted
to AIM.
Karen has had an extensive career in consumer facing businesses.
While Karen’s PLC experience is growing with her career at
Ramsdens, her experience as a Non-Executive Director at the
Newcastle Building Society and now as Vice Chair of the Furness
Building Society provides the Board with a wealth of regulatory
experience within financial services.
Chris, who is new to Ramsdens, has very recent experience of being
the Chief Financial Officer of FTSE listed ScS Group Plc until early
2024 and has ideal experience to become the next chair of the
Audit and Rick Committee. Chris also has experience of high street
and online retail at ScS.
The experience and knowledge of each
of the Directors gives them the ability
to constructively challenge strategy and
scrutinise performance.
The Non-Executive Directors do not receive performance related
remuneration.
The following table shows Director’s attendance at scheduled
board and committee meetings during the reporting period and
during his tenure in respect of Chris. 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.
Board
Audit
Remuneration
Nomination
Andy Meehan
12/12
5/5
4/4
4/4
Simon Herrick
12/12
5/5
4/4
4/4
Karen Ingham
11/12
5/5
4/4
3/4
Chris Muir
1/1
-
-
-
Peter Kenyon
12/12
-
-
-
Martin Clyburn
11/12
-
-
-
The Nominations Committee meet at least annually and their report
is on page 56.
All of the Directors offer themselves for re-election at each AGM,
except Andy who is retiring in March 2025. All of the Directors
require board approval should they wish to take on external roles.
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.
PRINCIPLE 7
Maintain appropriate governance structures and ensure
that individually and collectively the directors have the
necessary up-to-date experience, skills and capabilities
As explained under Principle 6, the Directors have a wide range of
skills and capabilities. All Directors are in roles or have recently held
a role and therefore each Director is considered to have up to date
experience.
The structure of the board meeting is that the Chair, 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 have been invited
to present on key areas of the Group’s operations. The Board
considers at least annually the Group’s strategic plan.
RAMSDENS ANNUAL REPORT 2024
51
CORPORATE GOVERNANCE PRINCIPLES CONTINUED
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 54.
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.
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.
During the year, the Directors received specialist advice on AIM
rules, AGMs and the Companies Act, applying for an authorised
payment institution licence with the FCA, FCA consumer credit
guidance, anti-money laundering and cyber security. Directors
with a professional qualification are required to comply with annual
CPD requirements.
PRINCIPLE 8
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 Chair then leads specific
discussion on the effectiveness of the Board and how the Board
can develop and improve its effectiveness.
The Chair 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.
The Board and Nominations Committee have not felt the need
for an externally facilitated board effectiveness review because
it believes it is well functioning at this time and has good culture.
Having recently changed the Board composition as part of its
ongoing succession planning, together with planned changes in
2025, 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 56.
PRINCIPLE 9
Establish a remuneration policy which is supportive of
long-term value creation and the company’s purpose,
strategy and culture
The Group’s remuneration policy is to incentivise its senior
management team with 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 long-term incentive
plan (LTIP) is aligned with the strategic aims of the Group with 50%
of the LTIP based on total shareholder return and 50% based on
earning per share growth. The Board believes this policy aligns
management and stakeholders for long term value creation.
The remuneration policy has recently been reviewed by external
consultants, Ellason.
The remuneration report is subject to an advisory shareholder vote
at the AGM.
Reference is made to the Remuneration Committee report on
page 57.
RAMSDENS ANNUAL REPORT 2024
52
CORPORATE GOVERNANCE
PRINCIPLE 10
Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders
and other key 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 Chair 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 3 March 2025. The Annual
Report and Accounts and Notice of the AGM will be sent to
shareholders at least 20 working days prior to this date. The results
of the AGM will be published detailing the votes for and against
each resolution.
The Board believes the Annual Report to be comprehensive and
transparent detailing all key aspects of the business.
The Audit and Risk Committee report is on page 54.
The Remuneration Committee report is on page 57.
RAMSDENS ANNUAL REPORT 2024
53
AUDIT & RISK COMMITTEE REPORT
The Committee is pleased to report the successful introduction
of a formal risk appetite statement and wind down plan criteria in
relation to the Group’s application to be an authorised payments
institution. The Committee approved the first Consumer Duty
report.
We have reviewed the performance of Grant Thornton UK LLP
as external auditors, on what is their fourth audit, maintained an
awareness of cyber security, and reviewed the processes and risk
management in place across the business.
During FY25 the Committee will carefully review the control and
oversight of the new in-house international money transfer service.
Members of the Audit and Risk Committee
The Committee at the year-end consisted of myself as Chair and
my three fellow Non-Executive Directors, Karen Ingham, Andrew
Meehan and Chris Muir. Karen completed her induction during
the year and contributes fully to the Committee. Chris joined the
Committee on his appointment on 30 September. The Committee
has met five times in the year and the detailed attendance list is on
page 51.
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 as chair of the Audit & Risk Committees at Christie
Group plc, FireAngel Safety Technology Group plc and Biome
Technology plc. When I take up the role of Chair of the Group
and Chris has completed his induction program into Ramsdens,
he will be the chair of this committee. Chris, who is a chartered
accountant, has very recent relevant financial experience, recently
stepping down as CFO of ScS Group Plc in 2024.
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.
Duties of the Committee
The main duties of the Audit and Risk Committee are set out in its
terms of reference, which are available on www.ramsdensplc.com.
The Committee will meet a minimum twice per year.
The main items of business considered by the Committee to date
have been:
•
Review of the 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.
Role of the External Auditor
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
fourth 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 68 to 75.
NON-EXECUTIVE DIRECTOR
As Chair of the Audit and Risk Committee, I am pleased to present the Committee’s report for
the year ended 30 September 2024.
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.
RAMSDENS ANNUAL REPORT 2024
54
One topic has been raised by the Auditor under Key Audit Matters,
requiring more substantive audit work and verification.
Pawnbroking revenue may be misstated due to fraud and error
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.
For active pawnbroking loans (which does not include those loans
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;
•
Non-redemption rate - This is based upon current and
historical data held.
•
Realisation value - This is based upon either:
o The estimated proceeds from the sale of the metal content
via disposal through a bullion dealer.
o The expected resale value of the pledged goods that can be
retailed.
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.
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.
Risk Management and Internal Controls
The Group has an established framework of risk management and
internal control systems, policies and procedures. The Audit and
Risk Committee is responsible for reviewing the risk management
and internal control framework and ensuring it operates effectively.
The Committee has reviewed the framework and is satisfied
that the internal control systems in place are currently operating
effectively.
Whistleblowing
The Group has in place a whistleblowing policy, which sets out
the formal process by which an employee of the Group may,
in confidence, raise concerns about possible improprieties in
financial reporting and other matters. As chair of the Audit and Risk
Committee I am the final contact point for resolution any issues.
I have not been contacted in the year.
Anti-Bribery
The Group has in place an anti-bribery and anti-corruption policy,
which sets out its zero-tolerance position and provides information
and guidance to those working for the Group on how to recognise
and deal with bribery and corruption issues. During the 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 the
Committee’s work.
Simon Herrick
Chair of the Audit and Risk Committee.
CORPORATE GOVERNANCE
RAMSDENS ANNUAL REPORT 2024
55
As Chair of the Nomination Committee, I am pleased to present the Committee’s
report for the year ended 30 September 2024.
Members of the Nomination Committee
The members of the committee are my fellow Non-Executive
Directors Simon Herrick, Karen Ingham and Chris Muir who
joined the Committee after his appointment to the Board on 30
September 2024.
Duties of the Nomination Committee
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 46 and 47 for the Directors’ 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 four times in FY24.
During the year, I advised the board that having served more than
nine great years as Chair of Ramsdens, I intended to retire from the
board. The Committee debated the merits of seeking an external
candidate for the position of Chair versus an internal appointment.
It was agreed that given Simon’s extensive PLC experience and
knowledge of Ramsdens that he would become Chair of the
Ramsdens Group and a search would commence for a new Chair
of the Audit & Risk Committee. It was agreed that to facilitate the
recruitment process and successful induction programme, I would
not seek re-election at the next AGM in March 2025.
A search was conducted and a shortlist of several candidates
compiled. Following a rigorous interview process, Chris Muir was
recommended by the Committee to the Board and subsequently
appointed to the Board on 30 September 2024.
Chris is now close to completing his induction programme with
Ramsdens. In addition at the same meeting, the annual Board
effectiveness review was undertaken and it was agreed that the
Board had independence and had effectively challenged the
Executive Directors performance and development during the year.
We are cognisant of the importance of independent non-executive
directors and to have a robust succession plan in place. 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.
During the year the Committee recommended to the Board the
appointments of Lindsey Carter as Company Secretary and Mark
Smith as Finance Director of the trading subsidiary.
The terms of reference were reviewed and are available on
www.ramsdensplc.com
Andrew Meehan
Chair of the Nominations Committee
NOMINATION COMMITTEE
REPORT
RAMSDENS ANNUAL REPORT 2024
56
CORPORATE GOVERNANCE
As Chair of the Remuneration Committee, I am pleased to present the Committee’s
report for the year ended 30 September 2024 which sets out the remuneration policy
and the remuneration paid to the Directors for the year.
Composition and Role
The Committee at the year-end consisted of myself as Chair and
my two fellow Non-Executive Directors, Karen Ingham and Andrew
Meehan. The Committee has met four times in the year and
the detailed attendance list is on page 51. Chris Muir joined the
Committee on 1 October 2024.
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.
During the year, the Committee took the decision to employ
external independent experts to review the remuneration policy
for the Group and to review base pay and benefits, bonus schemes
and long-term incentive schemes for the Executive Directors and
remuneration, fees and expenses for the Non-Executive Directors,
following a period of restraint in remuneration growth driven by the
impact of Covid on performance and shareholder value.
