The directors present the strategic report for the year ended 31 March 2025. The directors, in preparing this strategic report, have complied with s414c of the Companies Act 2006.
The company's key performance indicators during the year were as follows:
2025 2024
£'000 £'000
Turnover 10,576 11,583
Operating profit before intercompany loan provision 347 234
Key operational highlights
Retail sales have continued to grow in the UK, but overall the company has experienced lower trading in the year, impacted by slowness in the Wholesale area. Margins have however remained strong. Operating costs remain well managed and consistent with last year and key areas of savings have been achieved. Exchange rate movements have once again impacted on the UK focused overhead as the US$ weakened further. China remains a challenging region because of its widely published economic difficulties and recent geopolitical events in the Middle East have increased general uncertainty amongst key partners. The Directors are confident that once these situations normalise a more predictable trading pattern will re-emerge.
Future developments
The directors expect the macro-economic trading environment to continue to be challenging throughout 2025 and beyond; they remain confident however that the strategy they are implementing, in particular the focus on sourcing high quality and rare gemstones for resale and exploring further wholesale partnership agreements, will enable it to deliver improved revenues and continue the company's profitability growth in future years.
The directors routinely identify and evaluate the material risks and uncertainties facing the business. The following are the principal risks that could materially affect the company's business. These are not exhaustive of the risks the company faces and some that the company does not currently believe to be material could later turn out to be material. These risks could materially affect the company's business, its earnings, net assets liquidity and capital resources.
The loss of key personnel is a risk that is mitigated by the regular review of remuneration packages and succession planning within the management team;
The adverse effect of poor economic conditions in the UK and London retail markets could have a significant impact on the business given the concentration of our business in these areas. The company's on-going strategy is to increase our international distribution and sales;
The adverse effect of poor economic conditions in countries where Garrard has it's main business. We mitigate this risk by thoroughly controlling credit limits;
The disruption to or discontinuation of supplies from third party manufacturers could have a significant impact on the company's ability to meet our sales targets. We mitigate the risk by maintaining a spread of suppliers where this is possible and maintaining our own internal workshop;
The failure or interruptions of the company's information technology systems would have a significant impact on the country's operations. The company has a disaster recovery plan in place including dilapidation and backup of key records and information stored at a remote location;
The company is exposed to various financial risks. Details of these risks and how the company mitigates them are addressed below in the section entitled 'Policy on financial risk management'.
The removal of the VAT RES tax free shopping scheme is a risk to the company’s UK retail revenue as it deters international customers visiting and purchasing our products in the UK.
The prolonged continuation of the Russia/Ukraine conflict and the more recent events in Israel & Palestine could also have a negative impact on the company’s international business.
Management will continue to closely manage working capital and monitor on-hand inventory levels during the year ahead.
Diamond Policy
The Kimberley Process is an international certification scheme that regulates the trade in rough diamonds. Its aim is to prevent the trade in conflict diamonds, while helping to protect the legitimate trade in rough diamonds.
We are proud to confirm that we only source diamonds from those countries that participate fully in The Kimberley Process certification scheme. Our in house workshops operate to the highest standards and we strive to ensure that all our vendors and suppliers also uphold these standards.
Today over 99% of all diamonds are certified through this process to be from conflict free sources. We only buy our diamonds from trusted cutters and legitimate diamond suppliers, who also adhere to The Kimberley Process.
Our diamond sourcing strategy ensures that we purchase the most beautiful diamonds available which we are able to label by mine or origin.
Policy on financial risk management
The company is exposed to a variety of risks and uncertainties which may have a financial impact on the company and which also impact on the achievement of social, economic and environmental objectives. These risks include strategic, commercial, operational and financial risks and are further categorised into risk areas to facilitate consolidated risk reporting across the Delltrade group.
Foreign exchange
UK Sterling is the functional currency of the company. However, the company had substantial transactions in US Dollars, which expose the company to fluctuations in foreign exchange rates. To manage this risk the company operates various US Dollar bank accounts and wherever possible matches all incoming and outgoing USD currency payments, thereby keeping its currency risk exposure as low as possible.
Credit risk
Credit risk for the company is managed through periodic review of customer profiles and accounts receivable balances. The company trades only with recognised, creditworthy third parties and manages its customer accounts closely, applying strict credit control procedures.
Interest rate and liquidity risk
The company has no significant interest rate risk as at 31 March 2025. Loan finance from shareholders is on a fixed basis. Payables are generally due to mature from one to three months. Liquidity risk is managed through short and medium term forecasting, which forms the basis to meet funding needs. Actions to limit operational cost and manage working capital levels have been taken in order to ensure that liquidity is maintained going forward throughout the recessionary period.
Sustainability
Since 2017, the business has held the coveted Butterfly Mark, a certification powered by Positive Luxury, a company that measures the positive social and environmental impact of luxury businesses. Positive Luxury works collaboratively with ambitious teams such as ours to activate their sustainability agendas, creating substantial and meaningful change. Displayed beside every product on our website, the Butterfly Mark indicates that we are a brand to trust. The company is also a proud Living Wage employer, committed to paying a wage which meets its employees everyday needs based on the current cost of living.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 10.
No ordinary dividends were paid.
Saffery LLP have expressed their willingness to continue in office.
The directors believe that, after making enquiries of their ultimate parent undertaking, Yucaipa American Alliance Fund II, LP and it's Parallel Fund, they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The parent company, Delltrade Limited has obtained a letter from its ultimate parent undertaking confirming that they will continue to provide or arrange to provide resources to enable them to continue that financial support, for a period of at least 12 months from date of signing of these financial statements.
