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Bremont Watch Company Limited
Registered number: 05414485
Annual Report
For the year ended 30 June 2024
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BREMONT WATCH COMPANY LIMITED
COMPANY INFORMATION
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M Parker (appointed 25 June 2024)
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C W Wolfram (appointed 7 April 2025)
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L J Pettinelli (appointed 3 April 2025)
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A S Haimovici (appointed 3 April 2025)
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D P Berkowitz (appointed 3 April 2025)
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W A Ackman (appointed 3 April 2025)
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Manufacturing and Technology Centre
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Chartered Accountants & Statutory Auditor
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BREMONT WATCH COMPANY LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Profit and Loss Account
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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BREMONT WATCH COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Bremont makes highly durable luxury watches that celebrate the tradition of British adventure and exploration at “The Wing”, its 35,000 sq. ft. state-of-the-art Manufacturing and Technology Centre in Henley-on-Thames.
The business achieved sales of £21.9 million which was up from £20.4 million in the prior year and recorded an EBITDA loss of £8.3 million (prior year £11 million).
Financial year 2024 was a momentous year for the business, highlighted by its debut at Watches and Wonders, the world’s foremost watch exposition, where it unveiled its new Terra Nova collection, a refresh of Supermarine, and a redesigned logo. These changes symbolize a bold new chapter for the company.
Throughout the year, the business underwent significant consolidation and transformation across the organisation. This included the recruitment of a highly experienced leadership team drawn from across the watchmaking industry, as well as a strategic rationalisation of the product portfolio to increase productivity and improve operational efficiency.
This multi-year transformation will involve continued investment across people, product innovation, component inventory and systems infrastructure. These investments lay the groundwork for sustainable, long-term growth.
The business finished the year with cash of £3.1 million (prior year £17.7 million) and net current assets £10.7 million (prior year £21.4 million).
April 2024 marked the launch of the next phase of Bremont’s long-term strategy to establish a globally recognised British champion in luxury watchmaking. The rebranding underscores a commitment to excellence across every facet of the business, from product quality and operational efficiency to client and employee experience.
Bremont also deepened its commitment to British watchmaking by introducing the Tourbillon Dual Time calibre, which is assembled at The Wing in Henley-on-Thames. This represents a milestone in domestic horological capability, offering Bremont’s watchmakers the opportunity to master high complication and elevate their craft.
These strategic developments, alongside the brand’s participation at Watches and Wonders, establish a robust foundation for global expansion and future growth.
- 1 -
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BREMONT WATCH COMPANY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principal risks and uncertainties
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Currency
Whilst sourcing and supply chain operations are always changing, the company continually monitors exchange rate movements, in particular the US dollar and Swiss franc, and works with suppliers to secure a reliable supply of components at advantageous prices. Our global presence offers an element of natural hedging and our ability to utilise trade contracts allows us to limit the impact of currency fluctuations.
Economic
The Group is exposed to the economic changes and challenges globally which the Group monitors. The Group is agile and adapts its strategy through price point, product offering and its diverse sales channels.
Liquidity
Management of the Groups liquidity to meet its needs, commitments and future growth. The Group invests excess cash to maximise return and support the growth plans and is supported by its shareholders and through banking arrangements with HSBC.
Financial key performance indicators
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The Group continued to invest in the future growth of the business, both in support of the launch of the new logo and product collections and through the recruitment of the new leadership team.
This report was approved by the board and signed on its behalf by:
- 2 -
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BREMONT WATCH COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The Directors present their report and the audited consolidated financial statements for the year ended 30 June 2024.
The principal activity of the Group is that of design, production and distribution of watches.
In the previous year, the Group secured substantial investment from existing shareholder, Hellcat LLP and welcomed a new investor.
The loss for the period, after taxation and before other comprehensive income, amounted to £9,273,180 (2023: loss of £14,128,819).
No dividends are recommended for payment (2023: £nil).