Three companies were invited to quote for the work and after
interview and due diligence, Ellason LLP were selected to undertake
the review. Ellason’s report confirmed they had undertaken
comprehensive research and benchmarked Ramsdens against 23
financial services companies and 15 retail companies.
The report concluded that the principles of all director
remuneration were in line with market practices, however there
had been some distortion in the quantum of base pay and fees.
The Committee was cognisant that while pay had been typically
lower in the North East for a variety of roles, should the Group need
to recruit for C level suite executives, it would need to undertake a
national search and reflect national remuneration levels to attract
the calibre of candidates required.
Therefore, while Peter and Martin were based in the North
East when recruited, given their skill levels and demonstrable
performance while in their respective roles, their base remuneration
should be reviewed relative to a national scale.
Having established that principle, the Committee considered
the size and success of Ramsdens relative to the cohort against
which it had been benchmarked. The Committee agreed that
it would apply the midpoint between the 25th percentile of the
financial services sector cohort, which had higher salaries and the
25th percentile of the retail sector which had lower salaries. This
midpoint was deemed the appropriate benchmark to use given the
nature of Ramsdens’ business spanning both financial services and
retail. The benchmarking took into account, revenue, number of
employees, profit and market capitalisation.
Consequently, the remuneration committee increased Peter’s
basic remuneration to £317,500 and Martin’s basic remuneration to
£245,000, both effective from 1 April 2024. In addition, and in line
with all employees of the Company, 3% of their base remuneration
would be paid into a pension scheme. Neither Peter or Martin
have company cars, nor receive any company car allowance.
While this benefit was common amongst the comparison group,
it was agreed that no company cars would be provided and no
compensation offered. The Executive Directors already benefitted
from private medical health insurance, which would continue.
The Senior Bonus Scheme was reviewed by Ellason and it
was considered a robust scheme with suitable challenge on
performance and strategic objectives. Their conclusion was that
the basic remuneration had been too low to fully reward Peter and
Martin for past performance. Retaining the scheme principles of up
100% of basic salary, but with now a higher basic salary would fairly
compensate the Executive Directors were they to deliver against
the performance targets.
The Long-Term Incentive plan was also reviewed by Ellason.
The plans are weighted 50% based on the Group’s financial
performance and delivering growth in earnings per share (EPS) and
50% based on delivering improved total shareholder returns (TSR).
While the Committee considered the share price performance
of the Group had not reflected the considerable improvement
in the Group’s financial performance and earnings per share, the
Committee, the Executive Directors and Ellason’s report agreed
that a fair long term incentive plan should remain equally weighted
between EPS and TSR.
Ellason also reviewed the Non-Executive remuneration, undertaking
the same research against the same benchmarked cohort. The
review encompassed base salary or fees, payment of expenses
and additional compensation for chairing any of the Group’s
committees. The Executive Directors and the Committee
Chair reviewed the report findings and agreed to implement
the recommendations, again at the 25th percentile of the
benchmarked cohort and from 1 April 2024.
The Chair of the Group would receive a salary of £80,000 and a
Non-Executive Director’s salary would be set at £48,000. Chairing
a committee would provide an additional £6,000 in salary, but the
Board Chair would not be eligible for this additional payment for
Chairing additional Committees in line with market practice.
REMUNERATION COMMITTEE
REPORT
RAMSDENS ANNUAL REPORT 2024
57
All remuneration was salary based and therefore subject to NI and
PAYE and expenses would continue not to be paid for attendance
at board meetings.
On joining Ramsdens, Chris Muir’s salary was set at £42,000 to reflect
his need to undertake a full induction programme.
The Committee agreed the next salary review would be in April
2025.
The Remuneration Policy was considered appropriate following the
independent review by Ellason and is detailed below.
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.
• Promote the long-term success of the Group in line with our
strategy;
• Provide appropriate alignment between the interests of
shareholders and executives including minimum shareholdings;
and
• To ensure that all employees are rewarded fairly for their
contribution to the ongoing success of the Group. In FY25, we
will continue to ensure our entry level pay is at least the Real
Living Wage.
Executive Directors’ Service Contracts
The Executive Directors have service contracts, which are not of
fixed duration and can be terminated by either party giving 12
months written notice.
Non-Executive Directors
The Non-Executive Directors signed letters of appointment, which
may be terminated on giving three months’ written notice. The
Non-Executive Directors’ remuneration is determined by the Board.
Directors’ Remuneration
The following table summarises the total gross remuneration of the
Directors who served during the year to 30 September 2024.
£’000
Salary
Pension
PHI
Fixed Pay
Bonus
LTIP*
Variable Pay
Total FY24
Total FY23
Executive
Peter Kenyon
£279
£10
£2
£291
£191
£132
£323
£614
£513
Martin Clyburn
£204
£10
£1
£215
£147
£92
£239
£454
£357
Non-Executive
Andrew Meehan
£75
-
-
£75
-
-
-
£75
£69
Simon Herrick
£55
-
-
£55
-
-
-
£55
£51
Karen Ingham
£44
-
-
£44
-
-
-
£44
£37
Chris Muir
-
-
-
-
-
-
-
-
-
Stephen Smith
-
-
-
-
-
-
-
-
£14
Aggregate
remuneration
£657
£20
£3
£680
£338
£224
£562
£1,242
£1,041
REMUNERATION COMMITTEE REPORT CONTINUED
*The LTIP represents the accounting charge recognised in the financial statements
RAMSDENS ANNUAL REPORT 2024
58
CORPORATE GOVERNANCE
The Group’s profit before tax grew by £1.3m (12%) 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 base salaries as at
30 September 2024.
A new senior bonus scheme has been set for FY25 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 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 was 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 was less than 50% over the period.
Fifty percent of the award was 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.
The award was 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 was met and the TSR
condition was partially met. This resulted in 75% of the maximum
award vesting.
A total of 341,250 options vested and during the year 180,000 were
exercised and sold. Peter and Martin have retained their respective
options over 90,000 and 60,000 shares.
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 from 25% will apply between 31% (25% of the maximum
award) and 60% growth (100% of the award). 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 from 25% 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. One beneficiary of
the scheme has retired and foregone 12,500 share options.
The EPS component of the award will vest and subject to the share
price, the TSR condition will be partially met. We estimate that the
total vesting will be 85% of the maximum award.
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.
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 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 from 25% 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 from 25% will apply between 26.4p and 28.8p.
The award is a number of shares, which can be bought at their
nominal value.
RAMSDENS ANNUAL REPORT 2024
59
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.
The CSOP scheme includes 150,000 shares options, at an option
price of £2.30. This was issued to 20 participants. Peter and Martin
are not included in the CSOP scheme.
A total of 508,000 share options are included in the long-term
incentive schemes for the period FY22 to FY25. One beneficiary of
the scheme has retired and foregone 14,500 share options.
LTIP 7 FY23– FY26
A further scheme was introduced following the publication of the
FY23 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
25 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 FY23 results to 30 September 2026 with no award
being made if the return rate is less than 32% over the period.
A sliding scale from 25% will apply with 100% of the award vesting
if 46% growth is achieved over the period. The base share price is
£2.05.
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 28.6p for FY26 with the maximum award vesting at 33.0p.
A sliding scale from 25% will apply between 28.6p and 33.0p.
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
180,000 LTIP share options were allocated to 13 Group employees.
The CSOP scheme includes 150,000 shares options, at an option
price of £2.05. This was issued to 20 participants. Peter and Martin
are not included in the CSOP scheme.
A total of 500,000 share options are included in the long-term
incentive schemes for the period FY23 to FY26. One beneficiary of
the scheme has retired and foregone 14,500 share options.
LTIP 8 FY24– FY27
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 Remuneration Committee retain discretion over the amount
and terms of any long term incentive scheme.
LTIP 4
LTIP 5
LTIP 6
LTIP 7
Testing Date
Vested
March 2025
March 2026
March 2027
Exercise by date
February 2031
March 2032
April 2033
April 2034
Name of Director
Peter Kenyon (LTIP)
90,000
100,000
100,000
100,000
Martin Clyburn (LTIP)
60,000
70,000
70,000
70,000
Other beneficiaries (LTIP)
11,250
(2 beneficiaries)
161,000
(11 beneficiaries)
181,000
(11 beneficiaries)
173,000
(12 beneficiaries)
Other beneficiaries (CSOP)
104,500
(19 beneficiaries)
142,500
(19 beneficiaries)
142,500
(19 beneficiaries)
REMUNERATION COMMITTEE REPORT CONTINUED
A summary of the scheme share option awards is below;
RAMSDENS ANNUAL REPORT 2024
60
CORPORATE GOVERNANCE
The Directors hold the following notifiable beneficial interests in the ordinary share capital of the Company
Type of
share
As at 30 September
2023
Acquired in the
financial period
Sold in the financial
period
As at 30 September
2024
Executive
Peter Kenyon*
1p ordinary
1,152,507
-
-
1,152,507
Martin Clyburn*
1p ordinary
209,375
-
-
209,375
Non Executive
Andy Meehan*
1p ordinary
317,320
-
-
317,320
Simon Herrick
1p ordinary
19,950
4,865
-
24,815
Karen Ingham*
1p ordinary
-
7,500
-
7,500
*held in personal name, in spouse’s name or pension scheme.
Andy Meehan sold 125,000 shares in October 2024 for retirement planning reasons.
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 2024
61
Name of holder
Number of
shares held
% of voting rights in the
issued share capital
Downing LLP
3,382,986
10.61
Hargreaves Lansdown Asset
3,102,446
9.73
Close Asset Management
3,096,080
9.71
Interactive Investor
3,043,427
9.54
Rowan Dartington
1,450,768
4.55
A J Bell Stockbrokers
1,155,287
3.62
Peter Kenyon (CEO)
1,152,507
3.61
I G Markets Stockbrokers (EO)
1,106,144
3.47
Stephen Burton
1,080,038
3.39
Stichting Value Partners
1,071,000
3.36
UBS Wealth Management
1,025,389
3.21
The Directors have pleasure in presenting their report and the financial
statements of the Group for the year ended 30 September 2024.