The company and its parent undertaking Delltrade Limited have prepared cash flow forecasts covering a 12 month period from the date of approval of these financial statements. In preparing these forecasts, the company and its parent undertaking have considered the principal areas of uncertainty within the forecasts and the underlying assumptions, in particular those relating to market risks, cost management and working capital management. Specifically, the forecasts also consider any ongoing impact of the cost of living crisis and other macro-economic factors. These forecasts show that the company and parent undertaking continue to have sufficient levels of cash for the forecast period with the ongoing financial support from its ultimate parent undertaking.
Between 1 April 2025 and the date of approval of these financial statements Delltrade Limited and its subsidiary companies received loan funding of $500,000 from Yucaipa American Alliance Fund II and its Parallel Fund, Delltrade Limited's parent company.
There have been no other material post balance sheet events that would require disclosure or adjustment to the financial statements.
We have audited the financial statements of Garrard & Co. Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The income statement has been prepared on the basis that all operations are continuing operations.
Garrard & Co. Limited is a private company limited by shares incorporated in England and Wales. The registered office is 24 Albemarle Street, London, W1S 4HT.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The company has also taken advantage of the exemption from preparing consolidated financial statements under the terms of section 400 of the Companies Act 2006, and these financial statements therefore present information about the company as an individual undertaking and not its group.
The financial statements of the company are consolidated in the financial statements of Delltrade Limited, a company incorporated in England and Wales. These consolidated financial statements are available from its registered office, 24 Albemarle Street, London, W1S 4HT.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the reporting date. All assets within a class are revalued simultaneously to avoid selective revaluation.
The company owns heritage assets that it has capitalised within tangible fixed assets that have not been assessed as having a useful life and therefore no depreciation is charged on these assets.
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Included within stock at the balance sheet date is a provision in respect of obsolete and slow-moving stock lines. The provision is based on an assessment of the projected volume, timing and value of future sales of stock and the cost of realisation and is estimated based on historical sales data and the experience of management.
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of future tax planning strategies. Management has judged that a deferred tax asset should not be recognised for the value of tax losses carried forward due to uncertainty regarding the level and timing of future taxable profits against which these losses can be utilised.
Intercompany loan provision and reversal
As at 31 March 2025, Garrard & Co. Limited had provided for intercompany loans of £66,941,636 (2024: £64,219,896). During the year the provision against the loan to Garrard USA Limited was increased by £23,896 (2024: £528,774 decreased); the provision against the loan to Garrard Holdings Limited increased by £2,697,844 (2024: £2,988,770 increase); and the provision against the loan to Stephen Webster, Inc. was £nil (2024: £nil).
Auditors remuneration for the Delltrade Group of £74,000 (2024: £74,000) is borne by a fellow group undertaking. Remuneration for non-audit services of £9,250 (2024: £9,250) is also borne by a fellow group undertaking.
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £12,607 (2024: £455,483).
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
A deferred tax asset has not been recognised on tax losses carried forward as, in the opinion of the directors, it is unlikely that these losses will reverse in the foreseeable future.
The total unrecognised deferred tax asset for the company as at 31 March 2025 is £4,725,735 (2024: £5,098,364).
The company has tax losses of approximately £18,910,000 (2024: £20,378,000) to carry forward against future trading profits.
Details of the company's subsidiaries at 31 March 2025 are as follows:
As at 31 March 2025, the amount of consignment stock held by the company was £nil (2024: £967,053). Consignment stock is not included in the balance sheet as ownership is not transferred until the point of sale.
The above amount includes a stock provision amount of £228,000 (2024: £268,758), and the expense has been recognised in costs of sales in the income statement.
No amount of the inventories has been pledged as security in 2025 or 2024.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Amounts owed by group undertakings is £68,724,260 (2024: £64,219,896). £66,941,636 (2024: £64,219,636) has been provided in full at the year end on the basis this is not considered to be recoverable.
The total above amount includes a bad debt provision amount of £1,450 (2024: £9,555) and the amount has been recognised in administrative expenses within the income statement.
At the year end the Company had overpaid pension contributions of £6,375 (2024: unpaid £15,273).
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
In March 2011, an English law governed debenture and a Californian law governed share pledge were entered into between Delltrade Limited and its subsidiaries as borrowers and Yucaipa American Alliance Fund II, LP ('Yucaipa') as lender, to provide further security in favour of Yucaipa in relation to the existing loan agreement and any future borrowings. This transaction resulted in the shareholder funding being secured on the assets of the company. Interest relating to this balance is charged at the rate of 15% per annum compounded monthly with a maturity date at 31 January 2027. This interest expense is borne by the parent undertaking.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Each share is equal to one vote.
Between 1 April 2025 and the date of approval of these financial statements Delltrade Limited and its subsidiary companies received loan funding of $500,000 from Yucaipa American Alliance Fund II and its Parallel Fund, Delltrade Limited's parent company.
After the year end, the Delltrade Group undertook a restructuring of its intercompany loan balances as part of a wider internal reorganisation. This included the execution of promissory notes between Delltrade Limited and its subsidiaries on 4 August 2025, revising the intra‑group loan positions.
There have been no other material post balance sheet events that would require disclosure or adjustment to the financial statements.
The remuneration of key management personnel is as follows.
The key management personnel remuneration disclosed above relates entirely to directors' remuneration. The highest paid director during the period received remuneration of £584,484 (2024: £375,576) and pension contributions of £7,273 (2024: £7,273).
During the year, sales totalling £34,400 (2024: £5,500) were made to the directors and key management personnel.
As at 31 March 2025, the company was owed £30,924 (2024: £1,257) from key management personnel.
The company has taken the exemption in accordance with FRS102 section 33 for subsidiary undertakings to not disclose related party transactions with other entities where the relationship is as such that they are wholly owned.