The Director who served during the year and to the date of this report was:
E G English (resigned 24 May 2024)
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N S C English (resigned 3 April 2025)
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E Guillemin (resigned 3 April 2025)
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R O H Morley (resigned 3 April 2025)
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M Parker (appointed 25 June 2024)
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C E Jeneson (resigned 3 April 2025)
W A Ackman (appointed 3 April 2025)
D P Berkowitz (appointed 3 April 2025)
A S Haimovici (appointed 3 April 2025)
L J Pettinelli (appointed 3 April 2025)
C W Wolfram (appointed 7 April 2025)
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BREMONT WATCH COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the audited consolidated financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare audited consolidated financial statements for each financial year. Under that law the Directors have elected to prepare the audited consolidated financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the audited consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these audited consolidated financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the audited consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the audited consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters covered in the Strategic Report
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The mandatory disclosures in relation to the principal risks and uncertainties and the future developments of the Group are considered by the Directors to be of strategic importance. These have therefore been included in the Strategic Report.
Qualifying third party indemnity provisions
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The Directors benefit from a third party qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against Directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report.
Provision of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
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BREMONT WATCH COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Post balance sheet events
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There have been no significant events affecting the Company and the Group since the year end.
Bremont continues its growth strategy, investing in people and infrastructure to support the future growth plans of the business. The Group monitors the position of the business monthly and takes the appropriate actions to ensure the business grows. Financial year 2024 saw the Companies first attendance at Watches and Wonder, show casing to the global watch industry, a key investment of the growth strategy and a significant statement to the industry.
Following the in-depth review of the Group, recognising that the business remains in its investment and growth phase, the shareholders confirmed their financial support for the business for a period of not less than 12 months from the date of approval of these financial statements. Accordingly, the directors are of the opinion that the Group has adequate financial resources to continue in operational existence for at least 12 months from the date of these financial statements.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Bremont Watch Company Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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BREMONT WATCH COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BREMONT WATCH COMPANY LIMITED
Opinion
We have audited the financial statements of Bremont Watch Company Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2024 which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, the Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Parent Company and the Group's affairs as at 30 June 2024 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 Parent Company and the Group'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.
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BREMONT WATCH COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BREMONT WATCH COMPANY LIMITED
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. 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 course of 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 this gives rise to 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors’ Report for the financial 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 4, the Directors are responsible for the preparation of the financial statements 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 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 to cease operations, or have no realistic alternative but to do so.
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BREMONT WATCH COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BREMONT WATCH COMPANY LIMITED
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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Parent Company and the Group and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, data protection and Bribery Act 2010.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, PAYE legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to stock provision, warranty provision, impairment of development costs, credit note provision, recoverability of intercompany debtors, labour rate/ standard cost and share based payments, revenue recognition (which we pinpointed to the cut off of special projects revenue), going concern and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
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BREMONT WATCH COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BREMONT WATCH COMPANY LIMITED
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit report
This report is made solely to the Group’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 Group’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 Group and the Group’s members as a body for our audit work, for this report, or for the opinions we have formed.
Stephen Mills (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountant and Statutory Auditor
5th Floor
Merck House
Seldown Lane
Poole
Dorset
BH15 1TW
4 September 2025
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BREMONT WATCH COMPANY LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Loss for the year attributable to:
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Non-controlling interests
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The Consolidated Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
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The notes on pages 20 to 52 form part of these financial statements.
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BREMONT WATCH COMPANY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Loss for the financial year
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Other comprehensive income
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Movement on foreign exchange
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Total comprehensive income for the year
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Total comprehensive income attributable to:
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Owners of the parent Company
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The notes on pages 20 to 52 form part of these financial statements.
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BREMONT WATCH COMPANY LIMITED
REGISTERED NUMBER: 05414485
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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Non-controlling interests
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BREMONT WATCH COMPANY LIMITED
REGISTERED NUMBER: 05414485
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 52 form part of these financial statements.
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BREMONT WATCH COMPANY LIMITED
REGISTERED NUMBER: 05414485
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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BREMONT WATCH COMPANY LIMITED
REGISTERED NUMBER: 05414485
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss after tax of the parent Company for the year was £12,230,131 (2023: loss of £16,147,674).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 52 form part of these financial statements.