DIRECTORS’ REPORT FOR THE
YEAR ENDED 30 SEPTEMBER 2024
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.
Included within the Strategic Report on
pages 4 to 43 are the ESG strategy, which
contains the Group’s SECR (page 38), and
the Principal Risks and Uncertainties, where
the principal risks and mitigation
are documented.
RESULTS AND DIVIDENDS
The results for the year are set out in the
Consolidated Statement of Comprehensive
Income on page 76.
The directors have proposed a final
dividend of 7.6p following an interim
dividend of 3.6p paid on 7 October 2024.
LIKELY FUTURE DEVELOPMENT
Our priorities for the following financial year
are disclosed in the Strategic Report on
pages 4 to 43.
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 2024 were as shown in the
table below.
DIRECTORS AND THEIR INTEREST
The Directors who served throughout the
year, except where otherwise stated, and up
to the date of signing of the Annual Report
and Accounts are as follows;
Executive
Peter Kenyon
Martin Clyburn
Non-Executive
Andrew Meehan
Simon Herrick
Karen Ingham
Christopher Muir appointed on 30
September 2024
Directors’ beneficial interests and
their remuneration are detailed in the
Remuneration Report on pages 57-61.
Image credit: Andrew Heptinstall Photography
RAMSDENS ANNUAL REPORT 2024
62
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 2026 considering
various scenarios.
At 30 September 2024 the Group has
significant cash balances of £15.8m, readily
realisable stock of gold jewellery and
access to the £6.5m unutilised element
of a £15m revolving credit facility with
an expiry date of March 2029. In the year
ended 30 September 2024 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 2026.
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 40 to 43 of the Strategic
Report. Note 14 also provides financial risk
management information.
POST BALANCE SHEET EVENTS
There have been no material post balance
sheet events.
ANNUAL GENERAL MEETING
The next AGM will be held on 3 March 2025.
POLITICAL DONATIONS
No political contributions were made
during the year (FY23: £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 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.
AUDITOR
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
13 January 2025
CORPORATE GOVERNANCE
RAMSDENS ANNUAL REPORT 2024
63
The Directors are responsible for preparing the
Annual Report and the Group and Parent Company
financial statements in accordance with applicable
law and regulations.
DIRECTORS’ RESPONSIBILITIES
STATEMENT
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have to prepare the Group financial statements in accordance
with UK-adopted International Accounting Standards and they have elected to prepare
the Parent Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law,
including FRS 101 ‘Reduced Disclosure Framework’). 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 and profit or loss of the Company and Group for that period. In
preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
for the Group financial statements, state whether applicable UK-adopted International
Accounting Standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
•
for the Parent Company financial statements, state whether applicable UK Generally
Accepted Accounting Practice has been followed, subjected to any material departures
disclosed and explained in the financial statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Company and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The Directors confirm that:
•
so far as each Director is aware, there is no relevant audit information of which the
Company’s auditor is unaware; and
•
the Directors have taken all the steps that they ought to have taken as Directors in
order to make themselves aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information. The Directors are responsible
for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
RAMSDENS ANNUAL REPORT 2024
64
RAMSDENS ANNUAL REPORT 2022
CORPORATE GOVERNANCE
To the best of our knowledge:
•
the Group financial statements, prepared in accordance with UK-adopted International
Accounting Standards, give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings included in the consolidation
taken as a whole; and
•
the Strategic Report and Directors’ report include a fair review of the development
and performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
RAMSDENS ANNUAL REPORT 2024
65
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
66
RAMSDENS ANNUAL REPORT 2022
Independent Auditor’s Report
68
Consolidated Statement of Comprehensive Income
76
Consolidated Statement of Financial Position
77
Consolidated Statement of Changes in Equity
78
Consolidated Statement of Cash Flows
79
Notes to the Consolidated Financial Statements
80
Parent Company Statement of Financial Position
107
Parent Company Statement of Changes in Equity
108
Notes to the Parent Company Financial Statements
109
Company Advisors
114
FINANCIAL
STATEMENTS
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
67
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RAMSDENS
HOLDINGS PLC
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 their going concern
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 2026, including relevant
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of Ramsdens Holdings
PLC (the ‘parent company’) and its subsidiary (the ‘Group’) for the
year ended 30 September 2024, which comprise the Condolidated
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 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 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 2024 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
Conclusions relating to going concern
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.
RAMSDENS ANNUAL REPORT 2024
68
Materiality
Scoping
Key audit
matters
sensitivities, assessing how these cash flow forecasts were
compiled, and assessing the appropriateness of the underlying
assumptions with reference to industry growth metrics and
past performance;
•
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
reduction in revenue that would result from there being
no new revenue transactions recorded in branches, alongside
a liquidation of certain 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 and our other 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 increased interest rates and the cost of living
crisis. 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.
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.
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.
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: £850,000, which represented 7.5% of the Group’s expected full year
profit before tax at the planning stage of the audit.
Parent company: £361,000, which represented 3% of the parent company’s
expected year-end net assets at the planning stage of the audit.
One key audit matter relating to the Group was identified within the year:
•
Pawnbroking revenue may be misstated due to fraud and error
(same as previous year).
No key audit matters were identified in the parent company audit.
Our auditors report for the year ended 30 September 2023 included no key audit
matters that have not been reported as key audit matters in our current year’s
report.
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 components that were subject to full-scope audit procedures made up 100
per cent of the Group’s consolidated revenue and 99 per cent of the Group’s
profit before tax. There are no changes to the scope of the Group audit in the
current period.
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
69
Management Override
of Controls
Pawnbroking revenue
High
High
Potential financial statement impact
Extent of management judgement
Low
Low
key audit matter - Group
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 recognised loan interest revenue in
accordance with IFRS 9.
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 2024, pawnbroking revenue of
£13.4m (30 September 2023: £11.9m) was recognised in the financial
statements.
How our scope addressed the matter - Group
Pawnbroking revenue may be misstated due to
fraud and error
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;
•
Visiting multiple branches at the year end date to observe and inspect
pawnbroking loan collaterial (pledges);;
•
Evaluating the reasonableness of the expected credit loss calculation
by confirming mathematical accuracy of managements calculations
and challenging 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
the pledges which have expired; and
•
Assessing the disclosures in the financial statementsfor appropriateness
in accordance with IFRS 7 Financial Instruments: Disclosures and IFRS 9.
•
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.
Pawnbroking accrued interest
Disclosures
Description
Audit response
Our results
KAM
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.
Key audit matters
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit.
Key audit matter
Significant risk
Relevant disclosures in the Annual Report and Accounts
for the year ended 30 September 2024
Our results
We did not identify any key audit matters relating to the audit of the financial statements of the parent company.
RAMSDENS ANNUAL REPORT 2024
70
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
£850,000, which represented 7.5% of the Group’s
expected full year profit before tax at the planning
stage of the audit.
£361,000, which represented 3% of the parent
company’s expected year-end net assets at the
planning stage of the audit.
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.
Materiality for the current year is higher than the
level that we determined for the year ended 30
September 2023 due to an increase in the reported
profit before tax. The same 7.5% percentage has
been applied.
In determining materiality, we made the following
significant judgements
•
The parent company’s net 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.
Materiality for the current year is higher than the
level that we determined for the year ended 30
September 2023 to reflect an increase in net
assets and the change in benchmark used. The
threshold has changed from total assets to net
assets during the period as we concluded it was
the more relevant measure to the users of the
financial statements.
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
£637,500, which is 75% of financial statement
materiality.
£270,750, which is 75% of financial statement
materiality.
Significant judgements made by
auditor in determining performance
materiality
In determining performance materiality, we made
the following significant judgements in the following
areas:
•
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
•
Whether significant issues were noted in the
prior year that have not been addressed or are
expected to reoccur.
In determining performance materiality, we
made the following significant judgements in the
following areas:
•
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
•
Whether significant issues were noted in the
prior year that have not been addressed or are
expected to reoccur.
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
71
The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for communication to the
audit and risk committee.
Overall materiality - Parent
Overall materiality - Group
FSM: Financial statement materiality, PM: Performance materiality, TfC: Threshold for communication to the audit committee.
Specific materiality
We determined a lower level of specific materiality
for the following areas:
•
Directors’ remuneration; and
•
Identified related party transactions outside
of the normal course of business
We determined a lower level of specific materiality
for the following areas:
•
Directors’ remuneration; and
•
Identified related party transactions outside
of the normal course of business
Communication of
misstatements to the audit
committee
We determine a threshold for reporting unadjusted differences to the audit and risk committee
Threshold for communication
£42,500 (£40,000 in September 2023) which
represents 5% of financial statement materiality,
and misstatements below that threshold that, in our
view, warrant reporting on qualitative grounds.
£18,100 (£9,700 in September 2023) which
represents 5% of financial statement materiality,
and misstatements below that threshold that, in our
view, warrant reporting on qualitative grounds.
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.
Group Profit before tax
expected at the planning
stage of the audit (£11.3m)
FSM £850,000, 7.5%
Parent Net assets expected
at the planning stage of the
audit (£14.1m)
FSM £361,000, 3%
FSM
£850,000
PM
£637,500
TfC
£42,500
FSM
£361,000
PM
£270,750
TfC
£18,100
RAMSDENS ANNUAL REPORT 2024
72
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 Group 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,’ through planning discussions held between the
engagement team and the Group’s management team; and
•
The Group engagement team performed walkthroughs on
key areas of focus to identify the key controls and assess their
design and implementation
Identifying significant components
•
The Group engagement team 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 (specific-scope audit), 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
consolidated revenue and 100% of the Group’s profit before
tax.