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BREMONT WATCH COMPANY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Capital redemption reserve
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Non-controlling interests
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Movement on foreign exchange
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Shares issued during the year
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Share bought back during the period
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Share options for the shares exercised
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Movement on foreign exchange
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Share options for the shares lapsed
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The notes on pages 20 to 52 form part of these financial statements.
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BREMONT WATCH COMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Capital redemption reserve
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Shares issued during the year
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Share bought back during the period
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Share options for the shares exercised
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Share options for the shares lapsed
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The notes on pages 20 to 52 form part of these financial statements.
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- 17 -
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BREMONT WATCH COMPANY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Impairments of fixed assets
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Decrease/(increase) in fixed assets held for sale
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(Increase)/decrease in debtors
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(Decrease)/increase in creditors
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(Decrease)/increase in provisions
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible assets
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Proceeds from sale of intangible assets
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Payments to acquire tangible fixed assets
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Proceeds from sale of tangible fixed assets
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Net cash from investing activities
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- 18 -
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BREMONT WATCH COMPANY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
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Cash flows from financing activities
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Net movement of issue and cancellation/buy back of ordinary shares
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Repayment of trade credit
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Share options for shares lapsed
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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- 19 -
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BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Bremont Watch Company Limited (Registered Number - 05414485) is a private limited company, limited by shares and incorporated in England & Wales under the Companies Act whose principal activity is that of design, production and distribution of watches.
The registered office of the Company is Manufacturing and Technology Centre, Reading Road, Henley On Thames, Oxfordshire, RG9 4GE.
2.Accounting policies
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company is a qualifying entity for the purposes of FRS 102 and has elected to take the exemption under FRS 102, para 1.12 (b) not to present the Company Statement of Cash Flows.
The financial statements have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Group operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Group and its subsidiaries ("the Group") as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
Bremont continues its growth strategy, investing in people and infrastructure to support the future growth plans of the business. The Group monitors the position of the business monthly and takes the appropriate actions to ensure the business grows. Financial year 2024 saw the Companies first attendance at Watches and Wonder, show casing to the global watch industry, a key investment of the growth strategy and a significant statement to the industry.
Following the in-depth review of the Group, recognising that the business remains in its investment and growth phase, the shareholders confirmed their financial support for the business for a period of not less than 12 months from the date of approval of these financial statements. Accordingly, the directors are of the opinion that the Group has adequate financial resources to continue in operational existence for at least 12 months from the date of these financial statements.
- 20 -
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BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
• the Group has transferred the significant risks and rewards of ownership to the buyer;
• the amount of revenue can be measured reliably;
• it is probable that the Group will receive the consideration due under the transaction; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Trademarks
Amortisation on trademarks is charged to write off the cost on a straight line basis over their estimated useful life, which is normally assessed as the term of the trademark.
Development costs
The expected useful economic life of development costs are estimated based upon business plans which set out the development plan and time to market for the associated project. Amortisation is charged from the point the project is launched.
Computer software
Computer software relates to website and accounting system costs. Amortisation on computer software is charged to write off the cost on a straight line basis over their estimated useful life of 5 years, which is assessed on the capacity to provide future benefits.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Amortisation is provided on the following basis:
Trademarks - Over the term of the trademark
Development costs - 20 years
Computer software - 5 years
Amortisation of intangible assets is included within administrative expenses.
- 21 -
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BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is provided on the following basis:
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Leasehold property improvements
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Over the term of the lease
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10% straight line and 25% straight line
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20% straight line, 25% straight line and 33% straight line
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25% straight line and 33% straight line
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Assets under construction
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Not depreciated until they are ready to be used
|
Depreciation of tangible fixed assets is included within administrative expenses.
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Operating leases: the Group as lessor
|
Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease, the corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the Consolidated Profit and Loss Account over the shorter of estimated useful economic life and the term of the lease.
Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the Consolidated Profit and Loss Account over the term of the lease and is calculated to that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduced the amount payable to the lessor.
All other leases are treated as operating leases. Their annual rentals are charged to the Consolidated Profit and Loss Account on a straight-line basis over the term of the lease.
The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2016 to continue to be charged over the period to the first market rent review rather than the term of the lease.
For leases entered into on or after 1 January 2016, reverse premiums and similar incentives received to enter into operating lease agreements are released to the Consolidated Profit and Loss Account over the term of the lease.
- 22 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Operating leases: the Group as lessor (continued)
|
Where the Group has a legal obligation, a dilapidation's provision is created on inception of a lease. These provisions are a best estimate of the cost required to return leased properties to their original condition upon termination of the lease. Where the obligation arises from ‘wear and tear’, the provision is accrued as the ‘wear and tear’ occurs.
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Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investment in subsidiaries are valued at cost less accumulated impairment.
Stock value is based upon cost of purchase on a first in, first out basis. Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less additional costs to complete and sell. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete the sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
Short term debtors are measured at transaction price, less impairment.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
- 23 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
Financial assets are measured at cost. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Profit and Loss Account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Foreign currency translation
|
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in 'Pounds sterling', which is the Company's functional and Group's presentation currency.
- 24 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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|
|
Foreign currency translation (continued)
|
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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|
|
Interest payable and similar expenses
|
Finance costs are charged to the Consolidated Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Consolidated Profit and Loss Account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Consolidated Profit and Loss Account over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Company to the fund in respect of the year. Contributions are charged to the Consolidated Profit and Loss Account in the period in which they become payable.
- 25 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Interest receivable and similar income
|
Interest income is recognised in the Consolidated Profit and Loss Account using the effective interest method.
All borrowing costs are recognised in the Consolidated Profit and Loss Account in the year in which they are incurred.
The Group provides a three year warranty on all watches sold and subsequently registered. The warranty provision is based on historic data for returns and the average cost of repairing those watches that are under the three year warranty.
The Group has recognised provisions for liabilities of uncertain timing or amount including those for onerous leases. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is determined using tax rates and laws that have been enacted or substantively
- 26 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Current and deferred taxation (continued)
|
enacted by the reporting date.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence (Note 5).
- 27 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the Group’s accounting policies
The critical judgements that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Leases
Determine whether leases entered into by the Group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Fixed assets
These include, development and trademark costs, plant and equipment, property improvements, fixtures and fittings. On purchasing a new asset, the Group assesses which type of asset category it belongs to and assigns a useful life based on historical and current evidence. The assets is then depreciated over that useful life.
Capitalisation of development expenditures
In determining the development expenditures to be capitalised, the Group makes estimates and assumptions based on expected future economic benefits generated by products and components that are the result of these development expenditures. Other important estimates and assumptions in this assessment process are to distinguish whether the expenditure meets the criteria of R&D capitalisation and the estimated useful life this asset.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
- 28 -
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|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Judgements in applying accounting policies (continued)
Warranty
A three year warranty cover is provided on all watches sold, providing labour and parts necessary to repair watches for issues covered by the warranty, during the warranty period. The estimated warranty costs are accounted for by accruing these costs for each watch upon recognition of the watch sale. The estimated warranty costs are based on historical product performance and costs to repair. Based upon historical service records, the charge of average cost of a warranty repair per watch is calculated to determine the estimated warranty charge. The actual product performance and/or cost profiles may differ, and in those cases we adjust our warranty reserves accordingly. Future warranty expenses may exceed estimates, which could lead to an increase in cost of sales.
Treatment of fixed assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Recoverable amount is the higher of fair value less costs to sell and value in use.
Stock provision
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. A provision is made against potentially slow moving or obsolete stock based on historical estimates of the realisable value for these items.
Recoverability of debtors
The Group and Company establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability the Directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.
At company level, the Directors also consider the intercompany debt recoverable.
The whole of the turnover is attributable to the principal activity of the Group.
Analysis of turnover by country of destination:
- 29 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Following additional investment in 2022, the Company continues to strategically review market inventory, distribution networks, excessive stock holdings, and the carrying values of fixed assets.