Performance of our audit
•
The Group engagement 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.
•
The Group engagement team performed testing on the
operating effectiveness of controls relating to the recongition
of revenue, including IT controls.
Communications with component auditors
•
We did not engage with any component auditors and the
Group engagement team performed all audit procedures.
Changes in approach from previous period
•
There have been no changes in audit approach or scope when
compared to the previous period.
Other information
The other information comprises the information included in the
Annual Report and Accounts, 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. 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.
FINANCIAL STATEMENTS
Audit
approach
No. of
components
% coverage
of Group
revenue
% coverage
of Group
profit
before tax
Full-scope audit
1 (2023: 1)
100% (2023:
100%)
99% (2023:
100%)
Specific-scope
audit
1 (2023: 1)
0% (2023: 0%)
1% (2023: 0%)
Total
2 (2023: 2)
100%
100%
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.
RAMSDENS ANNUAL REPORT 2024
73
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 are not in agreement
with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law
are not made; or
•
we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement
set out on page 64, 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, 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;
• checking the completeness of journal entries and
identifying and testing journal entries, in particular 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
RAMSDENS ANNUAL REPORT 2024
74
FINANCIAL STATEMENTS
• 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:
• 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.
•
We communicated relevant laws and regulations and potential
fraud risks to all engagement team members, including
internal specialists, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout
the audit;
•
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
13 January 2025
RAMSDENS ANNUAL REPORT 2024
75
Notes
2024
£’000
2023
£’000
Revenue
95,608
83,805
Expected credit loss charges
5
(1,751)
(1,834)
Other cost of sales
(42,324)
(36,212)
Total cost of sales
5
(44,075)
(38,046)
Gross profit
51,533
45,759
Other income
5
-
300
Administrative expenses
(39,068)
(35,126)
Operating profit
12,465
10,933
Finance costs
6
(1,103)
(828)
Profit before tax
11,362
10,105
Income tax expense
10
(3,065)
(2,349)
Profit for the year
8,297
7,756
Other comprehensive income
-
-
Total comprehensive income
8,297
7,756
Basic earnings per share in pence
8
26.1
24.5
Diluted earnings per share in pence
8
25.7
24.0
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2024
RAMSDENS ANNUAL REPORT 2024
76
Consolidated Statement of Financial Position
As at 30 September 2024
Assets
Notes
2024
£’000
2023
£’000
Non-current assets
Property, plant and equipment
11
8,853
7,949
Right-of-use assets
11
10,066
9,615
Intangible assets
12
903
673
Investments
13
-
-
19,822
18,237
Current assets
Inventories
15
29,649
27,662
Trade and other receivables
16
16,432
15,355
Cash and cash equivalents
17
15,782
13,022
61,863
56,039
Total assets
81,685
74,276
Current liabilities
Trade and other payables
18
7,225
6,305
Interest bearing loans and borrowings
18
8,387
7,983
Lease liabilities
18
2,350
2,462
Income tax payable
18
1,731
1,225
19,693
17,975
Net current assets
42,170
38,064
Non-current liabilities
Lease liabilities
19
7,328
7,661
Contract liabilities
19
-
50
Deferred tax liabilities
19
158
96
Provisions
21
900
327
8,386
8,134
Total liabilities
28,079
26,109
Net assets
53,606
48,167
Equity
Issued capital
22
319
317
Share premium
4,892
4,892
Retained earnings
48,395
42,958
Total equity
53,606
48,167
The financial statements of Ramsdens Holdings PLC, registered number 08811656, were approved by the directors and authorised for issue
on 13 January 2025 and signed on their behalf by:
M A Clyburn
Chief Financial Officer
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
77
Consolidated Statement of Changes in Equity
For the year ended 30 September 2024
Notes
Issued
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Total
£’000
As at 1 October 2022
316
4,892
36,635
41,843
Profit for the year
-
-
7,756
7,756
Total comprehensive income
-
-
7,756
7,756
Transactions with owners:
Dividends paid
23
-
-
(1,994)
(1,994)
Issue of share capital
22
1
-
-
1
Share based payments
26
-
-
462
462
Deferred tax on share-based payments
-
-
99
99
Total transactions with owners
1
-
(1,433)
(1,432)
As at 30 September 2023
317
4,892
42,958
48,167
As at 1 October 2023
317
4,892
42,958
48,167
Profit for the year
-
-
8,297
8,297
Total comprehensive income
-
-
8,297
8,297
Transactions with owners:
Dividends paid
23
-
-
(3,298)
(3,298)
Issue of share capital
22
2
-
-
2
Share based payments
26
-
-
504
504
Deferred tax on share-based payments
-
-
(66)
(66)
Total transactions with owners
2
-
(2,860)
(2,858)
As at 30 September 2024
319
4,892
48,395
53,606
RAMSDENS ANNUAL REPORT 2024
78
Consolidated Statement of Cash Flows
For the year ended 30 September 2024
Notes
2024
£'000
2023
£'000
Operating activities
Profit before tax
11,362
10,105
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and impairment of property, plant and equipment
11
1,644
1,383
Depreciation and impairment of right-of-use assets
11
2,270
2,214
Profit on disposal of right-of-use assets
7
(48)
(72)
Amortisation and impairment of intangible assets
12
141
137
Loss on disposal of property, plant and equipment
7
49
62
Share based payments
26
504
462
Finance costs
6
1,103
828
Working capital adjustments:
Movement in trade and other receivables and prepayments
(889)
(1,996)
Movement in inventories
(1,925)
(4,692)
Movement in trade and other payables
870
(2,638)
Movement in provisions
563
327
15,644
6,120
Interest paid
(1,199)
(828)
Income tax paid
(2,565)
(2,010)
Net cash flows from operating activities
11,880
3,282
Investing activities
Proceeds from sale of property, plant and equipment
-
15
Purchase of property, plant and equipment
11
(2,576)
(2,721)
Payment for acquisition
27
(631)
(298)
Net cash flows used in investing activities
(3,207)
(3,004)
Financing activities
Issue of share capital
22
2
1
Dividends paid
23
(3,298)
(1,994)
Payment of principal portion of lease liabilities
20
(3,117)
(2,041)
Increase in bank borrowings
20
500
1,500
Net cash flows used in financing activities
(5,913)
(2,534)
Net increase / (decrease) in cash and cash equivalents
2,760
(2,256)
Cash and cash equivalents at 1 October
13,022
15,278
Cash and cash equivalents at 30 September
17
15,782
13,022
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
79
Notes to the consolidated financial statements
1. CORPORATE INFORMATION
Ramsdens Holdings PLC (the “Company”) is a public limited company incorporated and domiciled in England and Wales. The registered
office of the Company is Unit 16, Parkway Shopping Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is
08811656. A list of the Company’s subsidiaries is presented in note 13.
The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking, jewellery
sales, and the sale of precious metals purchased from the general public.
2. CHANGES IN ACCOUNTING POLICIES AND PRESENTATION
There are no changes to accounting policies in the current year. There are no known future changes in accounting standards which are
expected to materially impact the Group.
There is a change in presentation within the Consolidated Statement of Comprehensive Income with regards to the disclosure of expected
credit loss charges. These charges have been disclosed separately within cost of sales.
Given cost of sales represent the material costs per segment these have been disclosed within the segmental analysis in note 5 following
the July 2024 IFRIC agenda decision.
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 2026 considering various scenarios
and sensitivities given the ongoing uncertainty around the future economic environment.
At 30 September 2024 the Group has significant cash balances of £15.8m, readily realisable stock of gold jewellery and access to the £6.5m
unutilised element of a £15m revolving credit facility with an expiry date of March 2029. In the year ended 30 September 2024 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 2026.
3.4 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred in the acquisition is measured at
fair value, as are the identifiable assets acquired and liabilities incurred. Acquisition related costs are expensed as incurred and included in
administrative expenses.
RAMSDENS ANNUAL REPORT 2024
80
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.
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
81
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 and the jewellery retail website,
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.
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Notes to the consolidated financial statements
RAMSDENS ANNUAL REPORT 2024
82
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 cash equivalents 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, which is usually on receipt.
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.
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
83
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.
Given interest bearing loans and borrowings are short-term with a typical maturity period of three months or less, individual drawdowns and
repayments are presented on a net basis through the Consolidated Statement of Cash Flows.
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
Notes to the consolidated financial statements
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
RAMSDENS ANNUAL REPORT 2024
84
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 of 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
any, and adjusted for certain remeasurements of the lease liability.
Notes to the consolidated financial statements
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
85
The lease liability is 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 an initial 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
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 Carlo
model depending on the vesting conditions attached to the share option. For market based vesting conditions the expense recognised
Notes to the consolidated financial statements
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
RAMSDENS ANNUAL REPORT 2024
86
over the vesting period reflects the extent to which the vesting period has expired. For non-market based vesting conditions the expense
recognised over the vesting period reflects the extent to which the vesting period has expired and the Group’s best estimate of the number
of share options that will ultimately vest. The expense is recognised in the entity in which the beneficiary is remunerated. Further details are
provided in note 26.
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.
As a pawnbroking loan has a single repayment, an increase in credit risk occurs at the point the loan becomes overdue. Once 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 and note 14.
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. Customers either pay in full at the time of the transaction
and receive the goods, purchase goods online using a third party finance provider and receive the goods by delivery once the finance has
been authorised 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 watches 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 of agency commissions.
3.17 Administrative expenses
Administrative expenses include branch staff and establishment costs.
Notes to the consolidated financial statements
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
87
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:
• Non-redemption rate - This is based upon current and historical data held.
• Realisation value - This is based upon either:
o The estimated proceeds from the sale of the metal content via disposal through a bullion dealer.
o The expected resale value of the pledged goods that can be retailed.
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 select 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:
1.