The credit note provision of £186,752 in 2024 is a reversal of the unutilised provision.
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The operating loss is stated after charging/(crediting):
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Depreciation of tangible fixed assets - owned
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Depreciation of tangible fixed assets - leased
|
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Amortisation of intangible assets
|
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Other operating lease rentals
|
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Research & development costs
|
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- 30 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Fees payable to the Group's auditor for the audit of the Group's annual accounts
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Fees payable to the Group's auditor in respect of:
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
|
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The average monthly number of employees, including the Directors, during the year was as follows:
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- 31 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
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Contributions to pension schemes
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During the year retirement benefits were accruing to 3 Directors (2023:6) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £700,000 (2023: £266,639).
|
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|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £15,125 (2023: £5,050).
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During the year nil Director received shares under the long-term incentive schemes (2023: nil)
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|
In the year, fees of £Nil were paid to Clark Equity Partners Ltd, a related party by virtue of S J Clark 100% shareholding in Clark Equity Partners and common directorships to the date of resignation, in relation to the Director services (2023: £69,665). These fees are excluded from the above total.
The key management personnel of the Company ae those persons having authority and responsibility for planning, directing and controlling the activities of the entity. We have identified key management personnel and their total remuneration amounts to £1,678,150 (2023: £1,099,290), this comprises £1,641,090 (2023: £1,048,212) in wages and £37,060 (2023: £51,078) in pension contributions.
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Interest receivable and similar income
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Other interest receivable
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Interest payable and similar expenses
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Related party interest payable
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Finance leases and hire purchase contracts
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- 32 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Current tax on loss for the year
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Foreign tax on income for the year
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
|
|
|
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|
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|
|
|
|
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|
|
|
|
Taxation on loss on ordinary activities
|
|
|
- 33 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
12.Taxation (continued)
|
|
Factors affecting tax (credit)/charge for the year
|
|
|
The effective rate for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 20.50%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.50%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
|
Capital allowances for year in excess of depreciation
|
|
|
|
|
Other permanent differences
|
|
|
|
|
Adjustments to tax charge in respect of previous periods - deferred tax
|
|
|
|
|
Adjustment in research and development tax credit leading to an decrease in the tax charge
|
|
|
|
|
Surrender of tax losses for R&D tax
credit refund
|
|
|
|
|
Remeasurement of deferred tax for changes in tax rates
|
|
|
|
|
Movement in deferred tax not recognised
|
|
|
|
|
Total tax charge/(credit) for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 34 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
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|
|
|
Amortisation and impairment
|
|
|
|
|
|
|
|
|
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- 35 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
13.Intangible assets (continued)
|
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|
|
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|
|
Amortisation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
- 36 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
L/Term Leasehold Property
|
|
|
|
Assets under construction
|
|
|
|
|
|
|
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|
|
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|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
- 37 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
14.Tangible fixed assets (continued)
|
|
The net book value of land and buildings may be further analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net book value of assets held under finance leases or hire purchase contracts totalled £1,950,252 (2023: £2,490,882), of which £234,896 (2023: £672,087) relates to plant and machinery and £1,715,356 (2023: £1,818,795) relates to leasehold improvements. Depreciation on these leased assets for the year totalled £150,418 (2023: £224,169).
|
- 38 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
14.Tangible fixed assets (continued)
|
|
Leasehold property improvements
|
|
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net book value of assets held under finance leases or hire purchase contracts totalled £1,950,252 (2023: £2,490,882), of which £234,896 (2023: £672,087) relates to plant and machinery and £1,715,356 (2023: £1,818,795) relates to leasehold improvements. Depreciation on these leased assets for the year totalled £150,418 (2023: £224,169).
|
- 39 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
- 40 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
Bremont Watch Company Inc
|
501 Madison Avenue, New York, NY 10022
|
|
|
|
|
|
|
Rm 303, 3rd Floor, St George's Building, 2 Ice House Street, Hong Kong
|
|
|
|
|
|
Bremont Watch Company Australia PTY Limited
|
L 15, 390 ST Kilda Road, Melbourne, Vic 3004, Australia
|
|
|
|
|
|
Bremont Watch Company Asia Ltd
|
18/F, Unit C -D, Billion Plaza 2, 10 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong
|
|
|
|
|
|
Bremont Shanghai Limited*
|
N144 & N146, North Piazza, HKRI Taikoo Hui, 789 West Nanjing Road, Shanghai
|
|
|
|
|
|
Bremont Watch Company Inc is a company incorporated in the USA. Bremont Asia Limited and Bremont Watch Company Asia Limited are companies incorporated in Hong Kong. Bremont Watch Company Australia Pty is a company incorporated in Australia. Bremont Shanghai Limited is a company incorporated in China.
*This entity is indirectly held by the Company.
|
|
|
Finished goods, raw materials and consumables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks are stated net of provisions for impairment of £3,736,442 (2023: £4,106,266).
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
- 41 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts owed by group undertakings of £3,504,692, after an impairment of £4,232,065 (2023: £4,737,794 no impairment and discounted to NPV) are unsecured, interest free and repayable on 30 June 2028.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade debtors are stated after bad debt provisions of £68,445 (2023: £68,445).
The amounts owed by group undertakings of £nil (2023: £1,069,624) are unsecured, interest free and repayable on demand.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
- 42 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to related party (note 31)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to jointly controlled operations (note 31)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's bank loan, overdrafts and trade credit facilities are guaranteed by an unsecured debenture dated 21 August 2012, incorporating a fixed and floating charge over the Company's current and future assets.
The Company has also granted the bank a general pledge dated 14 August 2013.
The amounts owed to related party of £Nil (2023: £216,933) is unsecured, bears interest at 3.85% (2023: 3.85%) and has been repaid.
The amount owed to jointly controlled operations of £87,511 (2023: £61,892) is unsecured, interest free and repayable on demand.
The amounts owed on finance leases are secured on the assets to which they relate.
The Company has issued a bank guarantee in favour of HSBC Bank USA amounting to $310,000.
|
- 43 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net obligations under finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts owed on finance leases are secured on the assets to which they relate.
|
|
Hire purchase and finance leases
|
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 44 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Financial assets that are debt instruments measured at amortised cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
|
|
Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and amounts owed by group undertakings.
|
|
|
Financial liabilities measured at amortised cost comprise bank loans and overdrafts, trade creditors, other creditors, accruals, amounts owed to related party, trade credit facilities, amounts owed to jointly controlled operations and obligations under finance lease and hire purchase contracts.
Information regarding the Group's exposure to and management of credit risk, liquidity risk, cash flow interest rate risk, and foreign exchange risk is included in the Directors' Report.
|
- 45 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to the Consolidated Profit and Loss Account
|
|
|
|
|
|
|
|
|
The deferred taxation balance is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of the total losses available for future relief £Nil (2023: £Nil) has been recognised as a deferred tax asset and £6,642,224 (2023: £3,753,373) has not been recognised as a deferred tax asset.
|
- 46 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provided for during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provided for during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The warranty provision is to cover the cost of anticipated returns, under the Group's three year warranty provision.
The dilapidation provision is based on estimated costs to return the properties back to original state at the end of the lease.
The onerous lease provision is based as the best estimate of the expenditure required to settle the obligation of contracts.
|
- 47 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
32,271 (2023: 36,303) Preferred shares of £1.00000 each
|
|
|
|
|
|
293,660 (2023: 339,208) Ordinary £1 shares of £1.00000 each
|
|
|
|
|
|
40,365 (2023: 40,365) Series A shares of £1.00000 each
|
|
|
|
|
|
115,390 (2023: 65,810) Non-voting convertible shares of £1.00000 each
|
|
|
|
|
|
4,860 (2023: 4,860) Ordinary shares of £0.10000 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 1 September 2023 45,548 Ordinary £1 shares and 4,032 Preferred shares of £1 each were redesignated as Non-voting convertible shares of £1 each.