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.
2.
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.
Reinstatement provision
The Group recognises a provision for reinstatement of leasehold property as disclosed in note 21. This provision reflects management’s best
RAMSDENS ANNUAL REPORT 2024
88
estimate of the costs required to restore leased properties to their original condition at the end of expected occupation, as required by the
lease agreements, discounted to the present value.
The reinstatement provision is calculated using the following key estimates:
1.
Scope and cost of reinstatement work required.
2.
The expected occupation and therefore time until the reinstatement works are required.
3.
The time value of money used to discount the future expected cost of reinstatement work.
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 terms
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:
2024
£’000
2023
£’000
Revenue
United Kingdom
95,394
83,805
Other
214
-
95,608
83,805
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.
2024
£’000
2023
£’000
Revenue
Contracts with customers
82,200
71,928
Pawnbroking interest income
13,408
11,877
95,608
83,805
Pawnbroking interest income is recognised over time as each loan progresses whereas all other revenue is recognised at a point in time.
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
89
5. SEGMENTAL ANALYSIS CONTINUED
Notes to the consolidated financial statements
2024
£’000
2023
£’000
Revenue
Pawnbroking
13,408
11,877
Purchases of precious metals
31,151
23,522
Retail jewellery sales
35,607
33,474
Foreign currency
14,879
14,083
Income from other financial services
563
849
Total revenue
95,608
83,805
Cost of sales
Pawnbroking
(1,751)
(1,834)
Purchases of precious metals
(19,329)
(14,361)
Retail jewellery sales
(22,314)
(21,416)
Foreign currency
(681)
(435)
Income from other financial services
-
-
Total cost of sales
(44,075)
(38,046)
Gross profit
Pawnbroking
11,657
10,043
Purchases of precious metals
11,822
9,161
Retail jewellery sales
13,293
12,058
Foreign currency
14,198
13,648
Income from other financial services
563
849
Total gross profit
51,533
45,759
Other income
-
300
Administrative expenses (*)
(39,068)
(35,126)
Finance costs (*)
(1,103)
(828)
Profit before tax
11,362
10,105
Revenue from the purchases of precious metals is currently from one bullion dealer. There is no reliance on key customers in
other revenue streams.
Income from other financial services comprises of agency commissions.
(*) 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.
RAMSDENS ANNUAL REPORT 2024
90
Notes to the consolidated financial statements
2024
£’000
2023
£’000
Interest on debts and borrowings
566
368
Lease charges (note 20)
537
460
Total finance costs
1,103
828
6. FINANCE COSTS
2024
£’000
2023
£’000
Other information
Tangible & intangible capital additions (*)
2,967
2,759
Depreciation and amortisation (*)
4,055
3,734
Assets
Pawnbroking
15,220
14,262
Purchases of precious metals
5,708
3,373
Retail jewellery sales
24,296
24,647
Foreign currency
8,262
6,061
Income from other financial services
40
44
Unallocated (*)
28,159
25,889
81,685
74,276
Liabilities
Pawnbroking
494
596
Purchases of precious metals
2
5
Retail jewellery sales
1,771
1,744
Foreign currency
729
453
Income from other financial services
369
339
Unallocated (*)
24,714
22,972
28,079
26,109
(*) 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.
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
91
7. PROFIT BEFORE TAXATION HAS BEEN ARRIVED AT AFTER CHARGING/(CREDITING)
2024
£’000
2023
£’000
Items reported within cost of sales -
Cost of inventories recognised as an expense
41,643
35,777
Pawnbroking expected credit losses
1,751
1,834
Items reported within administrative expenses -
Depreciation of property, plant and equipment (note 11)
1,644
1,383
Depreciation of right-of-use assets (note 11)
2,270
2,209
Profit on disposal of right-of-use assets (note 11)
(48)
(72)
Amortisation of intangible assets (note 12)
141
137
Loss on disposal of property, plant and equipment (note 11)
49
62
Staff costs (note 9)
22,739
20,107
Foreign currency exchange losses
201
318
Auditor’s remuneration – audit fees
195
175
Auditor’s remuneration – non-audit fees
7
6
Short term lease payments
546
418
Share based payments (note 26)
504
462
Notes to the consolidated financial statements
8. EARNINGS PER SHARE
2024
£’000
2023
£’000
Profit for the year
8,297
7,756
Weighted average number of shares in issue
31,805,807
31,679,095
Basic earnings per share (pence)
26.1
24.5
Weighted average number of dilutive shares
509,450
622,907
Effect of dilutive shares on earnings per share (pence)*
(0.4)
(0.5)
Fully diluted earnings per share (pence)
25.7
24.0
*All dilution relates to share options
RAMSDENS ANNUAL REPORT 2024
92
9. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
DIRECTORS’ EMOLUMENTS (£’000)
2024
2023
Salary/
bonus/PHI
Pension
LTIP*
Total
Salary/
bonus/PHI
Pension
LTIP*
Total
Executive
Peter Kenyon
472
10
-
482
385
10
37
432
Martin Clyburn
352
10
-
362
266
10
18
294
Non Executive
Andrew Meehan
75
-
-
75
69
-
-
69
Simon Herrick
55
-
-
55
51
-
-
51
Karen Ingham
44
-
-
44
37
-
-
37
Steve Smith
-
-
-
-
14
-
-
14
Total
998
20
-
1,018
822
20
55
897
2024
£’000
2023
£’000
Included in administrative expenses:
Wages and salaries
20,034
17,640
Social security costs
1,710
1,571
Share option scheme
504
462
Pension costs
491
434
Total employee benefits expense
22,739
20,107
2024
No.
2023
No.
Head office and management
148
131
Branch counter staff
679
653
827
784
*represents gains made by Directors on the exercise of share options
The average number of staff employed by the Group during the financial period amounted to:
RAMSDENS ANNUAL REPORT 2024
93
10. INCOME TAX
The major components of income tax expense are:
Consolidated Statement of Comprehensive Income
2024
£’000
2023
£’000
Current income tax:
Current income tax charge
3,100
2,364
Adjustments in respect of current income tax of previous year
(31)
(60)
3,069
2,304
Deferred tax:
Relating to origination and reversal of temporary differences
(4)
45
Income tax expense reported in the Statement of Comprehensive Income
3,065
2,349
A reconciliation between tax expense and the product of accounting profit multiplied by the UK domestic tax rate is as follows:
2024
£'000
2023
£'000
Profit before income tax
11,362
10,105
UK corporation tax rate at 25% (2023: 22%)
2,841
2,223
Expenses not deductible for tax purposes
255
186
Prior period adjustment
(31)
(60)
Income tax reported in the Statement of Comprehensive Income
3,065
2,349
Deferred tax
Deferred tax relates to the following:
2024
£'000
2023
£'000
Deferred tax liabilities
Accelerated depreciation for tax purposes
432
403
Other short-term differences
(274)
(307)
Deferred tax liabilities
158
96
Reconciliation of deferred tax (asset) / liabilities net
2024
£'000
2023
£'000
Opening balance as of 1 October
96
149
Deferred tax recognised in the Statement of Comprehensive Income
(4)
46
Other deferred tax
66
(99)
Closing balance as at 30 September
158
96
Factors affecting tax charge
The standard rate of UK corporation tax for the year was 25% (2023: 22%). The UK corporation tax rate increased from 19% to 25%
on 1 April 2023.
Notes to the consolidated financial statements
RAMSDENS ANNUAL REPORT 2024
94
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
Freehold
property
£’000
Leasehold
improvements
£’000
Fixtures &
Fittings
£’000
Computer
equipment
£’000
Motor
vehicles
£’000
Total
£’000
Cost
At 1 October 2022
695
7,013
4,181
596
53
12,538
Additions
-
1,590
928
157
46
2,721
Acquisition
-
-
7
-
-
7
Disposals
-
(492)
(278)
(144)
(26)
(940)
At 1 October 2023
695
8,111
4,838
609
73
14,326
Additions
-
1,633
767
148
28
2,576
Acquisition (note 27)
-
-
20
-
-
20
Disposals
-
(135)
(369)
(209)
-
(713)
At 30 September 2024
695
9,609
5,256
548
101
16,209
Depreciation
At 1 October 2022
11
3,523
2,046
249
28
5,857
Depreciation charge for the year
14
726
525
108
10
1,383
Disposals
-
(440)
(265)
(138)
(20)
(863)
At 1 October 2023
25
3,809
2,306
219
18
6,377
Depreciation charge for the year
14
895
605
116
14
1,644
Disposals
-
(135)
(342)
(188)
-
(665)
At 30 September 2024
39
4,569
2,569
147
32
7,356
Net book value
At 30 September 2024
656
5,040
2,687
401
69
8,853
At 30 September 2023
670
4,302
2,532
390
55
7,949
Right-of-use assets
11. PROPERTY, PLANT AND EQUIPMENT
Depreciation
Leasehold
property
At 1 October 2022
4,753
Depreciation charge for the year
2,209
Disposals
(1,805)
At 1 October 2023
5,157
Depreciation charge for the year
2,270
Disposals
(1,713)
At 30 September 2024
5,714
Cost
Leasehold
property
At 1 October 2022
14,299
Additions
2,846
Disposals
(2,373)
At 1 October 2023
14,772
Additions
3,039
Disposals
(2,031)
At 30 September 2024
15,780
Net Book Value
Leasehold
property
At 30 September 2024
10,066
At 30 September 2023
9,615
RAMSDENS ANNUAL REPORT 2024
95
Notes to the consolidated financial statements
12. INTANGIBLE ASSETS
Customer relationships
£’000
Website
£’000
Goodwill
£’000
Total
£’000
Cost
At 1 October 2022
2,407
105
526
3,038
Acquisition
31
-
-
31
At 1 October 2023
2,438
105
526
3,069
Acquisition (note 27)
177
-
194
371
At 30 September 2024
2,615
105
720
3,440
Amortisation
At 1 October 2022
2,096
90
73
2,259
Amortisation charge for the year
132
5
-
137
At 1 October 2023
2,228
95
73
2,396
Amortisation charge for the year
136
5
-
141
At 30 September 2024
2,364
100
73
2,537
Net book value
At 30 September 2024
251
5
647
903
At 30 September 2023
210
10
453
673
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
Holding
Proportion of voting rights
and shares held
Activity
Subsidiary undertaking
Ramsdens Financial Limited
(Registered office: Unit 16 Parkway Centre,
Coulby Newham, TS8 0TJ)
Ordinary Shares
100%
Supply of foreign exchange services,
pawnbroking, purchase of precious metals,
jewellery retail and other financial services.