Summary of class rights:
Ordinary shares are entitled pari passu to dividend payments or any other distributions. These shares are entitled to the balance of the surplus assets on liquidation after Series A, Preferred share payments and Deferred shares payments. Each ordinary share is entitled to one vote in any circumstance.
Series A shares are entitled pari passu to dividend payments or any other distributions. These shares are paid the sum of £243.22 per share on sale or liquidation in priority to all other shares. Each Series A share is entitled to one vote in any circumstance.
Preferred shares are entitled pari passu to dividend payments or any other distributions. These shares are paid the sum of £243.22 per share on sale or liquidation after Series A payments. Each Preferred share is entitled to one vote in any circumstance.
Non-voting convertible shares rank pari passu in all aspects to the Ordinary shares for dividends and other distributions and on any return of capital on a winding up or otherwise.
|
- 48 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Share premium account
The share premium account included the premium on issue of equity shares, net of any issue costs.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve and represents paid up share capital.
Share option reserve
This reserve represents the accumulated fair value of share options and warrants granted by the Group.
Non-controlling interest
This reserve represents amounts of equity which are due to shareholders outside of the Group.
Profit and loss account
This reserve reflects the accumulated consolidated results for the Group and Company to 30 June 2024 and the gains and losses on consolidation of foreign subsidiaries reflecting the prevailing exchange rates at the time of consolidation.
- 49 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
|
|
|
In August and November 2013, the Company established an EMI scheme for certain employees. In total 6 employees were awarded options. The contractual life of each option is 5 years. Options are exercisable on change of control of the Company or at the Director’s discretion. No performance conditions were included in the fair value calculations. The Black Scholes options pricing model was used to value the share-based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of options granted.
During the year, the remaining share options lapsed.
Options over shares in the Company have been awarded to certain employees as follows:
|
|
|
|
Weighted average exercise price
(£)
2024
|
|
Weighted average exercise price
(£)
2023
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year
|
|
|
|
|
|
|
Weighted average share price (£)
|
|
|
|
|
|
|
|
|
|
Weighted average contractual life (years)
|
|
|
|
|
|
|
|
|
|
Expected dividend growth rate
|
|
|
|
|
|
|
|
|
|
The expected volatility is based on historical volatility of similar shares in this type of industry as estimated by the Directors. The expected life is the average expected period to exercise at the date of grant. The risk free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.
|
- 50 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Several pension schemes are operated by the Group. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £346,128 (2023: £317,445). Contributions totalling £38,996 (2023: £44,800) were payable by the Group to the funds at the balance sheet date and are included in creditors.
|
|
Commitments under operating leases
|
|
|
At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group had other financial commitments totalling £nil (2023: £322,000) outstanding at the balance sheet date.
|
|
|
Related party transactions
|
|
|
During the year, the Group paid Clark Equity Partners Ltd, a company of which S J Clark is a member and held common directorships, fees of £Nil (2023: £76,332). At the year end, Bremont Watch Company owed Clark Equity Partners Ltd £Nil (2023: £Nil).
During the year, the Group owed £Nil (2023: £216,933) to Melchers GmbH, a shareholder. The loan is unsecured, bore interest at 3.85% and was repaid in December 2023. During the year, the Group paid £Nil (2023: £68,933) as an interest payable.
During the year, the Group owed £Nil (2023: £61,892) to Signet Jewellers, a entity in joint operations with the Group. The amount is unsecured, interest free and repayable on demand.
Advantage has been taken of the exemption available under paragraph 33.1A of FRS 102 not to disclose transactions with wholly-owned members of the Group.
|
|
|
Post balance sheet events
|
There have been no significant events affecting the Company and the Group since the year end.
- 51 -
|
|
BREMONT WATCH COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Group's controlling party is Hellcat Acquisitions LP, by virtue of its shareholding in the Group.
|
|
|
Consolidated analysis of net debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New leases and repayment of finance leases
|
|
|
|
|
|
|
|
|
|
|
- 52 -
|