RAMSDENS ANNUAL REPORT 2024
96
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
At 30 September 2024
Financial assets at
amortised cost
£’000
Financial liabilities at
amortised cost
£’000
Book value
£’000
Fair value
£’000
Financial assets
Trade and other receivables
15,708
-
15,708
15,708
Cash and cash equivalents
15,782
-
15,782
15,782
Financial liabilities
Trade and other payables
-
(7,508)
(7,508)
(7,508)
Interest bearing loans and borrowings
-
(8,387)
(8,387)
(8,387)
Lease liabilities
-
(9,678)
(9,678)
(9,678)
Net financial assets/(liabilities)
31,490
(25,573)
5,917
5,917
At 30 September 2023
Financial assets at
amortised cost
£’000
Financial liabilities at
amortised cost
£’000
Book value
£’000
Fair value
£’000
Financial assets
Trade and other receivables
14,698
-
14,698
14,698
Cash and cash equivalents
13,022
-
13,022
13,022
Financial liabilities
Trade and other payables
-
(5,834)
(5,834)
(5,834)
Interest bearing loans and borrowings
-
(7,983)
(7,983)
(7,983)
Lease liabilities
-
(10,123)
(10,123)
(10,123)
Net financial assets/(liabilities)
27,720
(23,940)
3,780
3,780
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 cash equivalents, 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. As a pawnbroking loan has a single repayment, an increase in credit risk occurs at the point the loan becomes overdue. Once overdue
the loan is classified as in default and interest income is accrued net of expected credit losses. 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.
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
RAMSDENS ANNUAL REPORT 2024
97
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.
2024
2023
Category
Gross amount
£’000
Loss allowance
£’000
Net carrying amount
£’000
Gross amount
£’000
Loss allowance
£’000
Net carrying amount
£’000
Performing
11,822
(202)
11,620
11,299
(203)
11,096
Default
4,626
(1,026)
3,600
4,227
(1,061)
3,166
Total
16,448
(1,228)
15,220
15,526
(1,264)
14,262
The pawnbroking expected credit losses which have been provided on the period end pawnbroking assets are:
Pawnbroking loans
£’000
At 1 October 2022
1,022
Statement of Comprehensive Income charge
1,834
Utilised in the period
(1,592)
At 30 September 2023
1,264
Statement of Comprehensive Income charge
1,751
Utilised in the period
(1,787)
Balance at 30 September 2024
1,228
Notes to the consolidated financial statements
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES CONTINUED
RAMSDENS ANNUAL REPORT 2024
98
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
A 1% increase/(decrease) in the Group’s redemption ratio is a reasonably possible variance based on historical trends and would result in an
impact on Group pre-tax profit of £7k/(£7k). A one month increase/(decrease) in the Group’s time to sell assumption is a reasonably possible
variance based on historical trends and would result in an impact on Group pre-tax profit of (£130k)/£130k.
Cash and cash equivalents
The cash and cash equivalents balance 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. The bank balances are subject to very limited credit risk as they are held
with banking institutions with high credit ratings assigned by international credit rating agencies. The cash floats are subject to risks similar
to any retailer, namely theft or loss by employees or third parties. These risks are mitigated by the security systems, policies and procedures
that the Group operates at each store, the Group recruitment and training policies and the internal audit function.
Market risk
Pawnbroking trade receivables
The collateral which protects the Group from credit risk on non-redemption of pawnbroking loans is principally comprised of gold, jewellery
items and watches. The value of gold items held as security is directly linked to the price of gold. The Group is therefore exposed to adverse
movements in the price of gold on the value of the security that would be attributable for sale in the event of default by the borrower.
The Group considers this risk to be limited for a number of reasons. First of all, the Group applies conservative lending policies in
pawnbroking pledges reflected in the margin made on retail sales and scrap gold when contracts forfeit. The Group is also protected due
to the short-term value of the pawnbroking contract. In the event of a significant drop in the price of gold, the Group could mitigate this risk
by reducing its lending policy on pawnbroking pledges, by increasing the proportion of gold sold through retail sales or by entering gold
hedging instruments. Management monitors the gold price on a constant basis.
Considering areas outside of those financial assets defined under IFRS 9, the Group is subject to higher degrees of pricing risk. The price of
gold will affect the future profitability of the Group in three key ways:
i)
A lower gold price will adversely affect the scrap disposition margins on existing inventory, whether generated by pledge book
forfeits or direct purchasing. While scrap profits will be impacted immediately, retail margins may be less impacted in the short
term.
ii)
While the Group’s lending rates do not track gold price movements in the short term, any sustained fall in the price of gold is likely
to cause lending rates to fall in the longer term thus potentially reducing future profitability.
iii)
A lower gold price may reduce the attractiveness of the Group’s gold purchasing operations.
Conversely, a lower gold price may dampen competition as lower returns are available and hence this may assist in sustaining margins and
volumes.
Financial assets
The Group is not exposed to significant interest rate risk on the financial assets, other than cash and cash equivalents, as these are lent at
fixed rates, which reflect current market rates for similar types of secured or unsecured lending, and are held at amortised cost.
Cash and cash equivalents are exposed to interest rate risk as they are held at floating rates, although the risk is not significant as the interest
receivable is not significant.
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. The Company uses monthly forward contracts to hedge against adverse exchange rate movements in its two key
currencies, Euros and US dollars. There are no contracts in place at the year-end (2023: none). A 1% adverse movement in exchange rates
would result in a reduction to cash and cash equivalents of £82,000.
RAMSDENS ANNUAL REPORT 2024
99
Liquidity risk
Cash and cash equivalents
Bank balances are held on short term / no notice terms to minimise liquidity risk.
Trade and other payables
Trade and other payables are non-interest bearing and are normally settled on 30 day terms, see note 18.
Borrowings
The maturity analysis of the undiscounted cash flows from the Group’s borrowing arrangements that expose the Group to
liquidity risk are as follows:
As at 30 September 2024
<3 months
£’000
3-12 months
£’000
1-5 years
£’000
>5 years
£’000
Total
£’000
Lease liabilities
638
1,857
7,016
1,745
11,256
Trade payables
3,257
-
-
-
3,257
Interest bearing loans and borrowings
8,500
-
-
-
8,500
Total
12,395
1,857
7,016
1,745
23,013
As at 30 September 2023
<3 months
£’000
3-12 months
£’000
1-5 years
£’000
>5 years
£’000
Total
£’000
Lease liabilities
641
1,821
6,872
2,447
11,781
Trade payables
2,936
-
-
-
2,936
Interest bearing loans and borrowings
8,000
-
-
-
8,000
Total
11,577
1,821
6,872
2,447
22,717
The interest charged on bank borrowings is based on a fixed percentage above Bank of England base rate. There is therefore a cash flow risk
should there be any upward movement in base rates. Assuming the £15million revolving credit facility was fully utilised then a 1% increase in
the base rate would increase finance costs by £150,000 pre-tax and reduce post-tax profits by £112,500.
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES CONTINUED
Notes to the consolidated financial statements
15. INVENTORIES
2024
£'000
2023
£'000
New and second-hand inventory for resale
(at lower of cost or net realisable value)
29,649
27,662
2024
£'000
2023
£'000
Trade receivables - pawnbroking
15,220
14,262
Trade receivables - other
484
431
Other receivables
4
5
Prepayments
724
657
16,432
15,355
Trade receivables - pawnbroking is disclosed net of expected credit losses, details of which are shown in note 14.
16. TRADE AND OTHER RECEIVABLES
RAMSDENS ANNUAL REPORT 2024
100
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
17. CASH AND CASH EQUIVALENTS
2024
£'000
2023
£'000
Sterling cash and cash equivalents
7,602
6,990
Other currency cash and cash equivalents
8,180
6,032
15,782
13,022
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits.
Further details on financial instruments, including the associated risks to the Group and allowances for expected credit losses
is provided in note 14.
18. TRADE AND OTHER PAYABLES (CURRENT)
2024
£'000
2023
£'000
Trade payables
3,257
2,936
Other payables
805
781
Other taxes and social security
617
521
Accruals
2,513
2,027
Contract liabilities
33
40
Subtotal
7,225
6,305
Lease liabilities (note 20)
2,350
2,462
Interest bearing loans and borrowings
8,387
7,983
Income tax liabilities
1,731
1,225
19,693
17,975
Terms and conditions of the above financial liabilities:
•
Trade and other payables are non-interest bearing and are normally settled on up to 60-day terms
•
Trade and other payables include amounts received from customers in relation to layby jewellery purchases of £1,174,000
(2023: £1,120,000). Materially all of the prior year balance was released to revenue in the current year
For explanations on the Group’s liquidity risk management processes, refer to note 14.
RAMSDENS ANNUAL REPORT 2024
101
Notes to the consolidated financial statements
Bank borrowings
During the year the Group secured a revolving credit facility with Bank of Scotland PLC, replacing the previous revolving credit facility
with Virgin Money. Details of the facility are as follows:
Key Term
Description
Facility
Revolving Credit Facility with Bank of Scotland PLC
Total facility size
£15m
Termination date
March 2029
Utilisation
The £15m facility is available subject to financial covenants covering:
- the ratio of total debt to EBITDA
- the ratio of cash at bank/in hand (inclusive of currency balances) to total debt
- the ratio of the sum of cash at bank/in hand (inclusive of currency balances) and
jewellery/precious metals value to total debt
Interest
Interest is charged on the amount drawn down at 2.15% above base rate when the initial drawdown is made.
For unutilised funds interest is charged at 0.7525% from the date when the facility was made available
Interest Payable
Interest is payable at the end of a drawdown period which is typically between one and three months
Repayments
The facility can be repaid at any point during its term and re-borrowed
Security
The facility is secured by a debenture over all the assets of Ramsdens Financial Ltd and cross guarantees
and debentures have been given by Ramsdens Holdings PLC
Undrawn facilities
At 30 September 2024 the Company had available £6.5m of undrawn committed facilities
19. NON-CURRENT LIABILITIES
2024
£'000
2023
£'000
Lease liabilities (note 20)
7,328
7,661
Contract liabilities
-
50
Deferred tax (note 10)
158
96
Provisions (note 21)
900
327
8,386
8,134
RAMSDENS ANNUAL REPORT 2024
102
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
20. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Lease liabilities
£’000
Bank borrowings
£’000
As at 1 October 2022
9,957
6,443
Cash flows
Financing cash flows
(2,041)
1,500
Interest paid
(460)
(368)
Non-cash flows
New leases
2,846
-
Disposed leases
(639)
-
Interest expense
460
368
Other movement
-
40
As at 1 October 2023
10,123
7,983
Cash flows
Financing cash flows
(3,117)
500
Interest paid
(537)
(662)
Non-cash flows
New leases
3,039
-
Disposed leases
(367)
-
Interest expense
537
566
As at 30 September 2024
9,678
8,387
Short term lease payments recognised in administrative expenses in the year total £546,000 (2023: £418,000). The maturity analysis of
lease liabilities is disclosed in note 14, the finance cost associated with lease liabilities is disclosed in note 6, and the depreciation and
impairment of right-of-use assets associated with lease liabilities are disclosed in note 11.
Reinstatement provision
£’000
At 1 October 2023
327
Statement of Comprehensive Income charge
563
Fair value on acquisition
10
Utilised in the period
-
At 30 September 2024
900
The Group provides for the reinstatement cost of returning leased properties to their original state. Further details are included in note 4.1.
22. ISSUED CAPITAL AND RESERVES
Ordinary shares issued and fully paid
No.
£’000
At 30 September 2023
31,714,982
317
Issued during the year
181,650
2
At 30 September 2024
31,896,632
319
21. PROVISIONS
RAMSDENS ANNUAL REPORT 2024
103
Notes to the consolidated financial statements
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash
equivalents and equity attributable to the equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group
has a debt facility as disclosed in note 18.
23. DIVIDENDS
Amounts recognised as distributions to equity holders in the year:
2024
£’000
2023
£’000
Final dividend for the year ended 30 September 2023 of 7.1p per share
(year ended 30 September 2022 of 6.3p per share)
2,252
1,994
Interim dividend for the year ended 30 September 2023 of 3.3p per share
1,046
-
3,298
1,994
Amounts paid and not recognised:
Interim dividend for the year ended 30 September 2024 of 3.6p per share paid in October 2024
(year ended 30 September 2023 of 3.3p per share paid in October 2023)
1,148
1,046
Amounts proposed and not recognised:
Final dividend for the year ended 30 September 2024 of 7.6p per share
(year ended 30 September 2023 of 7.1p per share)
2,424
2,252
The proposed final dividend is subject to approval at the Annual General Meeting and accordingly has not been included as a liability in
these financial statements.
24. PENSIONS
The Group operates a defined contribution scheme for its directors and employees. The assets of the scheme are held separately from
those of the Group in an independently administered fund.
The outstanding pension contributions at 30 September 2024 are £93,000 (2023: £2,000)
25. RELATED PARTY DISCLOSURES
Ultimate controlling party
The Company has no controlling party.
Transactions with related parties
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note.
RAMSDENS ANNUAL REPORT 2024
104
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
Transactions with key management personnel
The remuneration of the directors of the Company, who are the key management personnel of the Group, is set out below
in aggregate:
2024
£'000
2023
£'000
Short term employee benefits
998
823
Post employment benefits
20
20
Share based payments
224
200
1,242
1,043
26. SHARE BASED PAYMENTS
The Company operates a Long-term Incentive Plan (LTIP) and Company Share Option Plan (CSOP). The charge for the year in respect of the
schemes was:
2024
£’000
2023
£’000
LTIP
446
420
CSOP
58
42
504
462
The LTIP is a discretionary share incentive scheme under which the Remuneration Committee of Ramsdens Holdings PLC can grant options
to purchase ordinary shares at nominal 1p per share cost to Executive Directors and other senior management. A reconciliation of LTIP
options is set out below:
Number of conditional
Shares
Weighted average
exercise price in pence
Outstanding at the beginning of the year
1,152,650
Granted during the year
350,000
Lapsed/Forfeited during the year
(134,750)
Exercised during the year
(181,650)
1
Outstanding at the end of the year
1,186,250
At 30 September 2024 a total of 161,250 share options have met the required performance conditions and are exercisable.
The options vest according to the achievement against two criteria:
Total Shareholder Return – TSR – 50% of options awarded
Earnings per Share - EPS – 50% of options awarded
The fair value of services received in return for share options granted is based on the fair value of share options granted and are measured
using the Monte Carlo method for TSR performance condition as this is classified as a market condition under IFRS2 and using the Black
Scholes method for the EPS performance condition which is classified as a non- market condition under IFRS2. Volatility has been calculated
based on the historical volatility of the Group’s shares over a 2.5 year period.
RAMSDENS ANNUAL REPORT 2024
105
The fair values have been computed by an external specialist and the key inputs to the valuation model were:
TSR
condition
EPS
condition
TSR
condition
EPS
condition
TSR
condition
EPS
condition
Model
Monte Carlo
Black Scholes
Monte Carlo
Black Scholes
Monte Carlo
Black Scholes
Grant date
18/04/24
18/04/24
05/04/23
05/04/23
17/03/22
17/03/22
Share price
£2.00
£2.00
£2.30
£2.30
£1.67
£1.67
Exercise price
£0.01
£0.01
£0.01
£0.01
£0.01
£0.01
Vesting period
2.5 years
2.5 years
2.5 years
2.5 years
2.5 years
2.5 years
Risk free return
4.4%
4.4%
3.5%
3.5%
1.4%
1.4%
Volatility
31.9%
31.9%
33.6%
33.6%
53%
53%
Dividend yield
5.0%
5.0%
5.0%
5.0%
3.5%
3.5%
Fair value of option (£)
0.73
1.76
0.98
2.02
0.77
1.51
Early exercise of the options is permitted if a share award holder ceases to be employed by reason of death, injury, disability, or sale of the
Group. The maximum term of the share options is 10 years.
The CSOP is a discretionary share incentive scheme under which the Remuneration Committee of Ramsdens Holdings PLC can grant
options to purchase ordinary shares at an agreed exercise price subject to certain conditions.
The CSOP schemes in place at 30 September 2024 were as follows:
Grant date
Exercise price
(pence)
Number of share options
(after forfeits)
Earliest date of
exercise
Expiry date
CSOP 2022
23/06/2022
200.50
104,500
23/06/2025
23/06/2032
CSOP 2023
05/04/2023
230.00
142,500
05/04/2026
05/04/2033
CSOP 2024
18/04/2024
205.00
142,500
18/04/2027
18/04/2034
27. FAIR VALUE OF ACQUISITION
On 13 March 2024 the Group purchased the trade and certain assets of Cantwells The Jewellers Limited for a total consideration of £631,000,
which was fully paid in cash. The fair value of the assets acquired were as follows:
£’000
Tangible fixed assets (fixtures & fittings)
20
Intangible assets (customer relationships)
177
Intangible assets (goodwill)
194
Trade receivables - pawnbroking
188
Inventories
62
Reinstatement provision
(10)
Net assets acquired
631
28. POST BALANCE SHEET EVENTS
There were no post balance sheets events that require further disclosure in the financial statements.
Notes to the consolidated financial statements
RAMSDENS ANNUAL REPORT 2024
106
FINANCIAL STATEMENTS
Notes
2024
£’000
2023
£’000
Assets
Non-current assets
Investments
D
8,924
8,645
Deferred tax
E
176
144
9,100
8,789
Current assets
Receivables
F
3,916
2,908
Cash and cash equivalents
G
2,103
1,035
6,019
3,943
Total assets
15,119
12,732
Current liabilities
Trade and other payables
H
482
380
482
380
Net current assets
5,537
3,563
Total assets less current liabilities
14,637
12,352
Net assets
14,637
12,352
Equity
Issued capital
I
319
317
Share premium
4,892
4,892
Retained earnings
9,426
7,143
Total equity
14,637
12,352
The profit after tax for the Company for the year ended 30 September 2024 was £5,094,000 (2023: £2,139,000)
These financial statements were approved by the directors and authorised for issue on 13 January 2025 and signed on their behalf by:
M A Clyburn
Chief Financial Officer
Company Registration Number: 08811656
As at 30 September 2024
Parent Company Statement of Financial Position
RAMSDENS ANNUAL REPORT 2024
107
Parent Company Statement of Changes in Equity
For the year ended 30 September 2024
Share
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Total
£’000
As at 1 October 2022
316
4,892
6,487
11,695
Profit for the period
-
-
2,139
2,139
Total comprehensive income
-
-
2,139
2,139
Transactions with owners:
Issue of share capital
1
-
-
1
Dividends paid (note J)
-
-
(1,994)
(1,994)
Share based payments
-
-
462
462
Deferred tax on share based payments
-
-
49
49
Total transactions with owners
1
-
(1,483)
(1,482)
As at 30 September 2023
317
4,892
7,143
12,352
As at 1 October 2023
317
4,892
7,143
12,352
Profit for the period
-
-
5,094
5,094
Total comprehensive income
-
-
5,094
5,094
Transactions with owners:
Issue of share capital
2
-
-
2
Dividends paid (note J)
-
-
(3,298)
(3,298)
Share based payments
-
-
504
504
Deferred tax on share based payments
-
-
(17)
(17)
Total transactions with owners
2
-
(2,811)
(2,809)
As at 30 September 2024
319
4,892
9,426
14,637
RAMSDENS ANNUAL REPORT 2024
108
FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES
BASIS OF PREPARATION
Ramsdens Holdings PLC (the “Company”) is a public limited company incorporated and domiciled in England and Wales. The registered
office of the Company is Unit 16, Parkway Shopping Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is
08811656. A list of the Company’s subsidiaries is presented in note D.
The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking, jewellery
sales, and the sale of precious metals purchased from the general public.
The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the
definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. Accordingly, the
financial statements have been prepared in accordance with FRS 101 (Financial Reporting Standard 101) ‘Reduced disclosure Framework’ as
issued by the FRC in July 2015 and July 2016
The financial statements have been prepared on the historical cost basis.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
business combinations, share-based payment, non-current assets held for sale, financial instruments, capital management, presentation
of comparative information in respect of certain assets, presentation of a cash-flow statement, standards not yet effective, impairment of
assets and related party transactions.
Where required, equivalent disclosures are given in the Group financial statements of Ramsdens Holdings PLC. The Group financial
statements of Ramsdens Holdings PLC are available to the public.
The financial statements have been prepared on a going concern basis as discussed in the Directors’ Report.
The particular accounting policies adopted are described below.
TAXATION
Current tax
The tax currently payable is based on taxable profit for the year. The Company’s liability for current tax is calculated using tax rates and laws
that have been enacted or substantively enacted by the date of the Statement of Financial Position.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
INVESTMENTS
Fixed assets investments are shown at cost less provision for impairment.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents 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.
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.
FINANCIAL LIABILITIES AND EQUITY
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the company after deducting liabilities.
Equity instruments issued are recorded at the proceeds received, net of direct issue costs.
Notes to the parent company financial statements
RAMSDENS ANNUAL REPORT 2024
109
DIVIDENDS
Dividends receivable from subsidiary undertakings are recorded in the Statement of Comprehensive Income on the date that the
dividend becomes a binding liability on the subsidiary company.
Dividends payable are recorded as a distribution from retained earnings in the period in which they become a binding liability
on the Company.
Employee Share Incentive Plans
Ramsdens Holdings PLC grants equity settled share option rights to the parent entity’s equity instruments to certain directors and senior
staff members under a LTIP (Long Term Incentive Plan) and CSOP (Company Share Option Plan). The employee share options are measured
at fair value at the date of grant by the use either the Black-Scholes Model or a Monte Carle model depending on the vesting conditions
attached to the share option. For market based vesting conditions the expense recognised over the vesting period reflects the extent to
which the vesting period has expired. For non-market based vesting conditions the expense recognised over the vesting period reflects the
extent to which the vesting period has expired and the Group’s best estimate of the number of share options that will ultimately vest. The
expense is recognised in the entity in which the beneficiary is remunerated. The share based payment expense in the period which relates
to subsidiaries increases the carrying value of the investment held.
B. COMPANY STATEMENT OF COMPREHENSIVE INCOME
As permitted by s408 of the Companies Act 2006 the Company has elected not to present its Statement of Comprehensive Income
for the year.
The auditor’s remuneration for the current and preceding financial years is borne by a subsidiary undertaking, Ramsdens Financial Limited.
Note 7 to the Group financial statements discloses the amount paid.
C. STAFF AND KEY PERSONNEL COSTS
Other than the Directors who are the key personnel, the Company has no employees, details are set out below:
2024
£'000
2023
£'000
Remuneration receivable
998
823
Social security cost
131
169
Value of company pension contributions to money purchase schemes
20
20
LTIP*
-
55
1,149
1,067
*Represents gains made by Directors on the exercise of share options
Some of the directors of the Company are also directors of Ramsdens Financial Ltd. These directors did not receive remuneration from
Ramsdens Financial Limited and amounts paid through the Company were £1,139,000 (2023: £937,000). The directors do not believe it is
practicable to apportion this amount between their services as directors of the Company and other group companies.
Emoluments of the highest paid director:
2024
£'000
2023
£'000
Remuneration receivable
472
385
Value of company pension contributions to money purchase schemes
10
10
LTIP*
-
37
482
432
*Represents gains made by the Director on the exercise of share options
The number of directors accruing retirement benefits under the money purchase scheme is 2 (2023: 2)
Notes to the parent company financial statements
RAMSDENS ANNUAL REPORT 2024
110
FINANCIAL STATEMENTS
Notes to the parent company financial statements
D. INVESTMENTS
Shares in subsidiary undertakings
2024
£'000
2023
£'000
Cost
Cost brought forward
8,645
8,383
Additions - share based payments
279
262
Cost carried forward
8,924
8,645
Additions represent share based payment expense recognised in Ramsdens Financial Limited.
The Investments in Group companies which are included in the consolidated statements are as follows
Name of company
Holding
Proportion of voting
rights and shares held
Activity
Subsidiary undertakings
Ramsdens Financial Limited
(Registered office: Unit 16 Parkway Centre,
Coulby Newham, TS8 0TJ)
Ordinary Shares
100%
Supply of foreign
exchange services,
pawnbroking, purchase
of precious metals,
jewellery retail and
other financial services.
E. DEFERRED TAX
Deferred tax relates to the following:
2024
£’000
2023
£’000
Deferred tax assets
Share based payments
176
144
176
144
Reconciliation of deferred tax assets
2024
£'000
2023
£'000
Opening balance as of 1 October
144
37
Deferred tax credit recognised in the Statement of Comprehensive Income
49
58
Other deferred tax
(17)
49
Closing balance as at 30 September
176
144
F. RECEIVABLES
2024
£’000
2023
£’000
Amounts owed by subsidiary companies
3,905
2,892
Prepayments
11
16
3,916
2,908
Amounts owed by subsidiary companies is payable on demand and no interest is charged.
RAMSDENS ANNUAL REPORT 2024
111
Notes to the parent company financial statements
G. CASH AND CASH EQUIVALENTS
2024
£’000
2023
£’000
Cash and cash equivalents
2,103
1,035
Cash and cash equivalents comprise cash held by the Company and short-term bank deposits.
H. LIABILITIES: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
£'000
2023
£'000
Trade payables
-
1
Other creditors
387
291
Other taxes and social security
31
25
Current tax liabilities
64
63
482
380
I. CALLED UP SHARE CAPITAL
Details of the called up share capital including shares issued during the year can be found in note 22 within the Group financial
statements of Ramsdens Holdings PLC.
J. DIVIDENDS
Amounts recognised as distributions to equity holders in the year:
2024
£'000
2023
£'000
Final dividend for the year ended 30 September 2023 of 7.1p per share
(year ended 30 September 2022 of 6.3p per share)
2,252
1,994
Interim dividend for the year ended 30 September 2023 of 3.3p per share
1,046
-
3,298
1,994
Amounts paid and not recognised:
Interim dividend for the year ended 30 September 2024 of 3.6p per share paid in October 2024
(year ended 30 September 2023 of 3.3p per share paid in October 2023)
1,148
1,046
Amounts proposed and not recognised:
Final dividend for the year ended 30 September 2024 of 7.6p per share
(year ended 30 September 2023 of 7.1p per share)
2,424
2,252
The proposed final dividend is subject to approval at the Annual General Meeting and accordingly has not been included as a liability in
these financial statements.
K. POST BALANCE SHEET EVENTS
There were no post balance sheets events that require further disclosure in the financial statements.
RAMSDENS ANNUAL REPORT 2024
112
FINANCIAL STATEMENTS
RAMSDENS ANNUAL REPORT 2024
113
Company Advisors
DIRECTORS
Andrew David Meehan (Non-Executive Chairman)
Peter Edward Kenyon (Chief Executive Officer)
Martin Anthony Clyburn (Chief Financial Officer)
Simon Edward Herrick (Non-Executive Director)
Karen Ingham (Non-Executive Director)
Christopher Muir (Non-Executive Director)
COMPANY SECRETARY
Lindsey Carter
REGISTERED OFFICE AND
PRINCIPAL PLACE OF BUSINESS
Unit 16
The Parkway Centre
Coulby Newham
Middlesbrough
TS8 0TJ
TELEPHONE NUMBER
01642 579957
WEBSITE
www.ramsdensplc.com
NOMINATED ADVISER AND
BROKER,
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
AUDITOR
Grant Thornton UK LLP
No 1 Whitehall Riverside
Whitehall Road
Leeds
LS1 4BN
SOLICITORS
Addleshaw Goddard
Exchange Tower
19 Canning Street
Edinburgh
EH3 8EH
FINANCIAL PUBLIC RELATIONS
ADVISOR TO THE COMPANY
Hudson Sandler LLP
25 Charterhouse Square
London
EC1M 6AE
REGISTRARS
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
www.shareview.com
PRINCIPAL BANKERS
Bank of Scotland plc (Part of Lloyds Banking Group)
11-12 Wellington Place
Leeds
LS1 4AP
RAMSDENS ANNUAL REPORT 2024
114
Ramdens Holdings PLC
Unit 16
The Parkway Centre
Coulby Newham
Middlesbrough
TS8 0TJ
01642 579957
www.ramsdensplc.com
Paper used for this report is FSC certified from managed forests.